OUTSIDE ATTORNEYS FOR CORPORATE COUNSEL MEMBERSHIP TERMS
Outside Attorneys for Corporate Counsel, LLC (“OACC” “we” “us” or “our”) provides a membership service (the “Service”) to connect corporate counsel (“Corporate Counsel”) with outside attorneys (“Outside Attorneys”). These Membership Terms describe the terms of the Service for both Corporate Counsel and Outside Attorneys (Corporate Counsel and Outside Attorneys collectively referred to as a “Subscriber” or “Subscribers”).
Description of Service :
Corporate counsel get easy, no cost access to outside attorneys in local jurisdictions across the United States within various practice areas.
OACC is designed to connect broad based networking and marketing between these attorney groups.
The above services are provided to Corporate Counsel without charge. If Corporate Counsel desires to terminate its membership in the Service at any time, Corporate Counsel may do so by contacting OACC at [email protected]. Termination will end Corporate Counsel’s access to the OACC data base.
OACC provides outside attorneys with marketing exposure and networking opportunities in every state with membership of corporate counsel. OACC limits the number of outside attorney firms by geographical area and firm size to maximize exposure to corporate counsel.
OACC is designed to connect broad based networking and marketing between these attorney groups.
The above services are provided to Outside Attorneys for an annual, non-refundable membership fee, as set forth on the Membership Page of the OACC website. If Outside Attorney desires to terminate its membership in the Service at any time, Outside Attorney may do so by contacting OACC at [email protected]. Termination will mean removal of Outside Attorney from OACC’s website and network.
As used in these Membership Terms (“General Terms”), “our service” or “the service” means the membership service provided by us to Outside Attorneys and Corporate Counsel as described above.
1. Acceptance of General Terms
2. Changes to General Terms.
4. Communication Preferences.
You consent to receiving electronic communications from us relating to your account. These communications may involve sending emails to your email address provided during registration, or posting communications regarding the service, or in the “Your Account” page. For Outside Attorneys, such notices will include notices about your account (e.g., payment authorizations, change in password or Payment Method, confirmation e-mails and other transactional information) and are part of your relationship with us. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
5. OUTSIDE ATTORNEYS ONLY - Subscription, Billing and Cancellation
Outside Attorneys pay for the Service on an annual basis (“Subscription Payment Term”). All payments are non-refundable. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to become a Subscriber and maintain a subscription. We will bill the applicable subscription fee to your Payment Method on an annual basis. You must cancel your subscription before it renews in order to avoid billing of the next applicable subscription fees to your Payment Method.
(i) Recurring Billing.
By starting your subscription, you authorize us to charge you the subscription fee at the then current annual rate to your Payment Method.
(ii) Price Changes.
We reserve the right to adjust pricing for our service in any manner and at any time as we may determine in our sole and absolute discretion. Changes to fees will apply at the start of the next Subscription Payment Term.
(iii) Billing Cycle.
The subscription fee for our service will be billed at the beginning of the Subscription Payment Term and each year thereafter unless and until you cancel your subscription. We automatically bill your Payment Method at the start of the Subscription Payment Term on the calendar day corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We may authorize your Payment Method in anticipation of subscription charges. As used in these General Terms, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.
(iv) No Refunds.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current Subscription Payment Term.
(v) Payment Methods.
You may edit your Payment Method information by visiting our website at www.outsideattorneys.com, logging in, and clicking on your member profile link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.
You may cancel your service at any time, and you will continue to have access to the service through the end of your current fully paid Subscription Payment Term. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PAYMENT TERMS. You may cancel your subscription through telephone notice, or by emailing us at [email protected] with the subject line “CANCELLATION.”.
6. Service Terms
(a) You must be 18 years of age to become a subscriber of the service. All Subscribers must be located within the United States.
(b) You represent and warrant that all information provided at the time of becoming a member and subscribing to the Service is true and correct.
(c) The service, and any content provided by us as part of the service are for use of the Subscriber’s business and may not be requested for, or used by, any other business.
(d) The availability and scope of the service may change from time to time during the time period of your subscription. We will endeavor to provide you with advance notice of any material changes to the scope of the service.
(e) We may terminate or restrict your use of our service, without compensation or notice if you are, or if we suspect that you are (i) in violation of any of these General Terms or (ii) engaged in illegal or improper use of the service.
7. Passwords & Account Access
(a) The Subscriber who created the account is referred to here as the Account Owner. The Account Owner has access and control over the account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. We will never ask you to provide account information, including Payment Method, via email or text. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account.
(b) We reserve the right to place any account on hold anytime with or without notification to the Subscriber in order to protect us, our partners, and other Subscribers from fraudulent or unlawful activity or violation of these General Terms. We are not obligated to credit or discount a subscription for holds placed on the account by either our representative or by our automated processes.
8. Disclaimers of Warranties
(a) WE DO NOT CONFIRM ANY INFORMATION PROVIDED BY ANY OUTSIDE ATTORNEYS OR ANY CORPORATE COUNSEL AS PART OF THIS SERVICE. WE ARE NOT RESPONSIBLE FOR ANY SERVICES WHICH MAY BE PROVIDED BY ANY OUTSIDE ATTORNEYS.
