Contract Counselors Terms and Conditions
These Terms and Conditions (“Terms” or “Conditions”) constitute a legally binding agreement and govern your use of the Contract Counselors website and all related web and mobile services, including those from third parties that are incorporated or used in conjunction with the Contract Counselors website and service. A breach or violation of any of these Terms may result in an immediate termination of your services at the sole discretion of Contract Counselors.
1.1 The Contract Counselors platform (the “Site”) is owned and operated by Contract Counselors LLC (“we” or “us” or “Contract Counselors”).
1.2 By registering on the Site, you agree to be bound by these Terms. The Terms affect your legal rights and obligations so please read them carefully. If you do not agree to be bound by the Terms, do not use the Site. If you have any questions, you can contact us by email at email@example.com.
1.3 Contract Counselors reserves the right to update the Terms from time to time at our discretion. Contract Counselors may do so for technical or legal reasons, or because the needs of our business have changed. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. If Contract Counselors reasonably believes that the change to the Terms is significant, we shall notify all registered users by email with details of the change and the effective date of the change. Otherwise, updated Terms will be effective as soon as they are accessible. You are responsible for regularly reviewing the Terms so that you are aware of any changes to them.
1.4 The Site is an online marketplace where hiring attorneys (“Attorney”) can engage freelance attorneys (“Freelancer”) to perform discrete legal-related tasks under the direct supervision of the hiring Attorney.
1.5 Contract Counselors is not a law firm or referral service. Contract Counselors is not authorized to provide legal advice. Nothing on the Site shall be construed as legal advice from Contract Counselors. Contract Counselors also does not act as principal in any transaction, nor as agent for either party except to facilitate payments. We are an intermediary platform, and we are not bound by any contract that may arise at any time between an Attorney and Freelancer. We do not act as an employment agency and/or an employment business in respect of the Site. We do not employ any Freelancer.
1.6 Contract Counselors does not interfere with any independent attorney-client relationship that any attorney using the Site may have at any time. Contract Counselors does not participate in any attorney fee sharing, and neither solicits nor receives any fees paid by any client to any attorney for legal work performed. Contract Counselors does not recommend or endorse any specific attorneys or offer any legal advice of any kind. Contract Counselors does not recommend any attorneys in any way.
1.7 All attorneys using Contract Counselors agree to adhere to all rules of professional conduct in all jurisdictions in which they are licensed and/or practicing law. All attorneys using Contract Counselors are solely responsible for properly vetting all attorneys hired through the Site. All attorneys using Contract Counselors are also solely responsible for properly vetting all potential conflicts-of-interest and adhering to all relevant and applicable rules regarding the handling of any and all conflicts-of-interest. Contract Counselors is not responsible for the work performed through the Site or for any apparent or actual conflicts-of-interest that may or may not exist.
1.9 All payments from Attorneys to Freelancers for the performance of Projects shall be completed through the Site. Attorneys and Freelancers may not circumvent the Site to perform contract work.
2.1 The following words are used throughout the Terms and have the following specific meanings:
Admin Fee: the fees charged to both the Attorney and the Freelancer to cover payment processing expenses though our third-party payment processor, Stripe, which are non-refundable;
Application: a Freelancer’s application submitted in response to an Attorneys’ Project Posting, describing the Freelancer’s availability, qualifications, and interest in performing the Project;
Attorney: an attorney that is a barred lawyer in good standing with their applicable state bar that registers on the Site to engage a Freelancer to perform temporary discrete legal-related tasks under the direct supervision of the Attorney;
Contract Counselors Service Fee: the amount due to Contract Counselors for the services provided by Contract Counselors, including without limitation the Contract Counselors marketplace, technology features including messaging, document sharing, videoconferencing, transactional email notifications, regular maintenance, continued development of technology features, customer service to Freelancers and Attorneys provided by Contract Counselors, marketing of the Contract Counselors marketplace, searchable databases, payment processing and tax reporting services. The Contract Counselors Service Fee is equal to 20% of the Project Price.
