Website Terms and Conditions of Use

These Terms and Conditions of Use ("Agreement") is a legal agreement between you and Inside Outside Counsel LLC (hereinafter referred to as "Website Owner"), the owner and developer of InsideOutsideCounsel.com. By registering for any service provided on InsideOutsideCounsel.com you become a customer ("Customer") and you agree to be bound by all of the terms (the "Terms") set forth in this Agreement as long as you remain a Customer. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT REGISTER FOR ANY INSIDEOUTSIDECOUNSEL.COM SERVICE.

THE MOST CURRENT VERSION OF THE TERMS, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO https://insideoutsidecounsel.com/terms. INSIDEOUTSIDECOUNSEL.COM RESERVES THE RIGHT TO CHANGE THE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.

1. Description of InsideOutsideCounsel’s Service.  

A.  Definitions.  The term “Service” as used herein refers to the services provided by InsideOutsideCounsel.com, including without limitation access to InsideOutsideCounsel.com's communication tools, document management and storage, and payment services. InsideOutsideCounsel.com does not provide an attorney referral service or serve as an employment agency or employer. We provide a venue for our Customers to meet and exchange information with our Advisor Users.  “Advisor Users” refer to registered Advisor Users in the legal field who may communicate with and provide consulting work to Legal Clients or fellow Advisor Users via the Service. Advisor Users are not the employees or agents of InsideOutsideCounsel.com.  Please see Section 6 of this Agreement for more information about Advisor Users.

B. Description of InsideOutSideCounsel.com’s Service.  The InsideOutsideCounsel.com Service is a platform for collaboration and communication between legal professionals and businesses seeking legal assistance. The InsideOutsideCounsel.com Service provides access to InsideOutsideCounsel.com’s virtual community of professional Advisor Users; easy collaboration through InsideOutsideCounsel.com’s communication management tools; document management and storage; and simple, secure payment service directly between Advisor Users and Customers.  

C.  What InsideOutsideCounsel.com’s Service Is Not.  There are several kinds of services that InsideOutsideCounsel.com expressly does not provide, and is unable to provide, as follows:

        i. For the avoidance of doubt, INSIDEOUTSIDECOUNSEL.COM IS NOT A LAW FIRM. InsideOutsideCounsel.com does not offer legal services or legal representation of any kind. InsideOutsideCounsel.com does not offer any legal counsel, legal advice, legal opinions, recommendations, referrals, or other kinds of legal services or information. Nor are Advisor Users employees or agents of InsideOutsideCounsel.com. Because it is not a law firm, USE OF INSIDEOUTSIDECOUNSEL.COM DOES NOT CREATE ANY ATTORNEY-CLIENT PRIVILEGED RELATIONSHIP WITH INSIDEOUTSIDECOUNSEL.COM, but only between a User and Advisor User, the latter being an attorney. InsideOutsideCounsel.com does not offer legal advice or services. Any use of the InsideOutsideCounsel.com Service is not intended to, and does not, create an attorney-client relationship. InsideOutsideCounsel.com is not liable for the actions or omissions of any Advisor User performing consulting services for a User.

        ii. For the avoidance of doubt, InsideOutsideCounsel.com is not involved in agreements between Users or in the representation of Users, who are free to make their own independent lawyerly and client decisions about whether a level of representation, fee structure, or kind of representation is right for them. At no point may InsideOutsideCounsel.com be held liable for the actions or omissions of any Advisor User performing consulting services for a User, which are wholly beyond the purview and ability of InsideOutsideCounsel.com to understand and to supervise.  Moreover, Users and Advisor Users are responsible for executing any supplemental engagement letters that spell out more clearly the duties of any legal representation between them.  

        iii.  For the avoidance of doubt, InsideOutsideCounsel.com does not certify any of its Users or Advisor Users. InsideOutsideCounsel.com simply provides an online platform on which those companies seeking legal assistance may communicate and transact with legal professionals who potentially may be suited to their needs. InsideOutsideCounsel.com does not approve any of its Advisor Users and does not verify statements that Advisor Users may make on the platform to Users.

        iv.   For the avoidance of doubt, InsideOutsideCounsel.com is by no means a lawyer referral service, attorney employer, or employment agency. InsideOutsideCounsel.com is not an attorney referral service, employer of attorneys, or employment agency for attorneys. InsideOutsideCounsel.com does not endorse any individual Advisor User to service a Legal Client. While InsideOutsideCounsel.com uses commercially reasonable efforts to screen and confirm that registered Advisor Users are licensed attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Advisor User or good fit of a particular attorney for a particular company or kind of legal work. InsideOutsideCounsel.com does not warrant or guarantee that Advisor Users are covered by professional liability insurance. InsideOutsideCounsel.com encourages Legal Clients to research any Advisor User before accepting professional advice.

