IMPORTANT:  PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THIS WEBSITE AND OBTAINING LEGAL SERVICES THEREFROM, USERS AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INCLUDED HEREIN AND ALL TERMS, CONDITIONS, AND DISCLOSURES INCORPORATED HEREIN BY REFERENCE.

 

IF USERS DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE.  THE USE OF THE WEBSITE CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.

These Terms and Conditions (also referred to as “Site Terms” and “Agreement” herein) apply exclusively to Users access to, and use of (including obtaining legal services from), the website operated by InsideOutsideCounsel (“InsideOutsideCounsel” or “IOC”), a project of David Page Law (collectively, IOC and David Page Law are referred to herein as “IOC”), located at www.insideoutsidecounsel.com  (the “Site”) and the information and other services provided therein (the “Services”). These Site Terms do not alter the terms or conditions of any other agreement Users may have with David Page Law, its project IOC, or its subsidiaries or affiliates, for products, services or otherwise. If Users are using the Site on behalf of any entity, Users represent and warrant that Users are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify Users and IOC for violations of these Site Terms.

IOC reserves the right to change or modify any of the Site Terms or any policy or process of the Site at any time and in its sole discretion. IOC will provide notice of any and all changes by posting the revised Site Terms on the Site and indicating on the Site Terms the date they were last updated. Any revisions or modifications to the Site Terms will be effective immediately upon posting of the revisions or modifications on the Site. Users continued use of this Site following the posting of revised or modified Site Terms will constitute Users acceptance of such revisions or modifications. If Users do not agree to the revised or modified Site Terms, Users must stop using the Site immediately.

1. THE IOC SITE.
1.1 Definitions.
“Terms and Conditions,” “Site Terms,” and “Agreement” all mean these Terms and Conditions;

“IOC,” “us,” “we,” “our,” and any other reference made in the first person means IOC (as herein collectively defined as David Page Law and its project IOC);

The “Site” means the website operated by IOC at web address www.insideoutsidecousnel.com;

The “Services” means all services provided by IOC to all users of the Site;

“Attorneys” means those users of the Site being attorneys licensed to practice law in certain States throughout the United States, Europe, Asia, Israel, and elsewhere;

“Clients” means those users of the Site holding themselves out on the Site as being legal persons or entities looking for and needing legal services;

“Users” or “User” means the legal persons or entities using the Site, including both Attorneys and Clients, and accepting these Site Terms and Agreement;

Definitions of additional terms are included in throughout these Site Terms and those additional terms shall have the definitions attributed to them therein; all words, terms, and phrases not defined in these Site Terms shall be given their commonly understood meaning.

1.2 Purpose of the IOC Site.
The Site allows Clients and Attorneys to find, locate, contact one another, share information, and for Clients to receive legal services from Attorneys online.  This site is made for clients involved in international business matters and is not meant to substitute for local counsel in the jurisdictions in which Clients operate.  Clients should independently verify that the Attorneys are licensed and insured to practice law in the jurisdictions needed, competent legal service providers, and that the information posted to the Site or provided to Clients by Attorneys is accurate in that jurisdiction.

1.3 Eligibility.
The IOC Site is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty, rule, or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

2. IOC GENERAL USER POLICIES
2.1 General User Obligations.
Users will not access or attempt to access the Site by any means other than the interface provided, and will not use information from the Site for any purpose other than the purpose for which it was made available. Users will not engage in any activity that interferes with or disrupts the functioning of the Site. Users will not upload or attach invalid, malicious, or unknown files to the Site. Users will not insert any external links that are malicious or unknown to Users, or used for offering any goods or services other than the services for which the Site is intended. Users agree not to scrape, take, or acquire data from the Site, whether by manual or automated means, for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service. Users agree not to use or provide software, except for general purpose web browsers and email clients, or software expressly licensed by IOC, or services that interact or communicate with the Site for downloading, uploading, posting, flagging, emailing, search, or mobile use.

2.2 Identity and Account Security.
IOC reserves the right, but is not obligated, to validate Users’ information at any time, including, but not limited to, validation against third party databases or the verification of one or more official government or legal documents that confirm the Users’ identity. Users authorize IOC, directly or through third parties, to make any inquiries necessary to validate Users’ identity and confirm Users’ ownership of Users’ email address or financial accounts, subject to applicable laws. Users’ failure to provide information about Users and Users’ business when requested is a violation of this Agreement. Users are solely responsible for ensuring and maintaining the secrecy and security of their passwords used to access their account on the Site. Users agree not to disclose their password to anyone and shall be solely responsible for any use of, action taken, or damages incurred through the improper use of such passwords on the Site. Users must notify the Site immediately if Users suspect that their password have been lost or stolen. By using the Site, Users acknowledge and agree the IOC’s account security procedures are commercially reasonable.