Fixed Fee Project: a project wherein the Attorney agrees to provide the Freelancer a fixed amount for given tasks;
Freelancer: a licensed attorney in good standing with at least one US state bar that registers on the Site to perform temporary discrete legal-related tasks under the direct supervision of the hiring Attorney;
Freelancer Fee: the amount due to a Freelancer for completion of a Project, performed under the direct supervision of an Attorney;
IP Rights: any patent, trademark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Project: a description of a legal-related task(s) posted on the Site by an Attorney to be performed by a Freelancer under the direct supervision of the Attorney;
Project Content: means any content related to a Project that is communicated between an Attorney and Freelancer during the course of performing a Project;
Project Price: the amount agreed upon by the Attorney and Freelancer for performance of a Project, which is inclusive of (i) the Freelancer Fee and (ii) the Contract Counselors Service Fee.
2.2 Words in the singular include the plural and words in the plural include the singular.
2.3 Headings shall not affect the interpretation of the Terms.
2.4 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.5 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related words.
3. Freelancer Non-Disclosure Agreement
3.1 Unless the hiring Attorney and Freelancer expressly agree otherwise, the following Conditions 3.2-3.9 apply with respect to maintaining confidential information. Hiring Attorneys and Freelancers are solely responsible for ensuring any legal and professional obligations with respect to confidential information are satisfied. Contract Counselors is not responsible in any way for any improper disclosure of confidential information.
3.2 Freelancers must treat all Project Content as confidential, non-public information, which is the exclusive property of the hiring Attorney and the hiring Attorney’s clients. Any improper disclosure or use of Project Content could constitute violation of applicable state or federal laws as well as applicable professional rules of conduct.
3.3 Freelancers may use Project Content only for purposes of performing the Project under the direct supervision of the hiring Attorney.
3.4 Freelancers must not discuss any Project Content with anyone other than the hiring Attorney, whether orally, by email or otherwise. Freelancers must not share any documents containing Project Content with anyone other than the hiring Attorney. Freelancers shall not communicate in any way regarding the Project or Project Content with anyone other than the hiring Attorney.
3.5 Freelancers must not discuss Project Content in public places where they could be overheard. When working in any public place, Freelancers must shield from view their computer monitor and all papers concerning a Project they are working on.
3.6 Freelancers must not leave any documents containing Project Content in any publicly accessible place.
3.7 Freelancers must shred, delete, and/or destroy any documents containing Project Content upon the completion of a Project.
3.8 Freelancers must not publicly disclose any Projects worked on and must not represent themselves as employees of the hiring Attorney’s law firm or as employees of Contract Counselors.
3.9 Freelancers must take any extra precautions necessary to ensure that no Project Content is accessed or viewed by anyone other than the Freelancer and the hiring Attorney.
4. Attorney Supervision Requirements
4.1 Unless the hiring Attorney and Freelancer expressly agree otherwise, the following Conditions 4.2-4.10 relating to supervision of work apply. The hiring Attorney is always responsible for ensuring that their use of the Contract Counselors platform satisfies any legal or professional obligations. Hiring Attorneys are also responsible for ensuring that any projects paid for through the platform are performed in an independent contractor capacity. While Contract Counselors undertakes reasonable efforts to confirm that all Freelancers are barred members in good standing with at least one US state, we do not make any representations or warranties that an attorney is qualified or eligible to perform any given task or is covered by professional liability insurance. Contract Counselors is not responsible in any way for the work performed through the Site.
4.2 The Attorney shall have sole and complete responsibility for all Projects performed by a Freelancer for the Attorney.
4.3 The Attorney shall directly supervise the Freelancer and maintain compliance with any applicable Rules of Professional Conduct. The Attorney shall regularly communicate with the Freelancer as necessary to fulfil its supervisory obligations. The Attorney must not retain a Freelancer to perform any Project for which the Attorney is not capable of and available to perform direct supervision of.
4.4 The Attorney is solely responsible for the relationship with the Attorney’s clients, and the Freelancer shall have no contact with the Attorney’s clients in any form. The Attorney shall not provide any contact information of its clients to Freelancer and shall not instruct Freelancer to make any communications to the Attorney’s clients on its behalf.
4.5 The Attorney is solely responsible for any court deadlines, filings, and/or appearances, and the Freelancer shall not make any formal or informal appearances on behalf of the Attorney or the Attorney’s clients, sign any documents, file any documents, or have any communications with opposing counsel, witnesses, or any persons involved with a Project other than the Attorney.
4.6 The Attorney shall not provide direct access to its law firm files or its client’s files to a Freelancer. The Attorney shall provide only the necessary documents and information necessary to perform the Project for which the Freelancer is retained. The Attorney must ensure the Freelancer does not have access to any law firm or client information or matters for which the Freelancer is not retained to perform work on.
