Terms of Use

Effective Date: 11/2/2015

Please read these terms of use (“ Terms ”) carefully before using the website, application, or services of CO/COUNSEL, Inc. (“ CO/COUNSEL ”). These Terms govern and apply to all persons who access and use CO/COUNSEL’s service consisting of the website domain www.cocounsel.co, any related mobile application, and related services (collectively the " Service " or “ Services ”).

These terms of use, as amended from time to time and published at www.cocounsel.co/termsofuse , and as incorporating the CO/COUNSEL Privacy Policy ( www.cocounsel.co/privacypolicy ) and Community Guidelines ( www.cocounsel.co/communityguidelines ) ( Terms ”), are a legal agreement between CO/COUNSEL and you ( “You,” “Your,” “User,” or “Users”).

By accessing or using CO/COUNSEL, You acknowledge that You have read these Terms, understand them, and agree to be bound by the terms and conditions described herein, including CO/COUNSEL’s Privacy Policy. If You do not agree to all of these terms and conditions, do not use the Service.

THE CONTENT AVAILABLE THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY, AND SHOULD NOT BE TAKEN AS LEGAL OR PROFESSIONAL ADVICE.

1. Rules and Conduct for CO/COUNSEL’s Service

This list is an example and is not intended to be complete or exclusive. CO/COUNSEL doesn’t have an obligation to monitor Your access to or use of the Service or to review or edit any information posted to CO/COUNSEL by the User. However, we have the right to do so for the purpose of operating the Service, to ensure Your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

  1. You must be at least thirteen (13) years or older to use the Service.
  2. You are responsible for Your conduct and any first or third party data, text, information, Usernames, graphics, photos, profiles, audio, video clips, links, comments, videos, shares across other social platforms, and exchanges (" Content ") that You submit, post, promote, and display on the Service or display on other media platforms using the Service.
  3. You may not post, display, publish, or hyperlink to inappropriate materials, knowingly or intentionally post, display, or publish Content that contains false statements, including but not limited to Content that is erroneous, inaccurate, fraudulent, or irrelevant.
  4. You are responsible for all Content posted and any activity that occurs under Your Username, so keep Your password secure.
  5. You may not impersonate another person or represent Yourself as affiliated with CO/COUNSEL or CO/COUNSEL’s staff.
  6. You must not abuse, harass, threaten, impersonate, or intimidate other CO/COUNSEL Users.
  7. You may not use web URLs in Your Username without prior written consent from CO/COUNSEL.
  8. You may not use the Service for any illegal or unauthorized purpose. International Users agree to comply with all local laws regarding online conduct and acceptable Content.
  9. You may not intentionally misrepresent any Services given, shared, or sold via CO/COUNSEL.
  10. You are responsible for ensuring and being able to verify that You have the appropriate standing to post Content on or use CO/COUNSEL.
  11. CO/COUNSEL does not control, is not responsible for, and makes no representations or warranties with respect to any User Content.
  12. You are responsible for Your access to, use of and/or reliance on any User Content. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research, and due diligence with respect to any User Content.
  13. CO/COUNSEL is not responsible or liable for third party technical issues.

CO/COUNSEL reserves the right, at any time and without prior notice, to remove or disable access to any User Content or data submitted by a User, that CO/COUNSEL consider, in its sole discretion, to be in violation of these Terms, or harmful to the Service. Deleted Content may be stored by CO/COUNSEL in order to comply with certain legal obligations and claims. Consequently, CO/COUNSEL encourages You to maintain Your own backup of Your Content. In other words, CO/COUNSEL is not a backup service. CO/COUNSEL will not be liable to You for any modification, suspension, or discontinuation of the Service, or the loss of any Content.

The Content available through the Service may not have been reviewed, verified or authenticated by us, and may include inaccuracies or false information. CO/COUNSEL makes no representations, warranties, or guarantees in connection with the Service or any Content on the Service, relating to the quality, suitability, truth, accuracy or completeness of any Content contained in the Service.