        v.  For the avoidance of doubt, InsideOutsideCounsel.com does not guarantee results. From time to time, Legal Clients may submit testimonials regarding their experience with Advisor Users generally or particular Advisor Users.  However, these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. InsideOutsideCounsel.com will have no responsibility or liability of any kind for any User-Generated Content or legal advice you encounter on or through the Website, and any use or reliance on User-Generated Content or Advisor User legal advice is solely at your own risk.

        vi.  For the avoidance of doubt, InsideOutsideCounsel.com does not run conflicts checks regarding conflicts of interests between Advisor Users, their other clients, and Users.  This is solely the responsibility of Advisor Users.  

        vii.  For the avoidance of doubt, InsideOutsideCounsel.com does not monitor the actual time worked by the Advisor Users, who are solely responsible for keeping track of their time, which they should do using timer methods and technology common in the legal services industry.  HOURLY ESTIMATES ARE APPROXIMATE, AND AN ADVISOR USER AGREES, AND USERS ACKNOWLEDGE, THAT UP TO A 15% DEVIATION UPWARDS IN THE NUMBER OF HOURS IS ACCEPTABLE IN A GIVEN MONTH IF DURING A THREE-MONTH USAGE PERIOD, THE NUMBER OF HOURS CALCULATED AS A THREE-MONTH AVERAGE APPROACHES THAT ESTIMATED MAXIMUM.  

        viii.  FOR THE AVOIDANCE OF DOUBT, ADVISOR USERS ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY INFORMATION, SOLICITATIONS, OR ANY COMMUNICATIONS THEY MAY HAVE WITH PROSPECTIVE OR CURRENT CLIENTS THROUGH THE INSIDEOUTSIDECOUNSEL.COM, FULLY COMPLY WITH ALL APPLICABLE LAWS AND RULES OF PROFESSIONAL CONDUCT, INCLUDING THOSE CONCERNING THE UNAUTHORIZED PRACTICE OF LAW AND THOSE REGULATING THE FORM, MANNER OR CONTENT OF COMMUNICATIONS WITH CLIENTS, ADVERTISING, OR OTHER MATTERS.

        ix.        For the avoidance of doubt, all fees paid by Users to Advisor Users are paid in full directly to Advisor Users.  InsideOutsideCounsel.com does not at any time access or retain any portion of those fees.  Advisor Users agree to process all retainers, invoices, all amounts billed to any Users at all times (“Payments”) via the InsideOutsideCounsel.com platform.  If a User is either unwilling or unable to make payment via InsideOutsideCounsel.com, Advisor User agrees to notify InsideOutsideCounsel.com of any new payment arrangement. Payment by a Legal Client to Advisor User, made outside of the service without prior notification to InsideOutsideCounsel.com, constitutes a full waiver by both User and Advisor User of any InsideOutsideCounsel.com services.  The parties acknowledge that InsideOutsideCounsel.com uses substantial labor and effort to service and connect Users with InsideOutsideCounsel.com’s Advisor Users.  Both User and Advisor User represent and warrant that they will not circumvent or attempt to circumvent InsideOutsideCounsel.com or this Agreement, or in any way procure legal services from an Advisor User outside of the InsideOutsideCounsel.com Platform, without InsideOutsideCounsel.com’s prior written consent. At InsideOutsideCounsel.com’s discretion, any Advisor Users engaging Users  such as to cause a violation of this subsection may have substantial restrictions placed on their account, which may effectively curtail their usage of InsideOutsideCounsel.com.

        x.        Refunding of Fees. All fees paid by Advisor Users to InsideOutsideCounsel.com are final and non-refundable. User’s acknowledge and accept that all fees paid to Advisor Users are on a flat fee basis and that any unused hours during any month will not be carried forward to any subsequent month. In the event that a User and an Advisor User terminate their engagement for any reason and the Advisor User has not yet performed the full amount of work paid for by the User (not including any deviations allowed for under this Agreement) then the Advisor User shall refund the User for the amount that is proportionate to such work that was not yet performed by the Advisor User.

