Membership Retainer Agreement, Terms and Conditions

The terms and conditions set forth herein constitute the full and complete agreement between you as a member, InternetLitigators (hereinafter "IL") and the Law Offices of Chapman Glucksman & Dean, a.p.c. (hereinafter "CGD"). Your agreement to be bound by these terms is acknowledged by your acceptance of this agreement by stating "I Agree" in connection with submission of your membership application and, thereafter, by your continued use of the InternetLitigators Member Services including this website. The terms contained herein supersede and replace any other agreement or negotiation between you and InternetLitigators or CGD whether oral, written or otherwise including any statements made by any representative of InternetLitigators or CGD at any time. InternetLitigators is not a referral service and is affiliated directly with the Law offices of Chapman, Glucksman & Dean. InternetLitigators provides no legal services under this agreement or at any other time or in any other manner. All legal services provided under this agreement are provided by the lawfirm designated by InternetLitigators  - the law offices of Chapman Glucksman & Dean, apc.

1 Fees

1.1 Annual Membership Fee The IL annual membership fee is in the amount stated on the InternetLitigators member page. Membership includes access to certain members only areas of the IL website and five (5) hours of CGD Lawyer time ("Initial Hours"). This annual membership fee is subject to change at the sole discretion of IL without prior notice to you. The fee for your particular membership is fixed at the time of your initial membership request and any renewal. Initial Hours may be used at any time within one year from the date of the commencement of your membership. IL memberships are annual and last for 12 months from the date of registration. Subject to your timely payment, your membership will renew on an annual basis unless cancelled by you at any time in advance of the commencement of the renewal period. You hereby authorize IL to charge your account in the manner you select to create your membership for such additional periods or to otherwise satisfy requests for payment as they are provided to you.

1.2 Member Block Hour Fees All work performed under this agreement is subject to member's advance purchase of initial or member hours sufficient to cover the work to be performed. At your discretion, at any time during your membership you may purchase additional hours at the then available member rate to cover any assignments. InternetLitigators may, as it deems necessary, require you to purchase additional hours for the completion of any project. ("Purchase Requirement")  Member block hours expire 12 months from the date of purchase.

1.2.1 Delinquent Hours    If any such purchase requirement is not met within 30 days of issuance, ("delinquent hours") InternetLitigators will have the right to suspend all legal services and, where applicable withdraw as counsel of record. Furthermore, as to any such delinquent hours, IL will bill client at the then prevailing non-member hourly rate together with interest at the legal rate from the date service is performed. In addition, IL may impose a billing service charge of $25.00.

1.2 Other Fees IL reserves the right to alter, change, amend or delete fees at it's sole option. IL further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.

1.3 Costs and Expenses You hereby authorizes InternetLitigators to incur on your behalf whatever costs and expenses are reasonably required in connection with the provision of legal services on this matter. It is agreed that all costs and expenses which InternetLitigators incurs will be reimbursed by you to InternetLitigators upon demand. Without limitation such costs and expenses may include electronic research fees, photocopying at .15 cents per page, long distance telephone calls, facsimile transmission, messenger charges; travel expenses, expert fees, mileage, parking, investigators, court filing fees; process server fees, etc., et. al. InternetLitigators may at their sole option either advance such costs and apply them to your bill as set forth below or require payment directly by client for each such particular service provided whether it be by IL or by a third party vendor. You agree to promptly pay any such expenses within a reasonable amount of time as may be required.

1.4 Payment of Fees IL accepts payment by Credit Card (Visa, MasterCard, Discover, American Express, and by personal check, cashiers check, or money order. In addition, IL may from time to time allow additional forms of payment, however, the offering of a particular form of payment does not obligate IL to continue to offer that form of payment in the future. The current list of payment options will be displayed during the order process. If you have any questions concerning the current available payment options contact us.