2. General Terms

  1. You may not copy, modify or create derivative works of the Service.
  2. Accounts: CO/COUNSEL retains sole discretion over whether to grant or deny free access to the Service, and nothing in these Terms shall be construed to require CO/COUNSEL to grant or continue free access to the Service.
    1. Fees and Payment for Services: CO/COUNSEL reserves the right to charge a fee for the use of the Service. If CO/COUNSEL charges a fee, You agree to pay all fees and taxes associated with maintaining Your subscription. You will be notified via email or push notifications of any changes to these Terms associated with potential subscription fees.
    2. Unless otherwise indicated, all prices are in US Dollars. You represent to CO/COUNSEL that You are an authorized User or an authorized User of the chosen method of payment used to pay all fees You incur plus all applicable taxes. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT.
  3. Who can contribute: Only those account holders who (1) are currently attending law school, (2) have graduated from law school, or (3) have received special permission from CO/COUNSEL (“ Contributing Account Holders ”) may post and modify Content on the Service.
  4. Account Limits: Only approved Contributing Account Holders who are current law students, law school graduates, or have received special permission from CO/COUNSEL may post and modify Content. All other account holders may only view and comment on the Content. CO/COUNSEL reserves the right to refuse access to post Content to account holders who are not approved. By using the Service, You agree to these account restrictions.
  5. You may not disassemble, decompile, or reverse-engineer CO/COUNSEL or modify another website, application, or product offering so as to falsely imply that it is associated with CO/COUNSEL.
  6. You may not transfer, share, or otherwise distribute the Service to anyone else.
  7. You may not attempt to access CO/COUNSEL private API by any means.
  8. You may not access or try to access non-public areas of the Service, CO/COUNSEL’s computer systems, or the technical delivery systems employed by the Service.
  9. You may not use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, crawl, scrape, or otherwise index any portion of the Service or any Content from CO/COUNSEL or its Users, including but not limited to posted items, User profiles, names, addresses, email addresses, and photos.
  10. You may not create or submit unwanted email or comments to any CO/COUNSEL Users (" Spam ").
  11. You may not gather and use information, such as Users’ name, real names or email addresses which are made available through the Service for any purpose outside of these Terms, including but not limited to Spam or any other form of unwanted solicitation.
  12. You may not transmit any worms or viruses or any code of a destructive nature.
  13. You may not, in the use of the Service, violate any laws in Your jurisdiction (including but not limited to copyright laws).
  14. Violation of this agreement can result in the termination of Your CO/COUNSEL account. You also agree to indemnify and hold CO/COUNSEL harmless as indicated within the Indemnification section below.
  15. While CO/COUNSEL prohibits certain conduct and Content on its site, You understand and agree that CO/COUNSEL cannot be responsible for the Content posted on its web site, or other social media sites via the Service, and You nonetheless may be exposed to such materials and that You use the Service at Your own risk.

3. General Conditions

  1. CO/COUNSEL reserves the right to refuse service to anyone for any reason at any time.
  2. CO/COUNSEL reserves the right to force forfeiture of any Username that becomes inactive, violates trademark, may mislead other Users, or is otherwise deemed inappropriate by CO/COUNSEL.
  3. CO/COUNSEL may, but has no obligation to, remove Content and accounts containing Content that CO/COUNSEL determines in its sole discretion are unlawful, offensive, threatening, defamatory, obscene, or otherwise objectionable, or violates any party's intellectual property, these Terms, or Privacy Policy.
  4. CO/COUNSEL reserves the right to reclaim Usernames on behalf of businesses or individuals that hold legal claim or trademark on those Usernames.