        xi.        Trial Period. Advisor User agrees to extend to the User the benefit of a trial period (“Trial Period”) for the initial engagement of an individual Advisor User with User. The length of the Trial Period will be the earlier of: (a) three (3) business days; or (b) the provision by the Advisor User of the equivalent of three (3) hours of legal services to the User. User will be the sole judge of the performance, suitability, and capability of any Advisor User paired with User and may request the replacement of any Advisor User for any lawful reason if such Advisor User does not, in User’s discretion, meet User’s requirements. If User is not satisfied with an Advisor User’s services, and communicates the same in writing to InsideOutsideCounsel.com during the Trial Period, then Advisor User agrees not to invoice User for such Advisor User’s Work during the Trial Period. InsideOutsideCounsel.com will, as User’s sole remedy, provide User with access to another Advisor User for an additional Trial Period. User will describe in writing to InsideOutsideCounsel.com the reasons for User’s dissatisfaction with such Advisor User to enable InsideOutsideCounsel.com to promptly provide User with access to an acceptable replacement Advisor User. If User does not provide InsideOutsideCounsel.com with such timely written notice, the Advisor User will be deemed acceptable and Advisor User may invoice User for such Advisor User’s services, including the Trial Period. If at any time User requests that an Advisor User be replaced, or if an Advisor User becomes unavailable, then InsideOutsideCounsel.com will, as its sole obligation and User’s exclusive remedy, use commercially reasonable efforts to provide access to another Advisor User from among available Advisor Users who use InsideOutsideCounsel.com’s Services and who are acceptable to User. Such replacement Advisor User will be subject to a Trial Period if it is Advisor User’s initial engagement with User. User will be entitled to up to three (3) Trial Periods for each six (6) month period that User is signed up for InsideOutsideCounsel.com’s Services.

D.  Advisor User Service Payments to InsideOutsideCounsel.com. Advisor Users are responsible for paying monthly fees associated with your use of the Service. By using the Service, you agree to pay InsideOutsideCounsel.com or the Website Owner the monthly amount agreed based on the level of InsideOutsideCounsel.com Services you access.  You are responsible for providing us with a valid and up-to-date means of payment at all times.  InsideOutsideCounsel.com agrees to furnish Advisor Users with a full invoice of each charge in advance of collecting payment of Services fees.  By agreeing to these terms and those contained in the Addendum, Advisor Users are giving InsideOutsideCounsel.com permission to charge their on-file credit card, PayPal account, or other approved methods of payment for Service fees.

E.        The services provided by Advisor Users to Users are personal in nature and may not be delegated to third parties even within a relationship of privity with the Advisor Users unless expressly permitted in writing by the User in advance.

F.  Advisor Users and Users represent and warrant that they are not prohibited by law, regulation, or rule or rule of professional conduct from providing or receiving their services, respectively, and that their participation in the InsideOutsideCounsel.com is likewise lawful and permitted and both agree to indemnify and hold harmless InsideOutsideCounsel.com and the Website Owner for any consequences should the foregoing representation and warranty be breached in any way.

2. Limitations of Liability and Indemnification. By using any services provided by InsideOutsideCounsel.com, you agree that in no event will InsideOutsideCounsel.com, Website Owner, its and their officers, employees, agents, affiliates, licensees and web hosting services be liable for any direct or indirect, incidental, special or consequential damages as a result of your accessing the website and using any of the services available. Your sole remedy for any breach or default of this Agreement by InsideOutsideCounsel.com or Website Owner shall be a return of any fees paid to InsideOutsideCounsel.com or Website Owner for any services provided under this Agreement. You indemnify and agree to defend and hold harmless InsideOutsideCounsel.com, Website Owner, its and their officers, employees, agents, affiliates, licensees and web hosting services and third parties for any losses, costs, liabilities and expenses (including but not limited to court costs, legal fees, awards or settlements) relating to or arising out of your use of InsideOutsideCounsel.com, including any breach by you of the Terms contained in this Agreement.

3. Responsibility for Use of Website. You understand and agree that you are solely responsible for your actions and decisions to meet other people who you meet online by virtue of the services provided on InsideOutsideCounsel.com. You understand that InsideOutsideCounsel.com and Website Owner do not perform psychological testing or background checks on the individuals who may use the InsideOutsideCounsel.com services. You understand and agree that you must take all reasonable precautions before meeting others through the service provided by InsideOutsideCounsel.com, which includes, but is not limited to: exchanging e-mail first before giving out any personal information and meeting in a public place.

4. Do Not Rely on InsideOutsideCounsel.com. Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from InsideOutsideCounsel.com or Website Owner. InsideOutsideCounsel.com and Website Owner do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information.

5. Warning re: Offensive Information. It is possible that other InsideOutsideCounsel.com Customers will post or send obscene or offensive materials on the site or to you via e-mail. It is also possible that by using your e-mail address, other people may, through other means outside the control of InsideOutsideCounsel.com, have access to personal information about you. InsideOutsideCounsel.com, Website Owner, its employees, agents, affiliates, licensees and web hosting services are not responsible for these transmissions or for the release of such information by others about you.

