Effective October 3, 2019
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 legal plan services described below ("BizCounsel Legal Plan" or “Plan”). This agreement is effective as of the date you accept its terms by purchasing a BizCounsel Legal Plan or accepting a free trial thereof (the "Effective Date"). If you sign up for a BizCounsel Legal 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
2. BizCounsel Legal Plan Membership; Assignment. We reserve the right to accept or refuse membership in our discretion. You may not transfer or assign your BizCounsel Legal Plan or these benefits.
3. Benefits of BizCounsel Legal Plans. BizCounsel Legal Plans offer the following benefits according to the plan the Member is enrolled in (collectively, the "Plan Benefits"):
(a) BizCounsel Legal Plan Benefits.Paid membership in any BizCounsel Legal Plan provides the following 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 for each new legal matter (“Phone Consultation”). If the Provider Firm determines after the Phone Consultation that a follow-up consultation is necessary, it may, in its sole discretion, offer the Member a follow-up Phone Consultation at no additional charge.
(ii) Discounts for Additional Legal Services.If a Member engages the Provider Law Firm for services not included in the Plan, the Member is entitled to the following discounts:
1. BizCounsel Members have access to a menu of discounted flat fee legal services listed on the BizCounsel rate card, as it may be updated from time to time, at the specified discounted price for Members. The purchase of a flat fee service from the BizCounsel rate card entitles the purchaser to one (1) Phone Consultation and one (1) round of revisions. In the event the purchaser desires additional work or has further questions beyond these limitations, additional work will be charged at the applicable discount on hourly rates provided in this agreement.
2. In the event the matter is not included in the rate card or, in the sole discretion of the Provider Law Firm, the matter is not suitable for flat-fee pricing, the legal services shall be provided at a twenty percent (20%) discount from the Provider Law Firm's standard hourly rates for representation, as such rates are reported to BizCounsel.
(b) Additional Benefits for BizCounsel Preferred Members.BizCounsel Members with paid membership in a BizCounsel Preferred plan (“BizCounsel Preferred Members” or “Preferred Members”) shall receive the following benefits in addition to the Plan Benefits described above (together, “BizCounsel Preferred Plan Benefits”):
(i) Monthly Contract Reviews. Review by a Provider Law Firm of contracts up to ten (10) consecutive pages total in length and one (1) telephone consultation of up to one half (1/2) hour concerning the contract, at a scheduled appointment during normal business hours, to advise the BizCounsel Preferred Member on any areas of concern and the implication of those provisions and their conformity to state or federal law (“Included Contract Review”). The Preferred Member must either be a party to or otherwise have an interest in the agreement pertinent to the Preferred Member’s business. Preferred Members on Monthly Payment Plans are entitled to two (2) Included Contract Reviews per month. Preferred Members on Annual Payment Plans are entitled to twenty-four (24) Included Contract Reviews per annual membership term. If further legal services are required or requested by the Preferred Member beyond those described in this subsection, such services shall be provided at the applicable discount provided in Section 3(a)(ii). Included Contract Reviews are subject to all exclusions from Plan Benefits and any other limitations set forth in this agreement.
(ii) Monthly Contract Drafting Credit. Preferred Members are entitled to a $50 credit to be used toward either custom document drafting or contract review services provided by a BizCounsel Provider Law Firm each month in accordance with the following:
1. Preferred Members on Monthly Payment Plans. Preferred Members on Monthly Payment Plans (as defined in Section 10) will receive access to their first monthly credit award on the date that their first payment for the applicable plan is received by BizCounsel, and will receive each additional monthly credit award on the first of each succeeding month for the duration of membership. In the event your payment method is declined or otherwise fails, you will have fifteen (15) days to correct the issue. If you fail to correct the issue within 15 days, all accrued credits will be lost and your membership may be cancelled pursuant to this agreement. If a monthly credit award is not used in its entirety in the month the credit was awarded, the balance will roll over and you will be able to use the credits along with any other unused credits for six (6) months from the date the applicable credit was awarded. Balance roll-overs are subject to a maximum balance of $300. If the balance in your account exceeds this amount, your oldest credit award(s) will be forfeited until your balance is $300 or less. There is no limit to the number of transactions you may apply your credits to. You may accumulate and use monthly credits toward any single transaction or transactions, subject to the limitations provided herein. Credits are nontransferable and may not be combined with credits from another BizCounsel membership. If you cancel your membership, any accrued credits will be immediately forfeited. If your monthly payment date is later than the date that you received your monthly credit award, and you used the credit award for that month before you cancelled your membership, you will be responsible for reimbursing BizCounsel for the amount of the credit award, and you expressly authorize BizCounsel to charge any payment method on file.
