BizCounsel Legal Plan Contract

This is a contract between us, BizCounsel, Inc. ("BizCounsel") and you, (the “BizCounsel Member,” "Member," “you,” or “your”), for the BizCounsel plan services described below ("BizCounsel Plan" or “Plan”). This agreement is effective as of the date you accept its terms by purchasing a BizCounsel Plan or accepting a free trial thereof (the "Effective Date"). If you sign up for a BizCounsel Plan, you accept these terms, conditions, and limitations. Please read this agreement carefully.


LEGAL PLANS ARE NOT A SUBSTITUTE FOR ACCOUNTING, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES.


1. Incorporation of Additional Terms
Your use of BizCounsel.com and membership in a BizCounsel Plan are also subject to your acceptance of our Terms of Use, Privacy Policy, and Terms of Service, each of which is incorporated herein by reference.


2. BizCounsel Plan Membership; Assignment. We reserve the right to accept or refuse membership in our discretion. You may not transfer or assign your BizCounsel Plan or these benefits.


3. Benefits of BizCounsel Plan. BizCounsel Plans offer the following benefits according to the plan the Member is enrolled in:


(a) BizCounsel Plan Benefits. Paid membership in any BizCounsel Plan provides the following benefits (collectively, the "Plan Benefits"):


(i) Phone Consultations. Telephone consultations with a participating firm (the "Provider Law Firm"), during normal business hours, of up to one half (1/2) hour each, and up to one hour of time researching the topic of the consultation. BizCounsel Members may receive follow-up consultations on the same matter, unless, in the sole discretion of the Provider Law Firm, further consultations would be duplicative of information previously provided or otherwise unnecessary. Consultations may not include discussion of tax-related matters.


(ii) Contract Reviews. Review by a Provider Law Firm of contracts up to ten (10) pages total in length. The Member must either be a party to the agreement or otherwise have an interest in the agreement pertinent to the Member’s business. Where requested, the Provider Law Firm shall provide one (1) telephone consultation about the reviewed document, during normal business hours, and advise the Member on any areas of concern and the implication of those provisions and their conformity to state or federal law. If further legal services are required or requested by the Member beyond those described in this section, the services shall be provided at the applicable discount provided in Section 3(a)(iii). Reviews of contracts exceeding 10 pages in length shall be subject to the provisions of Section 3(a)(iii). Contract review services do not include review of documents relating to court proceedings or lawsuits or any other exclusions or limitations set forth in Section 6 of this agreement.


(iii) Additional Legal Services. If a Member engages the Provider Law Firm for services that are not included in the Plan Benefits in this agreement, the Provider Law Firm shall provide flat fee legal services at a fifty percent (50%) discount than the Provider Law Firm’s standard rate, as such rates are reported to BizCounsel. In the event the matter is not included in the rate card or, in the sole discretion of the Provider Law Firm, the matter requires more attorney time or attention than ordinarily required, the legal services shall be provided at a twenty percent (20%) discount from the Provider Law Firm's standard rates for representation, as such rates are reported to BizCounsel.


(b) Additional Benefits for BizCounsel Advanced Members. BizCounsel Members with paid membership in a BizCounsel Advanced plan or a plan offering the Proactive Prevention benefits (“BizCounsel Advanced Members”) shall receive the following benefits in addition to the Plan Benefits described above (together, “BizCounsel Advanced Plan Benefits”):


(i) Legal Vulnerability Audit & Remediation. BizCounsel Advanced Members are entitled to a complimentary legal audit of their business’s legal risk profile (“Legal Vulnerability Audit”) with each paid 6-month membership. The Legal Vulnerability Audit is intended to provide the BizCounsel Member with an assessment of the Member’s Business’s legal profile and to provide recommendations for addressing issues or risks businesses typically encounter. The Legal Vulnerability Audit includes a phone consultation during normal business hours of up to one (1) hour to discuss recommendations. Where appropriate, in the Provider Law Firm’s sole discretion, the Provider Law Firm will provide a written summary of the consultation and any recommendations for the Member to reduce her exposure to potential lawsuits. The Legal Vulnerability Audit is designed to discuss common issues businesses face that if left unaddressed may lead to litigation. The Legal Vulnerability Audit is not designed to catch everything. If you have specific concerns about your business, you may need to schedule another consultation or, in some instances, may need to pay for additional services to be rendered by a Provider Law Firm. The Legal Vulnerability Audit is not a guarantee that you will not be sued. Unfortunately, even businesses that are fully compliant may face litigation that may even be frivolous or unmeritorious.