1.5 Payment Authorization Prior to activation of your membership and in advance of any subsequent membership period you agree to allow IL to charge your provided credit card for the then applicable membership and/or renewal fee. You further authorize IL to charge your credit card for your purchase of any Member Hours as you may request. You agree to maintain current valid existing credit card information with IL for the purpose of satisfying the IL charges as they become due. Refusal or rejection of any such charge or any portion thereof is grounds for immediate membership termination at the sole option of IL under Paragraph 6 herein. An administrative fee of $25.00 may be charged for the refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof.

1.6 Refund Policy IL is proud to offer a 30 day refund period. Upon receipt by IL of proper notice from you of the termination of your account within thirty (30) days of the creation of your membership and prior to the use of any of your Initial Hours IL will refund your membership fee. Terminations after this period are not eligible for refund. There are no refunds for the purchase of Member Hours. IL may grant refunds under any other circumstance it deems appropriate without waiving any other rights hereunder. This offer expires upon the earlier of (a) your use of any member hours or (b) 30 days from the creation of your membership.

2 Legal Services Included

2.1 Generally. IL members are entitled to seek advice on a myriad of legal issues. This includes virtually any legal issue that could effect your Internet business web site. This may also include drafting letters, assistance with responding to Subpoenas, DMCA Complaints, Trademark Issues, Copyright Issues, Corporate Issues, Litigation Issues, Insurance Issues, Business Disputes, Business Strategy Consultation, and Customer Disputes, among other things. All services provided are limited to those issues that relate to the website registered at the time of the commencement of your registration. IL reserves the right to refuse to become involved in any issue that may be presented to IL based upon any potential conflict with an existing or previous client or for any other reason at the sole discretion of IL.

2.2 No Tax Advice. IL does not give Tax advice. You understand and agree that you will not rely upon the advice of IL for purposes related to your Tax issues.

2.3 Litigation. While in most instances IL can and will become involved in litigation, negotiation, arbitration, mediation or other dispute resolution mechanisms on your behalf and while such issues are generally included as items covered by the initial and members hours available for purchase under this plan, IL reserves the right to require the purchase of a sufficient number of additional hours in advance of any such work to cover an appropriate period of activity on client's behalf before entering any appearance or undertaking any further activities on behalf of client at any time. The determination as to the appropriate number of hours required is within the sole discretion of IL.

2.4 Results Not Guaranteed. IL will use their best efforts to bring about the expeditious completion of all assignments under this agreement, however, there are many unpredictable variables that could affect the timing and costs associated with the completion of any particular assignment and for that reason IL makes no representation regarding the applicable time frames, number of hours necessary or expenses. IL comments about the likely outcome of any work performed under this agreement or any phase thereof are expressions of opinion only and do not constitute guarantees.

2.5 Discharge. You may discharge IL at any time. IL may withdraw from further representation of you either with your consent or for good cause. Good cause includes but is not limited to the following: Your breach of this agreement; Your failure to timely pay our bills or our vendor bills incurred on your behalf; Your failure to purchase additional member hours upon our request; Your refusal to cooperate with IL; the development of an irreconcilable conflict between IL and You as to the conduct of the any matter; or any fact or circumstance that would render IL continuing legal services contrary to law or the rules of professional ethics. Upon discharge or withdrawal of IL services, all unpaid fees and costs shall immediately become due and payable.

3.0 Arbitration of Disputes.

3.1 Arbitration. In the event of a dispute between you and IL regarding fees, costs, or any other matter related to or arising out of our engagement by you, or any performance under this agreement, the dispute shall be determined, settled, and resolved by private, confidential arbitration in Los Angeles, California. Notwithstanding the foregoing, IL may apply to a court of competent jurisdiction for any provisional remedy that may be appropriate (e.g., writ of attachment, temporary restraining order, preliminary injunction, writ of possession, etc.). Without limiting the generality of the foregoing, and except for applications to court for a provisional remedy, the parties expressly agree that any and all questions as to whether or not an issue constitutes a dispute or other matter arbitrable under this section shall themselves be settled by arbitration in accordance with this section. Any arbitration award shall be final, binding and conclusive upon the parties, and a judgment rendered thereon may be entered in any court having jurisdiction thereof.

