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Membership Retainer Agreement, Terms and Conditions

The terms and conditions set forth herein constitute the full and complete agreement between you as a member and InternetLitigators (hereinafter "IL"). 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 whether oral, written or otherwise including any statements made by any representative of InternetLitigators at any time. InternetLitigators is not a referral service and is affiliated directly with the law offices of Cohen & Richardson, A Professional Law Corporation. 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 law firm designated by InternetLitigators.

1 Fees

1.1 Membership Fee The IL 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 includes ten (10) hours of lawyer time ("Initial Hours"). This annual membership fee is subject to change at the sole discretion of IL without prior notice to you. 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 expire 12 months from the date of initial registration unless renewed as set forth below.

1.2 Renewal Fee The IL renewal fee is in the amount stated on the InternetLitigators member page. Subject to your timely payment of this renewal fee, any required purchase request, and any outstanding fees and costs, 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 purchase requests as they are provided to you.

1.3 Member Hours 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, request that you purchase additional member hours for the completion of any project. ("Purchase Request")  Member hours expire 12 months from the date of purchase. At the sole option of InternetLitigators, InternetLitigators attorneys may perform work beyond the hours that you have purchased and such work will be reflected on your monthly statement as a purchase request. The exercise of this option, however, shall not grant you any right to have such work performed prior to purchasing hours in the future and shall not waive the right of InternetLitigators to require the purchase of hours before commencing, continuing or completing any work on any assignment. Member hours may be purchased at the InternetLitigators member page or by telephone at 310-469-9800 or by mailing your payment as set forth herein.

1.3.1 Delinquent Hours   
If any Purchase Request  is not met within 30 days of issuance, ("Delinquent Hours") InternetLitigators will have the right to suspend all legal services and, where applicable, any counsel assigned may withdraw as counsel of record. Furthermore, as to any such Delinquent Hours, InternetLitigators 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 1% of the outstanding balance.

1.4 Other Fees IL reserves the right to alter, change, amend or delete fees at its 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.

1.5 Costs and Expenses You hereby authorize InternetLitigators and any counsel assigned to represent you to incur on your behalf whatever costs and expenses are reasonably required in connection with the provision of legal services on any assignment. It is agreed that all costs and expenses which InternetLitigators incurred will be paid 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, court reporter fees, 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 advance payment directly by you for each such particular service provided whether it be by IL, assigned counsel or by a third party vendor. You agree to promptly pay any such expenses within a reasonable amount of time as may be required. Cost Deposits may be made at the InternetLitigators member page.

1.5.1 Non Payment of Expenses In the event that Costs and Expenses as set forth in paragraph 1.5 are not timely paid within 30 days of request, at the sole option of IL, the amount of expense incurred may be deducted as a proportionate share of any remaining pre-paid hours (Initial Hours or Member Hours) remaining credited to you so as to reduce the number of remaining hours by the equivalent number of hours to make up for the Cost or Expense incurred. Alternatively, at the sole option of InternetLitigators, InternetLitigators may bill client for such costs or expenses together with interest at the legal rate from the date the expense is incurred by InternetLitigators. In addition, IL may impose a billing service charge of 1% of the outstanding balance.

1.6 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.

1.7 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, law firm charges, other charges and expenses 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 check or charge for any reason whatsoever or any portion thereof.

1.8 Refund Policy IL is proud to offer a 30 day refund policy for the InternetLitigators membership. 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 either (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 and services on a myriad of legal issues. This includes virtually any legal issue that could effect your Internet web site business . This may also include drafting letters, agreements, policies, mergers, acquisitions, corporate compliance, subpoena response, DMCA Complaints, trademark, copyright, litigation, Insurance Issues, business disputes, customer disputes, employment, compensation, and general business strategy 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 counsel assigned by 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 counsel enters any appearance or undertakes any further activities on behalf of client at any time. The determination as to the appropriate number of hours required on deposit is within the sole discretion of IL.

2.4 Results Not Guaranteed. IL and all assigned counsel 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 neither IL nor any assigned counsel makes any representation regarding the applicable time frames, total number of hours necessary or expenses that may be incurred. IL and assigned counsel's 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 or warranties.

2.5 Discharge. You may discharge IL or assigned counsel at any time. IL or assigned counsel may withdraw from further representation of you either with your consent or without your consent for good cause. Good cause includes but is not limited to the following: Your breach of this agreement; Your failure to timely complete any requested purchase of hours, make cost deposits or otherwise fail to make any payment due hereunder; Your refusal to cooperate with IL or any assigned counsel; the development of an irreconcilable conflict between IL or any assigned counsel and You as to the conduct of the any matter; or any fact or circumstance that would render the provision of any services by IL or assigned counsel from continuing legal services contrary to any law or any applicable rules of professional ethics. Upon discharge or withdrawal of IL or any assigned counsel, all unpaid fees and costs shall immediately become due and payable by client to IL.

3.0 Arbitration of Disputes.

3.1 Arbitration.
In the event of a dispute between you and IL or any assigned counsel regarding fees, costs, or any other matter related to or arising out of any engagement by you of assignd counsel, or arising out of any performance by IL or any assigned counsel under this agreement, the dispute shall be determined, settled, and resolved by private, confidential arbitration in Los Angeles, California. Notwithstanding the foregoing, IL or any assigned counsel 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, You expressly agree that any and all question as to whether or not any issue constitutes a dispute or other matter arbitrable under this section shall itself be settled by arbitration in accordance with this section. Any arbitration award shall be final, binding and conclusive upon the parties, and any judgment rendered therein 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 according to the discretion of the arbitrator or arbitrators.

3.3 Scope; Waiver of Jury. By signing this agreement, the parties agree to binding arbitration of all disputes, whether as to fees and/or costs, quality of 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. and the applicable provisions of any other State. 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. This agreement shall be subject to renewal throughout the existance of any pending matter or assignment to any associated counsel. You may not circumvent this agreement or otherwise deal directly with any assigned counsel.

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 or any assigned counsel may immediately cease work on your project. You may request return of your file materials at any time.

6.1.1 Expiration. Upon the expiration of the term of your membership under this agreement after any notice of non-renewal by you or IL to the other.

6.1.2 Conflict. Upon any determination by IL or any assigned counsel that a conflict exists either actual or perceived that would effect the further representation of you or any other IL or assigned counsel's client.

6.1.3 Cessation of Program. IL reserves the right to cease the membership plan or any feature thereof at any time without advance notice to you. This may include any of the following (a) the further acceptance of pre-paid memberships (b) the further sale of member Block hours (c) the complete cessation of the IL membership program. In the latter event your member account may be terminated at the option of IL.

6.1.4 Notice. By InternetLitigators upon 10 days notice for any other reason at the sole discretion of IL.

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 purchased member hours 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 Information exchanged between you and any assigned counsel is protected by any applicable attorney client privelege. As to information exchanged between you and IL, 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 IL account information, dates of service, billing address, billing records, usage statistics, site statistics, 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 1-310-469-9600 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
a Division of JACO Product Development, LLC
2321 Rosecrans Avenue
Suite 4210
El Segundo, CA 90245

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 any assigned counsel 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 any assigned counsel 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 and any assigned counsel 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 the indemnified party.

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, 2321 Rosecrans Avenue, Suite 4210, El Segundo, CA 90245.

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 Cohen & Richardson, PC 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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