4.7 The Attorney shall comply with applicable state, federal and other applicable law concerning the utilization of legal support, including freelance support.
4.8 The Attorney shall have the sole responsibility for determining any fees charged to the Attorney’s clients in connection with their use of the Contract Counselors platform and retention of any Freelancers.
4.9 The Attorney is responsible for performing any necessary conflict checks as required by the applicable Rules of Professional Conduct, prior to initiating any Project with a Freelancer. Attorneys and Freelancers shall request and provide any information from each other necessary to confirm that no conflict exists. Attorneys and Freelancers may use the Site’s messaging and video conferencing features to perform any necessary conflict checks. Contract Counselors does not monitor conflict checks and makes no representations or warranties as to whether a conflict check has been performed or whether it is accurate.
4.10 Project deadlines are critical to successful performance of a Project. While failure to satisfy a Project deadline does not automatically excuse payment for the Project, it may be a factor considered in the event a dispute between a Freelancer and Attorney arises, as discussed in the dispute resolution procedure described in Condition 15. Attorneys and Freelancers shall communicate to make sure that all Project deadlines are agreed upon and reasonable. If during the course of a Project a deadline becomes unreasonable due to no fault of the Freelancer, the Freelancer shall communicate such to the Attorney immediately, and the Attorney must reasonably modify the deadline. To assist in potential dispute resolutions, it is important that discussion of project deadlines, and other related issues, be made through the Site.
5. Project Payments
5.1 All payments are processed through our third-party payment processor, Stripe. Freelancers will be prompted to register with Stripe through the Site and must agree to Stripe’s terms and conditions and pass Stripe’s user verification procedures. You agree that Stripe has the right not to accept you as a Stripe customer. We are not responsible for this process or any other act or omission of Stripe. In the event Stripe does not accept you as a Stripe user you are not eligible to use the Site and your profile can be deleted at the sole discretion of Contract Counselors.
5.2 Fixed Fee Projects. Agreements and payments are made on a task-by-task basis, wherein for purposes of these Terms each task is considered an individual Project. When an Attorney and Freelancer agree on a Fixed Fee Project, the Attorney will be prompted to submit a deposit to begin work. The deposit will include the full amount of the Project Price and the Admin Fee. The Admin Fee is always non-refundable once submitted. Once the deposit is submitted, a binding contract is formed between the Attorney and Freelancer. The deposit is held in the Attorney’s account while the Project is performed. Freelancers can view the status of the deposit on the Site and they should not begin work until the deposit is made. Once the deposit is made, the Freelancers should perform the Project as agreed upon. Once the Freelancer completes the Project, the Freelancer must mark the Project as completed on the Site. Once the Freelancer marks the Project as completed, the Attorney has five business days to either (i) confirm the Project is completed by clicking to release payment, or (ii) initiate a dispute pursuant to Condition 15. If the Attorney fails to either release payment or initiate a dispute within five business days of the Freelancer marking the Project as complete, Contract Counselors may release the payment to the freelancer at its sole discretion, if Contract Counselors believes in good faith that the Project has been completed. Once payment is released to the Freelancer, no refund to the Attorney is possible.
5.3 The Project Price presented on the Site does include both the Freelancer Fee and the Contract Counselors Service Fee within it. The Project Price presented on the Site does not include the Admin Fee which will be presented on the invoice.
5.4 Contract Counselors does not provide legal services and does not charge for legal services. Contract Counselors does not receive any share of legal fees. Contract Counselors receives the Contract Counselors Service Fee in exchange for its non-legal services, including its technology features and tools as well as customer service.
5.5 You acknowledge that Contract Counselors is not a bank or other licensed financial institution and does not provide any banking or financial services to you.
5.6 Attorneys and Freelancers agree that they will not pay, suggest to pay, or agree to pay any sums for temporary freelancer services outside of the Site.
5.7 We reserve the right to change the amount of the Admin Fee or Contract Counselors Service Fee at our sole discretion and with notice to the users.
5.8 Through our third-party payment processor, Stripe, IRS Form 1099s will be issued to applicable Freelancers for services provided to Attorneys through the Site.