2.3 Enforcement of Agreement and Policies.
IOC has the right, but not the obligation, to suspend or cancel Users access to the Site if it believes that Users have violated or acted inconsistently with the letter or intent of this Agreement or violated the rights of Users or any other party. Without limiting IOC’s other remedies, it may suspend or terminate Users account, use self-help in connection with rights to reclaim any available funds, and refuse to provide any further access to the IOC Site to Users if: (a) Users breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information Users provide to us; (c) we believe that Users actions may cause legal liability for or damage to Users or IOC; or (d) we believed that Users use of the Site does not conform to the intent and purpose of the Site. Once suspended or terminated, Users MAY NOT continue to use the IOC Site under a different account or re-register under a new account. If Users attempt to use the IOC Site under a different account, we reserve the right to take whatever steps necessary to prevent that and make IOC or any other impacted party whole. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional damages, penalties, fines, and sanctions being assessed. When Users account is canceled or terminated, Users may no longer have access to any parts of the IOC Site, including data, messages, files and other material Users keep on IOC.

2.4 Consent to Receive Emails
By using the Site, Users consent to receive emails from IOC, which may include commercial emails provided such emails are in accordance with the preferences Users select in Notifications page of their Homepage. Users may change such preferences by changing Users account settings on the Notifications page. Please note that as long as Users maintain an account, Users may not “opt out” of receiving service or account-related emails from IOC.

2.5 Copyright and Limited License
Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, the IOC logo, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials”) are the proprietary property of IOC or its licensors or Users and are protected by U.S. and international copyright laws.

Users are granted a limited, non-assignable license to access and use the Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for Users informational, non-commercial and personal use only.  Such license is subject to these Site Terms and does not include or authorize: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any professional listings, pictures, profiles, ratings or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of IOC, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

Should any person, entity, or User of the Site believe that their work has been reproduced on the Site in a way that constitutes copyright infringement, that person, entity, or User may notify IOC’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information: a) identification of the copyrighted work that you claim has been infringed; b) identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Site so that the copyright agent can locate it; c) your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and d) a signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation. Notices of copyright infringement claims should be sent to [email protected].  If you give notice of copyright infringement by email, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

2.6 Trademarks
IOC, the IOC logo and any other product or service name or slogan contained in the Site are trademarks of IOC and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of IOC or the applicable trademark holder. Users may not use any meta-tags or any other “hidden text” utilizing “IOC” or any other name, trademark or product or service name of IOC without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of IOC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and IOC names or logos mentioned in the Site are the property of their respective owners.

2.7 Hyperlinks
IOC makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible via hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of IOC and IOC is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites.

2.8 Non-Payment.
If Clients fail to pay amounts due under this Agreement for their Legal Services, whether by cancelling Client’s credit card or any other means, Client’s IOC account will be suspended. Without limiting other available remedies, Clients must reimburse IOC for amounts outstanding at the time of their failure to pay upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.

2.9 Advertisements and Promotions
IOC may run advertisements and promotions for and from third parties on the Site. Users business dealings or correspondence with, or participation in promotions of advertisers other than IOC, and any terms, conditions, warranties or representations associated with such dealings, are solely between Users and such third party. IOC is not responsible or liable for any loss or damage of any sort incurred by Users as the result of any such dealings or as the result of the presence of such non-IOC advertisers on the Site.

2.10 Professional Advertising and Communications
For the information of the Users, it is solely the responsibility of individual Attorneys working with IOC to ensure that any information or advertisements they post or place on the Site, and any communications they may have with Clients through the Site and the Services, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, ,or content of communications with clients, advertising, or other matters.  IOC is nothing more than a clearing house for those Attorneys’ legal services and compliance with the rules of professional conduct is the responsibility of the Attorneys themselves.

2.11 Submissions
Users acknowledge and agree that any materials, including, but not limited to, questions, comments, reviews, suggestions, ideas, feedback, plans, notes, original or creative materials, or other information provided by Users in the form of email or other submissions to or on the Site, will be treated confidential by IOC, and that IOC will take reasonable measures to keep them confidential, but that the Internet lends itself to hacking and breaches of confidentiality by third parties, and IOC shall not be responsible for any breach of confidentiality due to unauthorized use or access of such materials.

2.12 User Inputs
Users provide information and content to IOC as part of the Legal Services they request.  Users agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

1.  User Content that is false, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
2.  User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, violate any applicable rules of professional conduct, or that would otherwise create liability or violate any local, state, national or international law;
3.  User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, Users represent and warrant that Users have the lawful right to distribute and reproduce such User Content as provided under these Site Terms;
4.  User Content that impersonates any person or entity or otherwise misrepresents Users affiliation with a person or entity;
5.  Unsolicited promotions, political campaigning, advertising or solicitations, including without limitation any advertisements for professional services, professional service providers, or professional referral services;
6.  Private or confidential information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
7.  Viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files;
8.  Any answers, responses, comments, opinions, analysis or recommendations that Users are not properly licensed or otherwise qualified to provide; and
9.  User Content that, in the sole judgment of IOC, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose IOC or its Users to any harm or liability of any type.