(ii) Preventative Legal alerts. BizCounsel Advanced Members may receive updates concerning major legal or regulatory developments that might affect businesses at the state or federal level. Preventative Legal Alerts are updates designed to keep BizCounsel Advanced Members informed of legal or regulatory changes that might affect the Member’s business. Preventative Legal Alerts are not designed to keep Members appraised of all legal or regulatory developments and are not a substitute for consulting an attorney or other relevant professional.


(iii) Employee practices review. BizCounsel Advanced Members are entitled to a complimentary review of their business’s employee practices (“Employee Practices Review”) with each paid 6-month membership. The Employee Practices Review is intended to provide the BizCounsel Advanced Member with an assessment of the Member’s employment practices and to provide recommendations for addressing issues or risks businesses typically encounter. The Employee Practices Review includes a phone consultation during normal business hours of up to one (1) hour to discuss recommendations. Where appropriate, in the Provider Law Firm’s sole discretion, the Provider Law Firm will provide a written summary of the consultation and any recommendations for the Member to reduce her exposure to potential lawsuits stemming from employment practices. The Employee Practices Review is designed to discuss common issues businesses face that if left unaddressed may lead to employment litigation. The Employee Practices Review is not designed to catch everything. If you have specific concerns about your employment practices, you may need to schedule another consultation or, in some instances, may need to pay for additional services to be rendered by a Provider Law Firm. The Employee Practices Review is not a guarantee that you will not be sued. Unfortunately, even businesses with fully compliant employment practices may face litigation that may even be frivolous or unmeritorious.


(iv) Priority Appointment Privilege. In the event that multiple Members try to simultaneously book the same appointment slot with a Provider Law Firm attorney, BizCounsel Advanced Members will have priority in scheduling (“Priority Appointment Privilege”). Priority Appointment Privilege does not guarantee the availability of an attorney at any specific time and BizCounsel and the Provider Law Firm expressly disclaim any liability in the event that an attorney is unavailable at a specific time or date requested by a BizCounsel Advanced Member.


(c) 7-Day Free Trial Plan. Participation in a BizCounsel 7-day free trial provides the trial participant with a complimentary telephone consultation with a Provider Law Firm during normal business hours, of up to one half (1/2) hour, and up to one hour of time researching the topic of the consultation. Consultations may not include discussion of tax-related matters or involve any of the following excluded subject areas: Documents concerning ongoing or contemplated litigation; Criminal investigations; Regulatory or administrative investigations or inquiries; Settlement agreements; Intellectual property; Class Action Defense; Tax; Bankruptcy; Admiralty; Securities; Antitrust; or Immigration. Participation in a BizCounsel 7-day free trial does not entitle the participant to any other Plan Benefits not specified in this subsection. BizCounsel 7-day free trials are subject to the limitations and exclusions set forth in Section 6 of this agreement.


4. No Limitations BizCounsel Member’s Right to Obtain Additional Counsel. Nothing in any Plan or this agreement shall be construed to limit the right of a BizCounsel Member to retain, at his or her own expense, an unaffiliated attorney. BizCounsel shall not be obligated to pay for any such services.


5. BizCounsel Is Not a Law Firm. Please note that BizCounsel does not provide legal services. Attorneys made available through any BizCounsel Plan are third-party independent contractors who agree to provide legal services directly to you through a separate retention agreement between you and the attorney. Their contact information is provided as advertising. The attorneys have agreed to provide complimentary phone and email consultations related to subject matters about which they represent that they are qualified in jurisdictions where they are admitted to practice. A conflict check will apply. BizCounsel will not select an attorney for you. BizCounsel makes no guarantees as to the substance of the attorney's advice.