5.9 Payment processing services for users on the Site are provided by Stripe and are subject to the Stripe Connected Account Agreement which includes the Stripe Terms of Service (collectively the Stripe Services Agreement). By agreeing to the Terms, or continuing to operate on the Site, you agree to be bound by the Stripe Services Agreement as the same may be amended from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide to us accurate and complete information about you and your business and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments are subject to the limitations and requirements listed at https://stripe.com/en-gr/connect.
5.10 You agree that all Fees for services provided by a Freelancer at any time shall be paid through the Site. This means that if following completion of a Project, an Attorney wishes to re-engage a Freelancer, they shall do so only through the Site. Attorneys may not circumvent the Site and engage any Freelancer as an independent contractor outside of the Site. An Attorney shall not hire a Freelancer or cause another person to hire a Freelancer as a contractor outside of the Site.
5.11 If there is found to be a breach of the non-circumvention Conditions, then you shall promptly pay to us the greater of (i) all sums that we would have retained in respect of any services provided by the Freelancer and fee paid to the Freelancer, together with the costs of the enforcement of these Conditions, and (ii) $10,000. This amount is not a penalty, but rather liquidated damages, and are in addition to all other rights of Contract Counselors under these terms.
5.12 Any breach of these Conditions 5.10 and 5.11 shall constitute a material breach of the Terms, and we shall be entitled to suspend or terminate your account and claim all damages in respect of any loss suffered as a result.
6. Site Availability, Use and Access
6.1 If you wish to register on the Site, you must be at least 18 years old, and be legally capable of entering into a contract. The details that you provide upon registration must be true, accurate and complete. You must provide all information that you are prompted to provide to use the Site. You agree to update your account to reflect any changes to those details. At our request, you shall provide evidence of your compliance with this Condition 6.1. You also agree to provide any further information we may require from you from time to time, including information relating to your identity. We may not accept your registration until we have verified this information and we shall notify you accordingly. We reserve the right to refuse your registration. You warrant and represent that all content posted by you on the Site shall be accurate and up-to-date.
6.2 When you register on the Site you will create a password. You are responsible for keeping your password confidential. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email if you believe there has been any unauthorized use of your account. You may not transfer your account to anyone else. We may deny access to a password if we reasonably believe that it is being used by an unauthorized person or that the user is in breach of the Terms. You may not have more than one account on the Site.
6.3 Following registration, we will not use the Attorneys’ name and associated logos within marketing and publicity for our Site without your permission.
6.4 When you use the Site you must comply with all applicable laws and you agree not to:
(a) try to gain unauthorized access to the Site or any networks, servers or computer systems connected to the Site;
(b) harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information;
(c) add another user to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes;
(d) transmit spam, chain letters or other unsolicited emails;
(e) access the Site with the intention of using any information, content or other know-how to set up a competitive platform;
(f) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion; and/or
(g) communicate with any other Site users outside of the Site for the purpose of performing Freelancer Services outside of the Site or circumventing the Site.
6.5 We try to maintain and make the Site available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall try to schedule maintenance and upgrades outside of normal working hours. However, you agree that we have no liability to you for such interruptions.
6.6 We are not liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or your insufficient bandwidth.
6.7 All communications and posting on the Site must be written in a fair, honest, and professional manner.
6.8 You must not post any content on the Site that:
(a) is dishonest or false;
(b) is obscene, offensive, hateful, inflammatory, or unlawful, or promotes illegal activities, violence or hatred;
(c) is discriminatory or appears to be discriminatory of any group of people including on the grounds of sex, race, age or disability;
(d) infringes any IP Rights that do not belong to you unless you have the written permission of the owner of such IP Rights to reproduce it on the Site;
(e) includes any personal insults or attacks;
(f) breaches the provisions of any law, statute or regulation;
(g) encourages or otherwise deliberately or recklessly involves any breach of applicable laws, regulations, codes of practice and/or guidelines; and/or
(h) includes any contact information for the purposes of avoiding any of the obligations set forth in these terms, including the obligation to make all payments through the site.
6.9 We do not routinely monitor or review any content posted by Attorneys or Freelancers on the Site. However, we may review and/or remove any content at any time and without notice to you if we reasonably believe that such content violates any provisions of these Terms.
6.10 Users shall not ask each other for any advice or recommendations on financial matters, stocks, other investments, any ratings or securities, medical, accounting or financial planning.