IOC takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by Users or any third party, or for any loss or damage thereto, nor is IOC liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity Users may encounter or post on the Site. Users use of the Site is at Users own risk. Enforcement of the User Content or conduct rules set forth in these Site Terms is solely at IOC’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on behalf of Users or any third party or any reasonable expectation that the Site will not contain any content that is prohibited by such terms, conditions, policies, and rules.  IOC is not liable for any statements, representations, responses, comments or other User Content provided by its Users in any review, rating, forum, question, answer, guide or other Interactive Area. Although IOC has no obligation to screen, edit, or monitor any of the User Content posted in any Interactive Area, IOC reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted or stored on the Site at any time and for any reason without notice. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of Users rights to use the Interactive Areas and/or the Site.

If Users post User Content to the Site, Users grant IOC and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. Users grant IOC and its affiliates and sub-licensees the right to use the name that Users submit in connection with such User Content, if they choose. Users represent and warrant that: (a) Users own and control all of the rights to the User Content that Users post or Users otherwise have the right to post such User Content to the Site and to grant the rights granted herein; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content Users supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

2.13 Registration Data; Account Security
In consideration of Users use of the Site, Users agree to: (a) provide accurate, current and complete information about Users as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of Users password and identification; (c) maintain and promptly update the Registration Data and to keep all other information Users provide to IOC accurate, current, and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information Users provide to IOC. In addition, Users agree not to access or use, or attempt to access or use, the Site or any part thereof using the identity or the Registration Data of any person other than User.

3. ACKNOWLEDGMENTS BY USERS OF IOC’S ROLE.
3.1 IOC’s Role.
Users expressly acknowledge, agree, and understand that: 1) IOC Site is merely a clearing house for Legal Services to be provided by Attorneys to Clients and is not itself a law firm; 2) IOC is not a party to any contracts or agreement between Attorneys and Clients; 3) Users are not employees of IOC and IOC does not, in any way, supervise, direct, or control Users, their actions, their statements, their representations, or their work; 4) IOC shall not have any liability or obligations under or related to any contracts or agreements entered into between Users or for any acts or omissions by Users; 5) IOC has no control over Attorneys or over the services promised or rendered by Attorneys; and, 6) IOC makes no representations as to the reliability, capability, or qualifications of any Attorney or the quality, appropriateness, or legality of any legal services, and IOC disclaims any and all liability relating thereto.

3.2  No Attorney-Client Relationship
Information provided by Users or provided in articles on the Site, and any other comments, opinions, recommendations, answers, analysis, references, referrals or legally related content or information (collectively “Legal Information”) is not intended as legal advice or to create an attorney-client or attorney-prospective client relationship between Client(s) and Attorney(s). Such Legal Information is intended for general informational purposes only. It is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in the appropriate jurisdiction and qualified to address that specific legal issue, and in the absence of such in-person or telephone consultation, Users should not rely upon such Legal Information. Users understand that questions and answers or other postings to the Site are not confidential and are not subject to attorney-client privilege.  Client(s) understand that no information disclosed in a legal job posting will prohibit Attorney(s) on the Site from representing a different client in the same legal matter if no attorney-client or attorney-prospective client relationship is established.

4. INVOICES AND PAYMENT METHODS.
4.1 Payment Methods.
Users ordering paid Legal Services hereby authorizes IOC to run credit card authorizations on all credit cards provided by Users, to store credit card details as method of payment for Services, and to charge the credit card or process any other form of payment authorized by IOC or mutually agreed to between Users and IOC.  All credit card information will be stored with Stripe (stripe.com), and Attorneys purchasing Legal Services agree to accept Stripe’s terms and conditions as applicable to their transactions.

5. WARRANTY DISCLAIMER AND OTHER DISCLAIMERS.
THE SITE, THE SITE MATERIALS (INCLUDING ANY PROFESSIONAL INFORMATION) AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IOC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS IN THE SITE. IOC DOES NOT REPRESENT OR WARRANT THAT SITE MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE, OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. IOC DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

While IOC endeavors to provide, and to allow others to provide, useful information regarding attorneys and professional services, Users acknowledge that such information is reliant upon third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that professional and other information may be incomplete or may contain inaccuracies, and that information on the Site may be outdated or contain errors, omissions or misinterpretations of information. Neither IOC Ratings, Professional Information nor any of the other information contained on the Site or provided through the Services, are an endorsement of any particular Attorney or are a guarantee of an Attorney’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics. Nor are they a predictor of the outcome of any matter in which such Attorney is involved. The information provided on this Site is intended to be a starting point to gather information about Attorneys who may be suitable for Users legal needs, but Users should not rely solely on such information in deciding whether to hire any given attorney. Furthermore, Users should independently verify the accuracy of any information Users obtain on the Site before using it, and Users should obtain independent references for any Attorneys that Clients are considering hiring. Users agree to be solely responsible for their use of the Site, the Site Materials and the Services and for determining the suitability of, and the results obtained from, any Attorneys that Clients hire.