4. Your Rights and Responsibilities Regarding Content Posted on CO/COUNSEL

  1. CO/COUNSEL does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, works of authorship, comments, data, information or any other Content that You post on or through the Service, or that is obtained by aggregating or importing from a third party.
  2. When You post Content to the Service, You agree to the following licensing requirements:
    1. Content to which You hold the copyright: When You display, publish, or otherwise input (“Post”) Content to the Service which You have written or created, or to which You own the copyright, You agree to license it :
      1. To CO/COUNSEL as a non-exclusive, royalty-free, worldwide, perpetual, sub-licensable, and transferable license to use, modify, publicly perform, publicly display, reproduce and distribute such Content, including without limitation distributing part or all of the Content in any media formats through any media channels now known or hereafter invented.
    2. Content to which You do not hold the copyright: When You Post Content to the Service which You do not hold the copyright, You represent and warrant that You have the rights or licenses necessary to make the content available on the Services, and You agree to license it:
      1. To CO/COUNSEL as a non-exclusive, royalty-free, worldwide, perpetual, sub-licensable, and transferable license to use, modify, publicly perform, publicly display, reproduce and distribute such Content, including without limitation distributing part or all of the Content in any media formats through any media channels now known or hereafter invented.
    3. Modifications: When modifying or making additions to text that is displayed on the Service, You agree to license the modifications:
      1. To CO/COUNSEL as a non-exclusive, royalty-free, worldwide, perpetual, sub-licensable, perpetual, and transferable license to use, modify, publicly perform, publicly display, reproduce and distribute such Content, including without limitation distributing part or all of the Content in any media formats through any media channels now known or hereafter invented.
    4. Public Domain works: In posting Content that is in the public domain, You represent and warrant that You have confirmed the public domain status of the Content under the laws of the United States of America as well as the laws of any other countries (if You are posting Content that originated from a foreign country).
    5. Attribution: When You post Content to the Service, we may attribute You in any of the following manners:
      1. Through hyperlink (where possible) to Your CO/COUNSEL profile, or accompaniment by the profile photo from Your profile.
      2. Through hyperlink (where possible) to an alternative, stable online copy of any Content that is freely accessible, which conforms to the license, and which provides credit to the authors in a manner equivalent to the credit that would be given on the Service.
    6. No Revocation of license: Except as consistent with Your license, You agree that You will not unilaterally revoke or seek invalidation of any license that You have granted under these Terms for all Content You post to the Service, even if You terminate Your use of the Service.
  3. CO/COUNSEL reserves the right to support the Service through advertising revenue, and may display advertisements and promotions. You hereby agree that CO/COUNSEL may place such advertising and promotions on the Service or on, about, or in conjunction with Your Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to You.
  4. You represent and warrant that: (i) You own the Content Posted by You on or through the Service or otherwise have the right to grant the licenses set forth in this section, (ii) the Posting and use of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the Posting of Your Content on the Service does not result in a breach of contract between You and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content You Post on or through the Service in accordance with the Indemnification section below.
  5. CO/COUNSEL hereby grants You a limited, revocable, non-sublicensable license to reproduce and display CO/COUNSEL Content (excluding any software code) solely for Your personal use in connection with using the Service.
  6. The Service contains Content of Users and other CO/COUNSEL licensors and contributors. Outside of the Service, You may not copy, modify, create derivative works, publicly display, publicly perform, or digitally transmit any Content appearing on or through the Service, unless CO/COUNSEL provides you express permission otherwise. If CO/COUNSEL grants You permission to reuse content, you agree to comply with any and all terms of applicable licenses when you reuse Content from CO/COUNSEL, including all requirements related to attribution.
  7. CO/COUNSEL performs technical functions necessary to offer the Service, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Service.

5. Notice and Takedown Procedure for Copyright Complaints

It is CO/COUNSEL’s policy to expeditiously respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). This section describes the information that should be present in these notices. It is designed to make submitting notices of alleged infringement to CO/COUNSEL as straightforward as possible, while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify. The form of notice specified below is consistent with the form suggested by the DMCA (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov ), but we will respond to notices of this form from other jurisdictions as well.

It is expected that all Users of any part of CO/COUNSEL will comply with applicable copyright laws. However, if CO/COUNSEL receives proper notification of claimed copyright infringement, CO/COUNSEL’s response to these notices will include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating Users, regardless of whether CO/COUNSEL may be liable for such infringement under United States law or the laws of another jurisdiction.

If CO/COUNSEL removes or disables access in response to such a notice, it will make a good-faith attempt to contact the owner or administrator of the affected site or Content so that they may make a counter notification pursuant to 17 USC Sections 512(g)(2) and (3) of the DMCA. CO/COUNSEL may also document notices of alleged infringement on which it acts.

6. Designated Agent

CO/COUNSEL’s Designated Agent to receive notification of alleged infringement under the DMCA is:

Bradley Hugh Parker
922 Military Drive
Salt Lake City, Utah 84108
bparker@utahlawhelp.com

Upon receipt of proper notification of claimed infringement, CO/COUNSEL will follow the procedures outlined herein and in the DMCA.

7. Infringement Notification

If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide CO/COUNSEL’s Registered Agent (listed above) the following information in a written communication (preferably via email):

  1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CO/COUNSEL to locate the material;
  3. Information reasonably sufficient to permit CO/COUNSEL to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
  4. The following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";
  5. The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed"; and
  6. A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that You may be liable for damages (including costs and attorneys' fees) if You materially misrepresent that material is infringing Your copyrights. Accordingly, if You are not sure whether material available online infringes Your copyright, CO/COUNSEL suggests that You first contact an attorney.

8. Counter Notification

A provider of content subject to a claim of infringement may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. To file a counter notification with CO/COUNSEL, please provide CO/COUNSEL’s Registered Agent (listed above) the following information in a written communication (preferably via email):

  1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  2. Your name, address, and telephone number;
  3. The following statement: "I consent to the jurisdiction of Federal District Court for the [insert the federal judicial district in which Your address is located]";
  4. The following statement: "I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";
  5. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled"; and
  6. Your signature, in physical or electronic form.