6.11 We may at our sole discretion:
(a) require you to amend any content you have posted on the Site; and/or
(b) remove any content you have posted on the Site at any time and without notice to you if we reasonably believe that such content breaches any part of the Terms.
6.12 We shall host a Project in accordance with the Terms on the Site until the Attorney removes it, or until we reasonably believe the Project is no longer active.
6.13 You should remove your profile from the Site if you are no longer seeking to perform or hire for Projects. You may not delete your user account if you have a pending Project ongoing. We may at our sole discretion remove your user account if we reasonably believe it is no longer active.
6.14 Unless you indicate otherwise in writing to Contract Counselors customer support, Contract Counselors will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and agree that such communications are considered in writing. You must keep your email address on the Site updated and are responsible for regularly checking the Site and your email for postings and communications. If you fail to respond to any communications regarding any disputes, complaints, or violations within three business days, Contract Counselors reserves the right to suspend or terminate any of your Projects or your account in its entirety.
7. User Relationships
7.1 Freelancer profiles are available for viewing to all Attorneys. Attorneys shall use Freelancer profiles solely for the purpose of retaining Freelancers for performance of Projects on the Site. Attorneys shall comply with any applicable data protection legislations with respect to Personal Data of Freelancers. In particular, Attorneys shall:
(a) keep secure the Freelancer’s Personal Data, and not share it with any third party, or use it for any purpose except in relation to retaining the Freelancer to perform a Project consistent with these Terms;
(b) take appropriate security measures (including physical, electronic and procedural measures) to help safeguard the Freelancer’s Personal Data from unauthorized access, loss and disclosure;
(c) ensure that individuals processing the Freelancer’s Personal Data are subject to a duty of confidence in relation to the Freelancer’s Personal Data;
(d) assist us to respond to any data subject access request; and
(e) assist us to allow Freelancers to exercise their rights under any applicable data protection legislations and to meet our legal obligations in relation to the security of processing, the notification of breaches of Personal Data and data protection impact assessments.
7.2 Freelancers and Attorneys may wish to put in place a formal written service contract or non-disclosure agreement with each other, and may do so, but any such agreement must not be inconsistent with the Terms, in particular the payment provisions. We recommend that if the Freelancer is processing personal data or accessing confidential information of the Attorney or its clients, that a formal written service contract or non-disclosure agreement is put in place.
7.3 We are not a party to any contract between an Attorney and Freelancer regarding a Project. Therefore, all issues, concerns and/or enquiries relating to a Project must be raised between the Attorney and Freelancer. However, you agree to comply with all applicable laws, rules, and regulations in your relationships with each other.
8. Termination or Suspension
8.1 We may suspend or terminate your account at any time and without liability to you for any or no reason, including if:
(a) any information that you provide to us is not true or we cannot verify or authenticate any such information;
(b) you are in breach of any of the Terms; and/or
(c) we receive complaints or disputes are raised in relation to your activities on the Site or otherwise.
8.2 Following termination by us of your account you must cease to use the Site and you must not re-register on the Site under any other name.
8.3 You may contact us at any time at the email address set out above to terminate your account. You will not be able to terminate your account if a pending project is ongoing.
9.1 Attorneys and Freelancers may each leave a Review with respect to completed Projects.
9.2 You warrant and represent that your Reviews shall:
(a) be fair, genuine, and honest, and properly represent your experience;
(b) not contain any content that is threatening, offensive, spiteful, obscene or defamatory or otherwise unlawful; and/or
(c) not be construed as an advertisement for your or any third party’s products, services or business.
9.3 We do not routinely monitor Reviews, but we may edit, remove or not post any Review at our sole discretion.
9.4 You agree that you must not offer or receive any incentive to write a Review.
9.5 You grant to us a license to edit and use your Review on the Site to improve the functioning of the Site and monitor the activities of Site visitors.
9.6 A Review is not an endorsement or recommendation by us of that user, and you rely on the content of a Review at your sole discretion.
10. Intellectual Property Rights
10.1 The copyright in all content posted by us on the Site is owned by or licensed to us. All rights are reserved. You can view, print or download extracts of the Site for your own use in order to exercise your rights and carry out your obligations under these Terms and for no other purposes. You cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the content of the Site without our permission.