2. Preferred Members on Annual Payment Plans. Preferred Members on Annual Payment Plans (as defined in Section 10) will receive immediate access to all twelve months of their monthly $50 credits in a lump sum totaling $600 on the date that their payment for the annual membership is received by BizCounsel, and will receive an additional $600 lump on the date that payment is received for each annual renewal membership term. In the event your payment method is declined or otherwise fails, you will have fifteen (15) days to correct the issue. If you fail to correct the issue within 15 days, all accrued credits will be lost and your membership may be cancelled pursuant to this agreement. If the $600 credit award is not used in its entirety during the membership year the credit was awarded, the balance will not roll over into subsequent membership terms. There is no limit to the number of transactions you may apply your credits to. Credits are nontransferable and may not be combined with credits from another BizCounsel membership. If you cancel your membership, any accrued credits will be immediately forfeited.
(c) Additional Benefits for BizCounsel Elite Members.BizCounsel Members with paid membership in a BizCounsel Elite plan (“BizCounsel Elite Members” or “Elite Members”) shall receive the following benefits in addition to the Plan Benefits and BizCounsel Preferred Plan Benefits described above (together, “BizCounsel Elite Plan Benefits”):
(i) Priority Appointment Scheduling. BizCounsel Elite Members have first access to Provider Law Firm attorneys’ schedules when booking appointments, and in the event that multiple Members try to simultaneously book the same appointment slot, Elite Members have priority in scheduling that appointment (“Priority Appointment Scheduling”). Priority Appointment Scheduling 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 an Elite Member.
(d) Free Trial Plans. Participation in a BizCounsel 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 during the trial period as specified in the free trial offer. Participation in a BizCounsel free trial does not entitle the participant to any other Plan Benefits not specified in this subsection, however, BizCounsel or the Provider Law Firm, each in its sole discretion, may offer access to other Plan Benefits for the duration of the free trial. BizCounsel free trials are subject to all other limitations or exclusions set forth in 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 Legal 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. Limitations & Exclusions from Plan Benefits.
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:
(a) Any action that directly or indirectly involves BizCounsel or any of its affiliates, directors, agents, or employees;
(b) Any action or question concerning or involving the laws of a jurisdiction outside of the Member’s business’s state, unless the Member has purchased a Plan for the applicable state;
(c) Matters involving any of the following: Tax; Pending or contemplated litigation; Criminal investigations; Regulatory or administrative investigations or inquiries; Settlement agreements; Opinion or clearance letters; Patents; Class action defense; Bankruptcy; Admiralty; Securities; Antitrust; Landlord/tenant; Professional licensing; or Immigration;
(d) Matters that, in the sole discretion of the Provider Law Firm, require specialized legal knowledge or involve highly-regulated industries;
(e) Any matter where the contract value of the agreement(s) or amount in dispute exceeds $100,000 or if, in the sole discretion of the Provider Law Firm, the value of the legal assistance or potential for malpractice liability against the Provider Law Firm disproportionately exceed the consideration paid for Plan Benefits;
(f) Matters related to the Member’s personal legal matters;
(g) 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;
(h) Any action that directly or indirectly involves any Provider Law Firm;
(i) 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;
(j) Any action that resulted in the prior recruitment or retention by the BizCounsel Member of another attorney;
(k) Any matter involving the law of a jurisdiction outside of the United States or involving tribal or Native American legal issues;
(l) Any matter that, in the Provider Law Firm's opinion, is frivolous in nature or objective;
(m) Any matter that, in the Provider Law Firm’s opinion, requires time or effort that exceeds the scope of the services; or
(n) 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.
The Provider Law Firm, in its sole discretion, may waive any of these exclusions, however, work on any of the excluded practice areas may be subject to additional fees. Any such fee increase shall be disclosed to, and approved by the Member prior to commencement of work.
Members are prohibited from providing the name or contact information of any Provider Law Firm or Provider Law Firm’s attorney to any third party unless the Member has specifically retained that firm or attorney pursuant to a written agreement for the specific matter outlining the scope of representation and any additional fees for the representation.
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, or Massachusetts.
8. Use of Services; Changes to Services.
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. Right to Change Rate Card.
You acknowledge that BizCounsel reserves the right to change or alter the services and prices on the BizCounsel rate card at any time, in its sole discretion, with or without notice.
d. Right to Change Hourly Rates.