3.2 Demand for Arbitration. Arbitration may be demanded under this agreement by the sending of written notice to the other party. If arbitration is demanded, within twenty (20) days of the demand the party demanding arbitration shall present a list of five (5) qualified individuals who would be willing to serve as an acceptable arbitrator. To serve as arbitrator, the individual must be a retired judge having served on any federal court in California or the California Superior Court or higher court in the State of California. Within twenty (20) days of receiving such list such party may at its sole discretion (i) select any individual from that list and that individual shall serve as the arbitrator, or (ii) propose their own list of five (5) individuals for arbitrator. If such party chooses to present a separate list, then the party demanding arbitration may within twenty (20) days select any individual from that list and that person shall serve as the arbitrator. If no arbitrator can be agreed upon at the end of this process, the parties shall each select one individual from its own list and those two individuals shall select a neutral third party to serve as the sole arbitrator. The costs of the arbitration may be awarded by the arbitrator to the prevailing party

3.3 Scope; Waiver of Jury. By signing this agreement, the parties agree to binding arbitration of disputes, whether as to fees and/or costs, quality of expert services rendered, the arbitrability of the dispute, or otherwise; the parties are giving up rights to a jury or court trial except as aforesaid; and, specifically, you are waiving your right to proceed under the arbitration provisions of the State Bar Act, California Business & Professions Code §§6200, et seq. If you so desires, IL encourages you to have this agreement reviewed before execution by independent counsel acting on your behalf.

4 Ownership of Intellectual Property; Confidentiality

4.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of IL including but not limited to the IL customer service and maintenance tools. You acknowledge that all right and title to any such IL intellectual property shall remain the sole property of IL and that you have no right, title or interest therein. You further agree not to provide access to the IL services to any third party. You agree yourself and not to assist any third party in any way to use, translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the IL Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the IL service shall also remain the sole property or IL.

4.2 During the term of this agreement you may have access to certain information and materials relating to the IL business, customers, software technology and marketing which IL treats as confidential (hereinafter "Confidential Information"). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any "Confidential Information" without the express prior written consent of IL; and (ii) not use or disclose any of the "Confidential Information" for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.

5 Term

The term of this membership agreement shall be one year from activation of your membership account and renewing annually unless canceled in advance of any renewal date.

6. Termination

6.1 Termination. For any of the reasons set forth below, termination of your membership shall immediately cease your right to take advantage of any member benefits. Any pending work assigned may at the sole option of IL may be completed and charged to your account at the then prevailing non-member rate. Alternatively, IL may immediately cease work on your project. You may request return of your file materials at any time.

6.2 Termination Refund Policy. Upon any termination under Paragraphs 6.1.2, 6.1.3 or 6.1.4 member shall be entitled to a refund of any unused hours (Initial or member Block) in the amount of a pro-rata credit after any adjustment for any fees, costs or expenses. There shall be no other right to refund except that IL reserves the right to grant refunds as it determines appropriate without waiving the right to enforce this paragraph.

7.0 Information Use

7.1 You hereby consent and agree that as to any information which IL may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, domain name purchases, correspondence to or from IL concerning you or your account, or other information which in IL sole judgment is reasonable, IL may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of IL and may include but shall not be limited to (1) compliance with court order, subpoena or other request of any State or Federal government, (2) compliance with the Electronic Communications Decency Act, (3) compliance with the Digital Millennium Copyright Act (3) compliance with the IL Terms of Service or other policies. Nothing contained herein shall effect any rights or obligations arising out of the attorney work product, attorney client or any other legal privilege that may apply to the disclosure of any information.

7.2 During and after the term of this agreement you agree to receive periodic emails from IL in regards to IL or partner products, services, your account, and system conditions, changes, updates or and schedules.

7.3 You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with IL specifically including your Name, Address, Email address, telephone number billing information and any other account information requested at any time during the sign up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and/or termination as set forth in paragraph eight (8) herein.