10.2 If you believe in good faith that any content on the Site (posted by us or by any user) infringes your IP Rights please (a) describe in detail the IP Rights that you believe are infringed, (b) describe in detail the particular content that you believe infringes your IP Rights, (c) provide us your name, address, email address, and phone number, and (d) notify the Contract Counselors support team immediately.
11.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part. You must not establish a link from any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in the Terms.
11.2 The Site may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
12.1 You acknowledge and agree that the Site is provided for information purposes only and to facilitate payment. We do not act as an attorney referral service or employment agency. This means that we do not have the obligations of an employment agency and/or an employment business under the applicable laws.
12.2 While Contract Counselors endeavors to use reasonable efforts to confirm that Freelancers are licensed attorneys in good standing with at least one US state bar when they register for the Site, we do not make any warranty, guarantee or representations regarding the qualifications of any Freelancer. For example, we do not warrant or represent that:
(a) we obtain confirmation of the identity of a Freelancer through the Site (although our payment provider, Stripe, may do so);
(b) we confirm the suitability of a Freelancer for a Project, or that a Freelancer has the experience, training, qualifications or authorization required or desirable to perform the Project, or that a Freelancer is covered by professional liability insurance;
(c) we take any steps to ensure the Freelancer is aware of any requirement imposed by law or otherwise which must be satisfied to permit the Freelancer to perform the Project;
(d) any Freelancer will be interested in a posted Project or agree to perform the posted Project;
(e) we propose any particular Freelancer to you or provide any additional information about a Freelancer;
(f) take up any references in relation to a Freelancer, and/or
(g) a Freelancer is a licensed attorney and/or active member in good standing in a specific state at the time of a Project.
12.3 We are not responsible for any act or omission of a Freelancer or for the services performed by the Freelancer or any failure of the Freelancer to perform the Project.
12.4 We are not responsible for any act or omission of an Attorney including the obligation to pay any sums due.
12.5 Subject to Condition 12.8, we shall in no circumstances be liable to you in contract, tort (including negligence) or otherwise for any:
(a) loss of profit, anticipated profits or business;
(b) loss of data and content;
(c) loss of opportunity;
(d) loss of revenue or wasted expenditure;
(e) loss of goodwill or reputation; and/or
(f) consequential, special or incidental loss or damage (whether or not advised of the possibility of the same).
The provisions of this Condition 12.5 are severable.
12.6 We shall only be liable to you for direct losses that arise as a result of our breach of the Terms or for negligence.
12.7 Subject to Condition 12.8, our maximum liability to you whether in contract, tort or otherwise shall in no circumstances exceed the Admin Fee that we retained for the Project that is the subject of the claim, or where the liability does not relate to any particular Project, our liability shall in no circumstances exceed $100.
12.8 Nothing in the Terms shall be construed as excluding or limiting our liability for any liability that cannot be excluded by applicable law.
13.1 No joint venture, partnership, employment or agency relationship exists between you and us as a result of your use of the Site.
13.2 The Terms (as amended from time to time) constitute the entire agreement relating to your use of the Site.
13.3 If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
13.4 Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
13.5 You may not assign, delegate or otherwise transfer your account or your obligations under the Terms without our prior written consent. We may assign or otherwise transfer our rights and obligations in terms of the Terms to third parties.
13.6 Any notice to you via email, regular mail or notices or links on the Site shall constitute acceptable notice to you under the Terms.
13.7 The Terms shall be governed by and construed in accordance with the laws of the state of Texas, exclusive of conflict or choice of law rules, and subject to the Arbitration provision set forth in Condition 16.
14.1 You agree to indemnify Contract Counselors and hold us harmless from and against any costs, losses, damages, expenses or liabilities that we may suffer or incur arising as a result of any claim or allegation by any user or third party arising from your use of the Site, your violation of any of these Terms, and/or your violation of any applicable laws or regulations. This indemnity will survive termination of your account on the Site.
15. Freelancer and Attorney Dispute Resolution Procedure
15.1 By accessing the Site, you agree that either an Attorney or Freelancer may refer a dispute regarding a Project or otherwise (a “Dispute”) to the Contract Counselors support team. Upon referral to the support team, the Dispute will be reviewed by Contract Counselors personnel and/or a third-party retained by Contract Counselors for the purpose of reviewing Disputes (collectively, the “Adjudicator”). The Adjudicator will adjudicate the Dispute and determine how it will be resolved. You agree to be bound by the Adjudicator’s determination.