Provider Law Firms establish their own hourly rates and may change them from time to time in the Provider Law Firm’s sole discretion. This means that the hourly fee for one matter may not be the same for a later representation. The applicability of any changes in fees for ongoing representation shall be in accordance with the terms of your separate engagement agreement with the Provider Law Firm.
e. Responsibility for Misuse.
You are responsible for all expenses incurred or other actions that may occur through your use of a BizCounsel Legal 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; Billing; Automatic Renewal.
a. Membership Fee Payments.
For any BizCounsel Legal Plan you purchase that is charged in full for the annual membership term upon purchase, (an “Annual Payment Plan”), 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 Legal Plan you purchase and opt to pay Plan membership fees on a monthly basis (a “Monthly Payment Plan”), your card will be charged the applicable legal plan fees on a monthly, recurring basis for the duration of your membership through each renewal term.
PLEASE NOTE THAT EVEN IF YOU DO NOT USE ANY 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 PURSUANT TO THE TERMS OF THIS AGREEMENT.
b. Onboarding Fees.
Members on Monthly Payment Plans will be charged a one-time onboarding fee. Onboarding fees will be charged to the payment method we have on file at the same time as your initial monthly legal plan membership fees.
c. Billing & Automatic Renewal.
(i) Annual Payment Plan Billing & Automatic Renewal: For Term Payment Plans, your BizCounsel Legal Plan subscription will renew automatically at the end of the annual membership plan term and at the end of each annual membership term thereafter unless 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 in full for each renewal term of your BizCounsel Legal Plan subscription on the first day of the renewed term. Unless otherwise notified in advance by BizCounsel pursuant to this agreement, the renewal charge will be equal to the original purchase price for the Annual Payment Plan.
(ii) Monthly Payment Plan Billing & Automatic Renewal: For Monthly Plans, your BizCounsel Legal Plan subscription will automatically renew at the end of the initial plan term on a month-to-month basis unless you give notice of your intention to terminate your subscription pursuant to the terms of this agreement. Unless otherwise notified in advance by BizCounsel pursuant to this agreement, each charge for your monthly renewal term will be equal to the monthly payment of your initial Monthly Payment Plan.
(iii) Free Trial Memberships: We sometimes offer customers trial memberships, all of which are subject to the terms of this agreement (unless otherwise stated in the offer). For a free 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. Your free trial period begins on the date of your first scheduled consultation with a Provider Law Firm. Please note, that in the event that you need to reschedule, give us incorrect contact information, or otherwise fail to be available for your consultation, your free trial period will still commence on the date of your first scheduled consultation.
AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING (800) 815-0095 BEFORE THE CONCLUSION OF YOUR FREE TRIAL, YOU WILL BE AUTOMATICALLY ENROLLED IN THE BIZCOUNSEL LEGAL PLAN YOU SELECTED AND YOUR CREDIT CARD WILL BE CHARGED ACCORDING TO THE TERMS OF THE PAYMENT PLAN YOU SELECTED.
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 before your billing date to inform you of your Plan’s automatic renewal, as applicable, depending on the type of Plan you are enrolled in. 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.
11. Fee Adjustments. BizCounsel may increase its fees for any Plan membership effective the first day of a renewal term, as applicable, 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) and your payment method on file will be charged according to the new fee schedule. 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 you fail to pay for your Plan according to the payment plan you selected, your non-payment may result in suspension of service and subsequent termination of your membership (in Texas and Massachusetts, members have a thirty-one (31) day grace period).
(ii) Your right to use a BizCounsel Legal 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) 815-0095. After such cancellation, your membership will remain active until the end of then-applicable period. If you choose to cancel a Monthly Installment Payment Plan before your last installment payment for the applicable commitment term, your card will continue to be charged for the duration of your commitment period (e.g. 12-months), and your Plan will not automatically continue. If your Monthly Installment Payment Plan has continued beyond the initial commitment term on a month-to-month basis, you may cancel at any time with 30-days’ notice. If you choose to cancel a Term Payment Plan, your Plan will not automatically renew. For cancelled Term Payment Plans, you will not be entitled to a refund, prorated or otherwise for your first membership term, but may receive a prorated refund for any unused months remaining in the term for a renewal term.
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 Legal 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 legal 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.
16. Severability. If any provision of this agreement is deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from this agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the agreement.
17. Governing Law. This agreement is to be governed by and construed in accordance with the laws of the state of California, United States, without regard to choice of law principles.