6. Exclusions; Conflicts.
a. The following items and matters are specifically excluded from the Plans, and are not to be considered or treated as Plan Benefits under any plan offered by BizCounsel:
(i) Any action that directly or indirectly involves BizCounsel or any of its affiliates, directors, agents, or employees;
(ii) Any action or question concerning or involving the laws of a jurisdiction outside of the Member’s state;
(iii) Tax-related issues or questions or matters involving any of the following subject areas: Documents concerning ongoing or contemplated litigation; Criminal investigations; Regulatory or administrative investigations or inquiries; Settlement agreements; Intellectual property; Class Action Defense; Tax; Bankruptcy; Admiralty; Securities; Antitrust; or Immigration.
(iv) Any claim, action, matter or question which a Provider Law Firm, in its sole discretion, determines was brought to the attention of the Provider Law Firm too close to an applicable or potential statute of limitation, statute of repose, or any other deadline which prevents the Provider Law Firm from having adequate time to properly prepare or investigate;
(v) Any action that directly or indirectly involves any Provider Law Firm;
(vi) Any action based on acts or occurrences that are alleged to have occurred or conditions that were reasonably anticipated or foreseeable before the Member's enrollment that did or may give rise to a lawsuit by or against such BizCounsel Member; provided, however, that the Provider Law Firm may, in its sole discretion and at its own risk, disregard this exclusion;
(vii) Any action that resulted in the prior recruitment or retention by the BizCounsel Member of another attorney; provided, however, that the Provider Law Firm may, in its sole discretion and at its sole risk, disregard this exclusion;
(viii) Any matter involving the law of a jurisdiction outside of the United States;
(ix) Any appeal to an appellate court (i.e., not a trial court); provided, however, that the Provider Law Firm may, in its sole discretion and at its sole risk, disregard this exclusion;
(x) Any matter that, in the Provider Law Firm's opinion, is frivolous in nature or objective; or
(xi) Any case matter or requested service that is determined by the Provider Law Firm to lack sufficient merit to warrant pursuit, or that the Provider Law Firm decides has been raised an inordinate or unreasonable number of times without a change in circumstances.


7. Not Insurance. The Plans offered through BizCounsel are not contracts of insurance or indemnification insurance plans, and are not regulated as such. BizCounsel is not an insurance company and does not guarantee legal representation in every situation. The Plans provide BizCounsel customers with access to free and discounted legal services from Provider Law Firms. BizCounsel does not reimburse or indemnify any Member or pay any Provider Law Firm for attorney fees or expenses. BizCounsel makes no payments to firms in Florida, Georgia, and Massachusetts.


8. Use.
a. General Practices.
You acknowledge that BizCounsel may establish general practices and limits concerning use of its Plans, including without limitation the maximum number of complimentary attorney consultations you may receive in a given period of time related to one or all subjects.
b. Right to Change Practices.
You acknowledge that BizCounsel reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. However, you have the right to cancel your membership should we materially decrease benefits.
c. Responsibility for Misuse.
You are responsible for all expenses incurred or other actions that may occur through your use of a BizCounsel Plan. You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of a Plan, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.


9. Authority to Enter Agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with this agreement, you may not sign up for or use any Plan. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in this agreement and the order you placed, including without limitation, the payment obligations. We are not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication, reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.


10. Payment; Automatic Renewal Terms.
a. Membership Fee Payments.
You will be charged in accordance with the pricing terms in effect at the time of your initial purchase, unless you are notified of a fee change in accordance with "Fee Adjustments" below. For any BizCounsel Plan you purchase that is charged in full upon purchase, you agree that for each renewal term for such Plan, the amount due for the next term will be due and immediately payable in full as of the first day of that renewed term. For any BizCounsel Plan you purchase and opt to pay plan fees in monthly installments, your card will be charged the monthly installment of the plan fees on a monthly, recurring basis for the duration of the term of your plan and through any renewal term. For each Plan, your charge remains for each term regardless of whether you use any Plan Benefits during that term. EVEN IF YOU DO NOT USE THE PLAN BENEFITS OR SPEAK WITH AN ATTORNEY, YOU WILL BE RESPONSIBLE FOR ANY MEMBERSHIP FEES UNTIL YOU CANCEL YOUR BIZCOUNSEL MEMBERSHIP OR IT IS OTHERWISE TERMINATED. For more information regarding canceling your subscription, see the "Termination or Cancellation" section below.


b. Billing & Automatic Renewal.
To allow payment for the initial BizCounsel Plan term, valid credit card information is due at the time of purchase. Your BizCounsel Plan subscription will renew automatically at the end of the initial plan term of six months (the "Billing Date") and at the end of each term thereafter unless and until you give notice of your intention to terminate your subscription pursuant to the terms of this agreement. If you do not give us notice of such intention, your credit card will be charged for the renewal term of your Plan subscription on your Billing Date. If your purchase date is on the 29th through 31st day of any month, your Billing Date for renewals in months with fewer days will fall on the last day of the month. BizCounsel may adjust your Billing Date in subsequent renewal periods without notice. Unless otherwise notified in advance by BizCounsel pursuant to this agreement, the renewal charge will be equal to the original purchase price for the Plan. You agree to pay BizCounsel the fees associated with your subscription. Additional discounts may be available for members purchasing multiple months up front, as part of certain promotions which may include additional terms and conditions presented with the offer, or where limited by law.