15.2 The Adjudicator has sole and complete discretion to adjudicate the Dispute between an Attorney and Freelancer. The Adjudicator shall make a final determination in good faith based upon the information provided by the Attorney and Freelancer, considering: (i) the description of the Project submitted by the Attorney, (ii) any industry standards relevant to the Project, (iii) whether the proposed deadlines were met, (iv) any changes to the scope of the Project during the duration to the Project, (v) the extent of any revisions or modifications requested by the Attorney, (vi) whether the Attorney or Freelancer has violated any of these Terms, and (vii) any other fact or circumstance that the Adjudicator determines is relevant.
15.3 By accessing the Site, you agree that when a Dispute is initiated by an Attorney or Freelancer, you will provide your full cooperation to the Adjudicator and will respond promptly to any and all requests for information or documentation. You further agree that any failure to fully cooperate promptly with the Adjudicator may adversely impact the resolution of the Dispute. You further agree that all communications with the Adjudicator will be accurate and you will not make any efforts to influence the Adjudicator’s decision by improper means.
15.4 The Project Fee which is the subject of the Dispute will be held by our third-party payment processor, Stripe, pending resolution of the Dispute by the Adjudicator. In the event the Attorney and Freelancer agree on a resolution of the Dispute, the Project Fee will be released accordingly within a reasonable time period following written notice of the agreement from both the Attorney and Freelancer to the Adjudicator.
15.5 If the Adjudicator decides the Dispute in favor of the Attorney (in whole or in part), the Attorney will be refunded the Project Price (or a portion of the Project Price if the Adjudicator deems appropriate) within the later of five business days of the Adjudicator’s final resolution of the Dispute or the earliest time practicable using reasonable efforts on our behalf to coordinate with our third-party payment processor, Stripe. In such event, the Freelancer is deemed to have permanently waived their right to seek such amounts from the Attorney or us.
15.6 If the Adjudicator decides the dispute in favor of the Freelancer (in whole or in part), the Freelancer will be paid the Freelancer Fee (or a portion of the Freelancer Fee if the Adjudicator deems appropriate) within the later of five business days of the Adjudicator’s final resolution of the Dispute or the earliest time practicable using reasonable efforts on our behalf to coordinate with our third-party payment processor, Stripe. The Contract Counselors Service Fee will also be paid at such time. In such event, the Attorney is deemed to have permanently waived their right to seek refund of the relevant Project Price, including the Freelancer Fees and Contract Counselors Service Fees.
15.7 The Adjudicator shall have the sole and complete discretion to resolve the Dispute. The Adjudicator may award complete or partial payment to the Freelancer. The Adjudicator may award complete or partial refund of payment to the Attorney. The users agree they are bound by the determination of the Adjudicator.
16. Arbitration Clause
16.1 Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Texas before one arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) pursuant to its Comprehensive Arbitration Rules and Procedures, unless the parties agree otherwise in writing. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
16.2 You agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us will be resolved by this binding, individual arbitration and you and we hereby expressly waive trial by jury. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. You further agree you may bring claims only on your own behalf. You further agree you are giving up your right to participate as a class representative or class member on any claims you may have against us, including any right to class arbitration or any consolidation of individual arbitrations.
16.3 You agree that in the event you assert any claims against us which are denied in whole or in part, you are responsible for paying any legal fees incurred by us in defense of such claims. You also agree that regardless of whether your claims are successful or not, you are responsible for your own expenses and legal fees in pursuing such claims, and we are not responsible for reimbursing such expenses and fees.
17. Full-Time Hires
17.1 Should an Attorney wish to hire a Freelancer as a full-time or part-time employee, the attorney may do so by paying Contract Counselors a flat fee of $10,000. This amount is not a penalty, but rather liquidated damages, and is in addition to all other rights of Contract Counselors under these terms. Such payment information may be obtained by contacting the Contract Counselors support team. Upon completion of such payment, Contract Counselors will provide written confirmation of its consent to hiring, at which point the Attorney may hire the Freelancer as an employee outside of the Site.
17.2 Condition 17.1 is expressly limited to hiring a Freelancer as an employee, not a contractor. Condition 17.1 does not modify or negate the non-circumvention Conditions of these Terms with respect to hiring a Freelancer as a contractor.
Last updated: February 17, 2022