6. Right to Monitor. InsideOutsideCounsel.com and Website Owner reserve the right, but are not obligated, to monitor materials posted in any public area and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.  You understand and agree that if your use of the website’s services is determined by InsideOutsideCounsel.com, in its sole and reasonable discretion, to be offensive, obscene or otherwise improper, InsideOutsideCounsel.com can terminate your use of the website immediately without prior notice and without any right of refund, set-off or a hearing.  You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, please contact InsideOutsideCounsel.com immediately. It is up to you to maintain the confidentiality of your password and account. InsideOutsideCounsel.com is not responsible or liable for any loss or damage arising from your failure to comply with the provisions of this Agreement.

7. Confidentiality. It is agreed that all personal information given to InsideOutsideCounsel.com or Website Owner, will be kept confidential by InsideOutsideCounsel.com and Website Owner, with the following exceptions: (1) basic biographical information (i.e. age, sex, race) will be posted with your user ID for others to view; (2) you actively chose to post your personal information for others to see; (3) you send a message to another Customer, which will disclose your e-mail address to that Customer or (4) you have harassed another person via any service provided by InsideOutsideCounsel.com, in which case the confidentiality clause contained in this Agreement is rendered null and void. Any passwords used for this website are for the Customer’s individual use only. You will be responsible for the security of your password(s). From time to time, InsideOutsideCounsel.com may require that you change your password. You are prohibited from using any services or facilities provided in connection with this website to compromise its security or tamper with any of its system, resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, InsideOutsideCounsel.com reserves the right to release your account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. InsideOutsideCounsel.com reserves the right to investigate suspected violations of this Agreement. InsideOutsideCounsel.com and Website Owner reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing InsideOutsideCounsel.com to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate this Agreement.

8. Ownership, Copyrights, Trademarks, Licenses. InsideOutsideCounsel.com and Website Owner own and retain all proprietary rights to the InsideOutsideCounsel.com service, its trademarks and copyrights. Except for any information that is in the public domain, you are not authorized to reproduce, transmit or distribute the proprietary information of InsideOutsideCounsel.com and Website Owner. By posting information to InsideOutsideCounsel.com and Website Owner you represent that you have the right to grant permission for use by InsideOutsideCounsel.com and Website Owner.  

9. No Warranties. THE USE OF INSIDEOUTSIDECOUNSEL.COM AND ANY SERVICE IT PROVIDES IS AT YOUR SOLE RISK. THE WEBSITE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INSIDEOUTSIDECOUNSEL.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INSIDEOUTSIDECOUNSEL.COM MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICES WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE SOFTWARE UTILIZED BY THE SERVICES WILL BE CORRECTED.

10. Arbitration.  Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Phoenix, Arizona.  The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Arizona. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, subject to the limitations set forth in Section 1. of this Agreement, but shall not be empowered to award direct, indirect, incidental, special or consequential damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement. Notwithstanding the foregoing, any action seeking injunctive relief shall be submitted to the courts and shall not be subject to this provision.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THIS WEBSITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

11. Severability. If any part of this Agreement is found by a court of competent jurisdiction to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. In addition, in such event the unenforceable or invalid provision shall be deemed to be modified to the extent necessary to (i) render it valid and enforceable and (ii) give the fullest effect possible to the original intent of the provision.

12. Certification. You certify that you are at least 18 years of age and that your answers to the registration materials on InsideOutsideCounsel.com will be truthful. In accessing and using InsideOutsideCounsel.com, you understand and agree that basic information concerning you, given to InsideOutsideCounsel.com, may be published on the website for others to view along with your User ID. Your name, address and e-mail address are kept confidential, except where provided above.  OU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER, ACCESS AND USE ANY SERVICE PRVIDED BY THIS WEBSITE. IF YOU ARE UNDER THE AGE OF 18, DO NOT USE THIS WEBSITE FOR ANY PURPOSE.

13. Entire Agreement. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and InsideOutsideCounsel.com and Website Owner with respect to the InsideOutsideCounsel.com and any service it provides. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies, guidelines, or rules that may apply when you use InsideOutsideCounsel.com or any of its services. Website Owner may revise these Terms and Conditions of Use at any time, and such changes will be effective from and after the date that the same are delivered to you by e-mail or regular mail. Your continued use of InsideOutsideCounsel.com after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.

14. Waiver. The failure of Website or Website Owner to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Website or Website Owner must be in writing and signed by an authorized representative of the Website Owner.

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