c. Notice of Automatic Renewal.
As a courtesy to you, we may send a reminder email to the email address of record for your account approximately one week before your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and we are not obligated or required to provide such notice. You acknowledge and agree that (i) your failure to read, (ii) inability to receive, or (iii) the failure of BizCounsel to send the email does not create any liability on the part of BizCounsel or any third-party service provider.


d. Promotional Trial Memberships.
We sometimes offer customers trial memberships, all of which are subject to these Subscription Terms (unless otherwise stated in the offer). For a trial or other promotional membership with no initial charge, you agree we may authorize a charge to your method of payment to verify your payment source for the full value of the membership you are trying. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING 800-953-0075 OR EMAILING US AT CANCELLATIONS@BIZCOUNSEL.COM, YOU WILL BE ENROLLED IN A BIZCOUNSEL MEMBERSHIP THAT WILL RENEW AUTOMATICALLY EVERY SIX MONTHS AND YOUR CREDIT CARD WILL BE CHARGED IN FULL FOR EACH SIX MONTH TERM AT THE BEGINNING OF THE TERM.


e. Attorney Fees.
Fees for non-complimentary attorney services provided pursuant to a Plan membership shall be paid directly to Provider Law Firms by BizCounsel Members. Provider Law Firms and attorneys are not employees or agents of BizCounsel, and have no financial obligation to BizCounsel.


11. Fee Adjustments. BizCounsel may increase its fees for any Plan membership effective the first day of a renewal term by giving you notice of the new fees at least thirty (30) days before the beginning of the renewal term. If you do not cancel your membership pursuant to this agreement, you shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the next renewal term without any pro rata reduction for the period covered under the prior fee schedule.


12. Termination or Cancellation.
a. By BizCounsel.
(i) If payment is not made on the Billing Date, as described above, you will have until the one (1) month anniversary of your Billing Date (in Texas and Massachusetts, this grace period will be thirty-one (31) days) to correct the credit card information on file and post a payment to your account. If after the expiration of this grace period you have not made any payment on your Plan membership, your non-payment may result in suspension of service and subsequent termination of your membership.
(ii) Your right to use a BizCounsel Plan membership is subject to any limits established by BizCounsel or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, BizCounsel reserves the right, in its sole and absolute discretion, to suspend or terminate access to your Plan, thereby terminating this agreement and all obligations of BizCounsel hereunder. If a charge made to your credit card is declined, BizCounsel may make multiple subsequent attempts to bill that card again in the future.
b. By You.
(i) After you have received this agreement in your welcome email, you have ten (10) days in which to examine it. If during this period you decide that you are not satisfied with the agreement, you may return the agreement to us and have any prepaid amounts refunded. If the agreement is returned and you have not sought legal services pursuant hereto within this time period, the agreement shall be void from the beginning and the parties shall be in the same position as if this agreement had not been issued.
(ii) You have the right to cancel your membership before the applicable renewal period by calling our Customer Care team at 800-953-0075 or emailing us at cancellations@bizcounel.com. After such cancellation, your membership will remain active until the end of then-applicable period.


13. Dispute Resolution. The parties agree to arbitrate all disputes and claims pursuant to the Terms of Service and Terms of Use of BizCounsel.com. A BizCounsel Member has the right to file a complaint with his or her state's bar association concerning the conduct of an affiliated attorney under the Plan.


14. Professional, Independent Attorney Judgment. Attorneys performing legal services for BizCounsel Members under the terms of this agreement are not agents or employees of BizCounsel. Any attorney rendering legal services to BizCounsel Members under a BizCounsel Plan shall maintain the attorney-client relationship with the BizCounsel Member, and is solely responsible to the BizCounsel Member for all legal services provided. It is within the sole discretion of the attorney to determine whether claims or defenses pertaining to any matter under this agreement present a frivolous or otherwise unmeritorious claim or defense. Participating attorneys reserve the right to make independent professional judgments regarding such presentations. BizCounsel will in no way influence or attempt to affect the rendering of professional services of the participating attorneys.


15. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from BizCounsel (including information provided by a Provider Law Firm or an attorney offering a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.


Updated: November 16, 2018