8 Notice

8.1 Any notice under this agreement shall be given by IL to you via email at the address provided by you to IL at the commencement of this agreement or as IL is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so by contacting customer service via the IL website located at www.InternetLitigators.com

8.2 Any notice by you to IL shall be made by telephone to a customer service representative at 1-310-207-7722 during IL regular business hours of 9:00 a.m. to 5:00 p.m. Pacific Standard Time and is effective only upon receipt by IL of any such notice. Such notice may also be sent via United States Mail to the following Address:

InternetLitigators
11900 W. Olympic Blvd
Suite 800
Los Angeles, CA 90064

9 Survival

Sections 1, 2.4, 3 - 4, 6 - 8, 10.2, 10.4, 10.5, 11, 13, 16 - 18 inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination.

10 Warrantees and Limitations

10.1 IL makes every reasonable effort to maintain operation of the IL service however because as many events and circumstances are beyond the control of IL, IL does not in any way warrant or otherwise guarantee the availability of the IL system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of IL.

10.2 THE IL SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

10.3 In general, IL has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. IL accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. IL provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the IL system.

10.4 You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.

10.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO IL IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL IL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.

11 Indemnity

11.1 You agree to fully defend and indemnify and hold harmless IL and CGD of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of IL in any way related to your use of the IL service or any portion thereof.

11.2 You agree to fully defend and indemnify and hold harmless IL and CGD of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the IL service or any portion thereof. Choice of counsel remains exclusively that of IL.

11.3 You agree that upon the assignment of your user ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further agree to defend and indemnify and hold harmless IL of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of IL.

12 Force Majeure

Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

13. U.S. Export Controls

Software available in connection with the IL services is subject to United States export controls. No Software may be downloaded from IL or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the any downloaded Software or software component is at your sole risk.

14 Assignment

This agreement is not subject to assignment by member but may be assigned by IL to an Associate law firm upon notice of such assignment by IL to member. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.

15 Severability

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16 Choice of Law

This Agreement shall be interpreted under the laws of the State of California without regard to any conflict of laws provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be venued in the Superior Court of the State of California, County of Los Angeles . The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by mail and hereby waive any defense of any kind related to jurisdiction or venue.

17 No Agency

Notwithstanding any other provision of this agreement, IL is not your agent, partner or joint venturer in any respect.

18 Amendment

IL may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the IL web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.

19 Required Notices

19.1 Copyright Infringement Claims - Any notice concerning any claim of copyright infringement should be addressed to IL, COPYRIGHT INFRINGEMENT CLAIM, 11900 W. Olympic Blvd, Suite 800, Los Angeles, CA 90064.

19.2 California - Pursuant to the terms of The Electronic Commerce Act of 1984 please be advised that as may be applicable to you under California Law if you are unsatisfied with the manner in which a complaint that you may have regarding the IL service you may contact the complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 1-916-445-1254.

19.3 The materials on this web site have been prepared by IL for general informational purposes only. Although prepared by professionals, these materials should not be used as a substitute for legal counseling in specific situations. You should not act or refrain from acting based on information obtained from this site. The information provided in this site or in response to the information contained in this site including via the use of any available E-Mail Links contained within this site is not privileged and does not create an attorney-client relationship with IL, the Law Offices of Chapman, Glucksman & Dean or any of the firm's lawyers. This web site is not an offer to represent you. All of the Attorneys of IL are licensed to practice law in the State of California. Certain Lawyers may also be licensed to practice in other States although nothing contained herein should be taken as an offer of representation or the practice of Law in any State outside California. Unless otherwise specified, the attorneys listed in this web site are not certified by the Texas Board of Legal Specialization. Pursuant to CA Rules of Prof. Conduct 1-400(E), the member of the firm responsible for this website is J. Cohen. "IL" and "The Internet Attorneys" are service marks of IL and all rights thereto are expressly reserved. All rights reserved.

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