Upon receipt of such counter notification, CO/COUNSEL will promptly provide the person who provided the original infringement notification with a copy of the counter notification, and inform that person that CO/COUNSEL will replace the removed material or cease disabling access to it in 10 business days. CO/COUNSEL will replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notice, unless our Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on CO/COUNSEL’s system or network.

9. Repeat Infringers

In accordance with Section 512(i)(1)(a) of the DMCA, CO/COUNSEL will, in appropriate circumstances, disable and/or terminate the accounts of Users who are repeat infringers.

10. Accommodation of Standard Technical Measures

It is CO/COUNSEL’s policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works that CO/COUNSEL determines are reasonable under the circumstances.

11. Additional Terms Applicable to CO/COUNSEL as Offered by Specific Partners

The following additional terms apply to future copies of CO/COUNSEL’s Service that are accessed through or downloaded from the Apple iTunes App Store ("Apple"). In the event that the User has acquired the App via Apple, the User agrees that,

  1. These Terms are concluded between You and CO/COUNSEL, and not with Apple. CO/COUNSEL is responsible for the App (not Apple).
  2. Apple has no obligation to furnish any maintenance and support services with respect to the App.
  3. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App to You (if applicable) and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty provided by CO/COUNSEL will be CO/COUNSEL’s responsibility.
  4. Apple is not responsible for addressing any claims You have relating to the App or Your possession and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
  5. In the event of any third party claim that the App or Your possession and use of the App infringes said third party's intellectual property rights, CO/COUNSEL will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
  6. Apple and its subsidiaries are third party beneficiaries of these Terms as related to Your license of the App, and, upon User’s acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to Your license of the App against You as a third party beneficiary thereof.
  7. Along with the terms set forth in this agreement, You must comply with any applicable terms of use provided by the Apple when using the App purchased from their service.

In the event that You acquire the Application via the Google Play Store (“Google”) You agree to any terms agreed upon by User and Google, including but not limited to the following terms:

  1. Google has no obligation to furnish any maintenance and support services with respect to the App.
  2. User may request a refund from Google within 48 hours of purchasing the App. Upon this request; Google may refund the purchase price of the App to the User.
  3. When the User acquires the App via Google, the User is allowed unlimited reinstall of the application. However, should the App be removed from Google, User shall no longer have a right or ability to reinstall the App.

In the event that You acquire the Application via the Microsoft App Store (“Microsoft”), You agree to any terms agreed upon by User and Microsoft, including but not limited to the following terms,

  1. Microsoft is not responsible for any support services from Microsoft, Your device manufacturer, or Your network operator regarding the App.
  2. You may download and run the App (i) on Windows 8.x operating system, up to eighty-one (81) personal Windows 8, Windows RT or successor tablets and personal computers; (ii) on Windows Phone 8.x, up to five (5) Windows phone devices; and (iii) on Windows 10, up to ten (10) Windows Devices that are associated with Your Microsoft account, without payment of any additional fees to CO/COUNSEL (from either You or Microsoft).

12. Indemnification

You agree to indemnify and hold CO/COUNSEL harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees) CO/COUNSEL incurs in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party relating to (i) Your use or misuse of, or access to, the Service, (ii) a violation of these Terms, any applicable law or regulation, or the rights of any third party, by any person using Your account; (iii) Your Content; (iv) Your interaction with CO/COUNSEL Users on the Service, or (v) Your hosting or interaction with User Content and information on the Service. Liability for any uploaded Content or service offered by You includes, but is not limited to, any injuries, losses, or damages of any kind arising in connection with or as a result therefrom.

CO/COUNSEL retains the right to employ CO/COUNSEL’s own counsel. You remain solely responsible for CO/COUNSEL’s defense and must obtain CO/COUNSEL’s written consent to a settlement. You agree to notify CO/COUNSEL of a pending suit claiming You have violated a third party’s intellectual property or other rights. CO/COUNSEL requires that You confirm Your indemnification in case of a lawsuit; failure to do so may be considered a breach of these Terms.

13. Integration with Third Party Services

If You are using the Service combined, integrated, or used with third party products, software applications, or websites (“Third Party Service[s]”), You agree that: (i) You may be required to enter into a separate license agreement with the relevant third party owner or licensor for the use of their Third Party Services (ii) the functionality of CO/COUNSEL or the Service may be diminished when operating through a Third Party Service; (iii) CO/COUNSEL cannot guarantee that the Service shall always be available on or in connection with such Third Party Services.