(b) ANYONE MAY BECOME A SUBSCRIBER TO THIS SERVICE AND WE ONLY PROVIDE A DATA BASE OF INFORMATION. WE DO NOT ENDORSE ANY SUBSCRIBERS IN ANY MANNER. OUTSIDE ATTORNEYS AND CORPORATE COUNSEL SHOULD DO THEIR OWN DUE DILIGENCE REGARDING ANY ENGAGEMENT.
(c) THE MATERIALS, INFORMATION, AND SERVICES PROVIDED AS PART OF THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitations on Liability
(a) NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND/OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES OR DISBURSEMENTS) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SERVICE, OR FROM YOUR RELIANCE ON ANY MATERIALS PROVIDED AS PART OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH HEREIN SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE LOWER OF: (I) THE AMOUNT PAID DIRECTLY TO US AS A SUBSCRIBER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF LIABILITY; OR (II) ONE HUNDRED DOLLARS ($100).
YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT UPLOADED BY YOU. WE ARE NOT RESPONSIBLE FOR ANY ERRORS IN MATERIALS PROVIDED BY YOU. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS BOTH US AND PARTIES WITH WHOM WE HAVE CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU OR TO YOU IN CONNECTION WITH THE SERVICE.
10. Intellectual Property.
The service involves the posting of digital materials provided by the Subscriber (“Subscriber Content”). Subscriber retains all right, title and interest in Subscriber Content and grants us a license to use the Subscriber Content solely to provide the service. In the event any third party materials are included in any content provided by Subscriber, Subscriber represents and warrants that it has obtained all consents necessary to use such third party materials for the service provided by us.
If any provision or provisions of these General Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
12. Governing Law.
Any transaction or occurrence arising out of the provision of the service shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (excluding any conflict of laws provisions of the Commonwealth of Pennsylvania that would refer to and apply the substantive laws of another jurisdiction).
You may encounter third-party applications (“Application(s)”) that interact with the service. These Applications may import data related to your account and activity and otherwise gather data from you. These Applications are provided solely as a convenience to you, and we are not responsible for such Applications. SUCH APPLICATIONS ARE OWNED OR OPERATED BY THIRD PARTIES THAT ARE NOT RELATED TO US OR SPONSORED BY US. USE OF AN APPLICATION IS AT YOUR OWN OPTION AND RISK.
14. Arbitration Agreement
(a) You and we agree that any dispute, claim or controversy arising out of or relating in any way to the service, these General Terms shall be determined by binding arbitration.
(b) The arbitration will be governed by the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement.
(c) YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Upon a request by us, you agree to defend, indemnify, and hold harmless us, and our employees, contractors, officers, and directors, from all liabilities, claims, and expenses, including attorney's fees and disbursements that arise from your use or misuse of the service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
16. Links to and from third party sites; framing; Outside Attorneys.
AS PART OF THE SERVICE, WE MAY PROVIDE LINKS OR REFERENCES TO OTHER SITES OR INFORMATION PROVIDED BY PARTIES OTHER THAN US, INCLUDING OUTSIDE ATTORNEYS OR CORPORATE COUNSEL. WE MAY ALSO PROVIDE CONTACT INFORMATION FOR OUTSIDE ATTORNEYS, AND, AT THE REQUEST OF CORPORATE COUNSEL, CONNECT CORPORATE COUNSEL AND OUTSIDE ATTORNEYS. WE DO NOT HAVE ANY RESPONSIBILITY FOR THE CONTENT OF THESE OTHER SITES, OR INFORMATION OR SERVICES PROVIDED BY ANY OUTSIDE ATTORNEYS, OR INFORMATION PROVIDED BY CORPORATE COUNSEL. WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTIES WITH RESPECT TO ANY INFORMATION CONTAINED IN OR AT THESE OTHER SITES, OR SERVICES PROVIDED BY ANY OUTSIDE ATTORNEYS AND SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY ARISING FROM SUCH CONTENT OR SERVICES. WE DO NOT ENDORSE LAWYERS, LAW FIRMS, COMPANIES OR PRODUCTS TO WHICH WE HAVE PROVIDED LINKS OR CONTACT INFORMATION. ANY LINKS OR CONTACT TO OTHER SITES OR SERVICE PROVIDERS IS PROVIDED MERELY AS A CONVENIENCE TO SUBSCRIBERS AND, IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY SITES LINKED TO THIS SITE OR PROCURE SERVICE FROM ANY SERVICE PROVIDERS, YOU DO SO ENTIRELY AT YOUR OWN RISK. WE RESERVE THE RIGHT TO TERMINATE ANY LINK OR LINKING PROGRAM OR INFORMATION REGARDING SERVICE PROVIDERS AT ANY TIME.
THERE MAY BE CIRCUMSTANCES WHERE ACCESS TO THE SERVICE ARE PROVIDED BY A LINK LOCATED AT ANOTHER WEB SITE. WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTIES WITH RESPECT TO ANY INFORMATION CONTAINED IN OR AT THESE OTHER SITES, AND WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY ARISING FROM THE CONTENT OF THESE OTHER SITES. WE DO NOT ENDORSE THE INDIVIDUALS, COMPANIES, OR OTHER SIMILAR ENTITIES, OR ANY PRODUCTS, SERVICES OR MATERIALS ASSOCIATED WITH SUCH INDIVIDUALS, COMPANIES, OR OTHER SIMILAR ENTITIES, THAT PROVIDE A LINK TO THIS SITE.