Users acknowledge and agree that Users use of the Site, or of any information or features in or on the Site, is informed by and subject not only to these Disclaimers, but also by the information and explanation available on these pages.

IOC IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION PROFESSIONAL PROFILE INFORMATION OR PROFESSIONAL INFORMATION. WHILE IOC ATTEMPTS TO MAKE USERS ACCESS AND USE OF THE SITE SAFE, IOC CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, USERS SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.

IOC reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any professionals, professional service providers or organizations, educational institutions, associations, organizations, publications, licenses, accreditations, ratings, evaluations, endorsements, reviews, products, services, processes or other information, by name, trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by IOC.

6. LIMITATION OF LIABILITY.
IN NO EVENT WILL IOC BE LIABLE TO USERS FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, ATTORNEYS’ FEES, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT.

IN NO EVENT SHALL IOC OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE OUTCOME OF LEGAL MATTERS, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM IOC OR THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO IOC’S RECORDS, PROGRAMS OR SERVICES. IF NOT OTHERWISE PROPERLY DISCLAIMED, THE AGGREGATE LIABILITY OF IOC, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE OR THE SITE MATERIALS, SHALL NOT EXCEED ANY COMPENSATION USERS PAID TO IOC IN THE ONE YEAR PERIOD PRECEDING THE DATE USER’S ALLEGED CLAIM FIRST AROSE, IF ANY, TO IOC FOR ACCESS TO OR USE OF THE SITE.

7. INDEMNIFICATION.

7.1 Proprietary Rights.
Each User shall defend, indemnify, and hold harmless IOC and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this Section 7) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any information, services, or action or omission that such User infringes on the proprietary rights of IOC or other rights of any third party.

7.2 Indemnification by User.
Each User shall defend, indemnify, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to information or services provided, or actions taken, by that User.

8. TERM AND TERMINATION.
8.1 Term.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 8.2 below.

8.2 Termination.
IOC may terminate this Agreement or Users use of the Site at any time, with or without cause, effective immediately without written notice to the Users.

8.3 Consequences of Termination.
Termination shall not relieve Users of the requirement to pay for use of the Site incurred prior to the effective date of the termination.

9. GENERAL.
9.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

9.2 Compliance.
Users shall not violate any laws or third party rights on or related to the use of the Site. Without limiting the generality of the foregoing, Users agree to comply with all applicable import and export control laws and third parties’ proprietary rights.

9.3 Notices: Consent to Electronic Notice.
Users consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or Users’ use of the Site.

9.4 Modifications.
No modification or amendment to this Agreement shall be binding upon IOC unless in a written instrument signed by a duly authorized representative of IOC. For the purposes of this Section 9.4, a written instrument shall expressly exclude electronic communications, such as email and facsimiles.

9.5 No Waiver.
The failure or delay of IOC to exercise or enforce any right or claim does not constitute a waiver of such right or claim, and shall in no way affect its right to later enforce or exercise it, unless it issues an express written waiver, signed by a duly authorized representative of it.

9.6 Assignability.
Users may not assign this Agreement, or any of its rights or obligations here under, without IOC’s prior written consent in the form of a written instrument signed by a duly authorized representative of IOC (and, for the purposes of this Section 9.6, a written instrument shall expressly exclude electronic communications such as email and facsimiles). IOC may freely assign this Agreement without consent of Users. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of IOC.

9.7 Severability.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

9.8 Choice of Law.
This Agreement and any controversy, dispute, lawsuit, or claim arising out of or relating to this Agreement, (“Claims”) shall be governed by and construed in accordance with the laws of the State of Israel.

9.9 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.
IOC and Users hereby agree that any Claims shall first be settled through negotiation. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, IOC will have the right to demand binding, non-appearance based arbitration by a third party service selected by IOC. The arbitration shall take place in Jerusalem, Israel, and in the event the parties cannot agree on a third party service or an arbitrator, IOC shall have the right select the third party service and/or the arbitrator. A final judgment will be made by the arbitrator, which must be adhered to by all parties. Users agree that any Claim Users may have against IOC, if not resolved as set forth above, must be resolved by the Israeli courts of Jerusalem, Israel. Users hereby irrevocably consent to the personal jurisdiction and venue of these courts.