14. Ownership

CO/COUNSEL and the Service are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, CO/COUNSEL (or its licensors) exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge and agree that any feedback, comments, or suggestions You may provide regarding the Service ("Feedback") is given voluntarily and, even if designated as confidential, will not create any confidentiality obligation for CO/COUNSEL and it will be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback as CO/COUNSEL sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

15. Privacy/Security

You understand that any information provided by You or collected by CO/COUNSEL in connection with Your use of the Service will be used in the manner described in these Terms and in CO/COUNSEL’s Privacy Policy (www.cocounsel.co/privacypolicy), such privacy policy being incorporated into and made a part of these Terms by this reference. If You do not agree to the Privacy Policy you may not use the Service. Without limiting the terms of the Privacy Policy, You understand that CO/COUNSEL does not guarantee that Your use of the Service and/or the information provided by You will be private or secure, and CO/COUNSEL is not responsible or liable to You for any lack of privacy or security You may experience. You are fully responsible for taking precautions and providing security measures best suited for Your situation and intended use of the Service.

16. Modification

CO/COUNSEL reserves the right, at its sole discretion, to modify or replace any of these Terms on the Service sending You notice through the Service by push notification or email. CO/COUNSEL may also impose limits on certain features and services or restrict access to parts or all of the Service without notice or liability. You may not opt out of these notifications, and Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

17. Termination

CO/COUNSEL may terminate, change, suspend, or discontinue the Service (including, without limitation, the availability of any feature, database, or Content) or Your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your use of the Service and related Content.

18. Disclaimer

You understand and agree that the Service is provided to You "AS IS" and on an "AS AVAILABLE" basis. Without limiting the foregoing, CO/COUNSEL EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMMISSIONS, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CO/COUNSEL PROVIDES THE SERVICE SOLELY FOR INFORMATIONAL PURPOSES, AND SUCH INFORMATION SHOULD NOT BE TAKEN AS PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR ANY USE OR INTERPRETATION OF SUCH INFORMATION. CO/COUNSEL makes no warranty that the Service will meet Your requirements or be available on an uninterrupted, secure, or error-free basis.

19. Limitation of Liability

CO/COUNSEL’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE OR $1, WHICHEVER IS GREATER. CO/COUNSEL WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (2) YOUR USE OR INTERPRETATION OF THE INFORMATION POSTED TO THE SERVICE; (3) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; AND (4) ANY CONTENT OBTAINED FROM THE SERVICE; WHETHER BASED ON WARRANTY, CONTRACT, COPYRIGHT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, (5) ANY COMMUNICATIONS, TRANSACTIONS, INTERACTIONS, DISPUTES OR ANY RELATIONS WHATSOEVER BETWEEN YOU AND ANY OTHER USER, PERSON OR ORGANIZATION; WHETHER OR NOT CO/COUNSEL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

20. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You. In these cases, CO/COUNSEL’s liability will be limited to the fullest extent permitted by applicable law.

21. Dispute Resolution, Jurisdiction, and Choice of Law

In the event of a dispute with CO/COUNSEL, You agree to first contact CO/COUNSEL and attempt to resolve the dispute with us informally. In the unlikely event that CO/COUNSEL and You have not been able to resolve a dispute related to these Terms, or any disputes arising from or relating to the conduct covered by the Terms, any legal action or proceeding will be governed by the laws of the State of California. You hereby agree that all legal actions or proceedings will be instituted, and that You submit to the exclusive jurisdiction, including waiving any objection to personal jurisdiction, of the courts of San Francisco, California without regards to any principles of conflicts of laws. Those who choose to access the Service from locations outside of California do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable.

22. Other Terms

CO/COUNSEL’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

These Terms in conjunction with CO/COUNSEL’s Privacy Policy constitute the entire agreement between CO/COUNSEL and You regarding the Service, and supersede and replace any prior agreements we might have between CO/COUNSEL and You regarding the Service.

A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You agree that all correspondence relating to these Terms shall be written in the English language.

CO/COUNSEL may assign these Terms, in whole or in part, at any time. You may not assign, transfer or sublicense these Terms or any or all of Your rights or obligations under these Terms without CO/COUNSEL’s express prior written consent.

23. Severability

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

24. Headings

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Questions & Contact Information
Please contact contact@cocounsel.co if You have any questions about these Terms. Alternatively, CO/COUNSEL, Inc. can be contacted at:

CO/COUNSEL,
P.O. Box 403
San Carlos, CA 94070
801-949-0234
contact@cocounsel.co

Effective 11/2/2015