Supplemental Terms of Service for Demand Letter Services
Effective February 7, 2019
Supplemental Terms of Service for Demand Letter Services
Welcome to the Supplemental Terms for Demand Letter Services (“Supplemental Demand Letter Terms of Service”) for BizCounsel.com, Inc. (“BizCounsel”). In addition to the other BizCounsel terms, these Supplemental Demand Letter Terms of Service constitute a legal agreement between you and BizCounsel detailing your use of the BizCounsel Demand Letter Services (as defined below). This agreement is effective as of the date you accept its terms by purchasing Demand Letter Services, or purchasing a package that includes Demand Letter Services (the “Effective Date”). Please read these Supplemental Demand Letter Terms of Service carefully.
You understand that these Supplemental Demand Letter Terms of Service incorporate the terms and conditions set forth in BizCounsel’s Terms of Service and require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
These Supplemental Demand Letter Terms of Service affect your legal rights and obligations. If you do not agree to be bound by all of these Supplemental Demand Letter Terms of Service, do not purchase, access or use the Demand Letter Services.
1. Description of Demand Letter Services. Purchasing the demand letter services (collectively “Demand Letter Services”) entitles you to the following:
(a) Limited Scope of Representation.By purchasing the Demand Letter Services, you are entering into a limited scope representation agreement to have your letter created by a participating law firm (“Provider Law Firm”). A limited scope representation means that the amount of work the attorney performs for you is limited to certain tasks. Limited scope representation is a means to provide access to legal services while making legal help affordable. The remainder of tasks required outside the scope of this agreement will be your sole responsibility. You may choose to hire your attorney or another attorney to perform the additional tasks for additional fees.
(b) Demand Letter Services.By purchasing the Demand Letter Services, you are entitled to one letter reviewed and customized by a Provider Law Firm to one recipient and address as specified by you. You will also receive one round of revisions by an attorney incorporating any comments or suggestions you might have on the draft letter submitted to you. After incorporating your revisions or comments, the attorney will then send your letter by mail to the recipient indicated by you. You will receive a copy of the final letter for your records.
(c) Services Excluded from Demand Letter Services.Unless otherwise agreed to by you and the Provider Law Firm through a separate written agreement, the Demand Letter Services do not include the following services: (i) initiating or maintaining a lawsuit, arbitration, mediation, or other means of dispute resolution on your behalf; (ii) representing you in settlement negotiations or follow-up communications resulting from or caused by the Demand Letter Services; or (iii) representing you in any other matter.
(d) No Guarantee. BizCounsel makes no guarantees concerning the success or outcome for your matter or whether your intended recipient will accept service of the letter sent by the Provider Law Firm to the address provided by you.
(e) Additional Legal Services.Sending a demand letter may not fully resolve your legal issue or dispute. In such circumstances, additional legal services may be necessary. If you are a subscriber to a BizCounsel Legal Plan, please review your Plan Benefits to learn more about how you might be able to get additional or discounted legal help. In the event you require additional legal services and you are not a BizCounsel Legal Plan Member, your Provider Law Firm may be able to offer additional services at a flat-fee or hourly rate at the Provider Law Firm’s discretion. You may also want to consider contacting another attorney for advice or your state bar association for assistance locating an attorney.The provision of additional legal services beyond those included in the Demand Letter Services package or through a BizCounsel Legal Plan will be
2. No Advice Concerning Statutes of Limitations or Repose. By requesting a demand letter to be drafted on your behalf, you acknowledge and agree that your Provider Law Firm will not research nor advise you of any potential statutes of limitations or repose or on any bars to recovery to any potential legal claim or cause of action you might have.
3. No Frivolous Actions or Demands. By requesting a demand letter to be drafted on your behalf, you represent and warrant that you are not submitting the request with the intent to intimidate or defraud another person or entity, or otherwise advance a position or demand in bad faith, that is frivolous in nature or objective, or that lacks merit or factual substantiation.
4. Accuracy of Information. You, not BizCounsel nor its Provider Law Firms, have sole responsibility for the accuracy, quality, legality, appropriateness, and completeness of information you want included in your demand letter, and BizCounsel and its Provider Law Firms will not be responsible or liable for the accuracy, deficiency, or quality of any such information. You must immediately alert us of any changes in circumstances that might affect the accuracy, validity, or completeness of information you submit to us.
5. Conflicts of Interest.Your Provider Law Firm is required to inform you if it has represented a client with an interest in your matter. If, at any point, a conflict of interest is found between you and another client represented by your Provider Law Firm, your Provider Law Firm may obtain consent pursuant to the applicable rules of professional conduct. If a conflict of interest is found which requires your Provider Law Firm to decline representation, or if both parties do not consent, your Provider Law Firm will not find alternative counsel and you will be issued a refund.
6. Cancellations & Refunds. Due to the nature of the Demand Letter Services, BizCounsel is not able to offer cancellations or refunds for orders submitted through BizCounsel.com, except in the event of a conflict of interest as provided in the section titled “Conflicts of Interest” of this agreement.
7. No Limitations BizCounsel Member’s Right to Obtain Additional Counsel. Nothing in this agreement shall be construed to limit your right to retain, at your own expense, an unaffiliated attorney. BizCounsel shall not be obligated to pay for any such services.
8. BizCounsel Is Not a Law Firm. Please note that BizCounsel does not provide legal services. Attorneys made available to you through BizCounsel are third-party independent contractors who agree to provide legal services directly to you through a separate retention agreement between you and the attorney. 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.
9. Exclusions; Conflicts. 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 matter that, in the Provider Law Firm's opinion, is frivolous in nature or objective;
(c) 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;
(d) Any action that directly or indirectly involves any Provider Law Firm;
(e) 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;
(f) 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;
(g) Any matter involving the law of a jurisdiction outside of the United States or involving tribal or Native American legal issues;
(h) 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; provided, however, that the Provider Law Firm may, in its sole discretion and at its own risk, disregard this exclusion.
(i) Any matter that, in the Provider Law Firm’s opinion, may require time or effort that exceeds the scope of these services; or
(j) 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.
10. Right to Refuse. Your Provider Law Firm reserves the right to refuse service to anyone.
11. Indemnification. You agree to protect, defend, indemnify, and hold BizCounsel and its Provider Law Firms harmless from and against any and all claims, causes of action, liabilities, judgments, penalties, losses, costs, damages, and expenses (including attorneys' fees and all related costs and expenses of litigation at arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted) suffered or incurred by us, including, without limitation, arising from:
(a) Your violation of any of the provisions of this agreement;
(b) The Demand Letter Services provided to you;
(c) Any inaccuracy, misstatement, omission, or fraudulent statement in the information provided by you to BizCounsel or the Provider Law Firm and incorporated in a demand letter;
(d) The failure of any third party, USPS, or any commercial delivery or courier service, to provide delivery or courier services accurately and on time;
(e) Any violation by you of any federal, state, or local laws, statutes, rules, or regulations; and
(f) BizCounsel, its Provider Law Firms, or its agents being named as a defendant in an action based on your alleged or actual conduct.
For purposes of this agreement, the indemnified parties shall include BizCounsel and its owners, affiliates, subsidiaries, parents, shareholders, members, successors, assigns, representatives, franchisees, officers, directors, agents, attorneys, and employees.
12. 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.
13. 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.