Terms Of Service
These Terms of Service ("Terms") constitute a legally binding agreement between you and Virtlaw, PLLC, Virtlaw Tech, Inc., and/or its affiliates, ("Virtlaw," "we," "us," or "our") regarding your use of our website www.virtlawus.com (the "Site"), as well as any products, legal and non-legal services offered through our web-based platforms or mobile apps (each, a "Platform"), all collectively referred to as the ("Services"). By accessing, browsing, or using the Site or any Platform in any way, you accept and agree to be bound by these Terms, in addition, to any other terms and conditions applicable to the Services and legal services being provided through Virtlaw’s Platform.
Eligibility. 1.1 Age Requirement. You must be at least 18 years old to access or use the Services. If you are under 18 years old, you are not permitted to use or access the Services. By accessing or using the Services, you represent and warrant that you are an individual of legal age to form a binding contract. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. 1.2 Authorized User Requirement. Access to the Platform or the Services may only be granted by a client of Virtlaw who has a written engagement contract or similar arrangement with Virtlaw (a "Engagement Contract"). References to an "Authorized User" in these Terms mean an individual who has been authorized to access and use the Platform by a client in connection with an Engagement Contract or similar written arrangement. If you are an Authorized User, your access to and use of the Platform or Services are governed by and subject to the terms of the Engagement Contract in addition to these Terms. Any Authorized User must, at all times, have the right and ability to enter into these Terms, and these Terms will be binding on and on behalf of such Authorized User or on behalf of the company, entity, or other organization of which the Authorized User is an authorized representative or agent. Any Authorized User who accesses or uses the Services on behalf of an organization or entity represents and warrants that they are, at all times, authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence or as expressly provided otherwise, refer to that organization or entity).
Limited License. 2.1 Limited License Grant Subject to your continued compliance with these Terms, Virtlaw grants to you a non-exclusive, non-sublicensable, revocable, non-transferable right to: (i) access and use the Site and Platform for your internal, personal use only; and (ii) to the extent you are an Authorized User, access and use of the Platform and the Services, and the relevant Virtlaw features facilitated by Virtlaw to you, are solely for your use in connection with the Engagement Contract or similar written arrangement, and in each case, for no other purpose whatsoever, including on behalf of or for the benefit of any third party. Each legal entity, organization or business shall have a separate engagement contract or similar arrangement with Virtlaw in order to access the Platform, and the Services. Virtlaw reserves all rights not expressly granted herein.
User Accounts. 3.1 Creating a User Account Authorized Users will be assigned a unique user account (a "User Account") and accompanying account credentials (the "User Credentials") to use or access the Platform. Virtlaw limits the number of User Accounts per legal entity or business to three (3) users. If you are assigned a User Account, you may be required to provide us with certain information and data, such as your contact information, and you must provide truthful, accurate, and complete information about yourself in connection with the creation of your User Account. You agree to update information related to your User Account if it changes at any time during your use of the Platform or Services. Your User Account will allow you to access and use the Platform and Services, including to display, list, remove, modify, or edit certain data related to certain End User Data and/or corporate information. 3.2 Securing Your User Credentials and User Account You may not share your User Credentials or permit any other person to access the Platform or the Services through your User Account. You understand that you are responsible for maintaining the security of your User Credentials and User Account, and for any activity associated with your User Account, including any losses or liability incurred if you fail to protect the security of your User Credentials or User Account. As a result, you agree to take reasonable measures to secure your User Credentials and to prevent unauthorized access to your User Account. If you become aware of or suspect the unauthorized access to or use of your User Credentials or access to or use of your User Account, please update your User Credentials and contact customersupport@virtlawus.com immediately. We are not liable for any harm related to any authorized or unauthorized access to or use of your User Credentials.
Ownership 4.1 End User Property As between you and Virtlaw, you own all data, documents, information, or materials (collectively, "End User Data") that you upload, provide, or otherwise post in connection with the Platform or Services. However, you understand that Virtlaw has the right (but not the obligation), in our sole and absolute discretion, and hereby grant Virtlaw a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license, to use, edit, display, modify, aggregate, reproduce, distribute, redact, remove, re-categorize to a more appropriate location, or otherwise change any End User Data as we deem reasonably necessary to provide the Services. 4.2 Virtlaw Property As between the parties, Virtlaw and its licensors own all intellectual property rights or other right, title, or interest in or to the Platform and Services, including, but not limited to: (i) the Site and all content included on the Site, including images, illustrations, designs, icons, photographs, video clips, and written and other materials displayed or performed or available on or through the Site (together, "Site Content"); (ii) the Platform, the software component of Virtlaw’s features within the Platform; (iii) any Feedback (as defined below); (iv) all Aggregated Data (as defined below); and (v) any and all proprietary technology, algorithms, code, scripts, routines, user interface designs, architecture, network designs, know-how, trade secrets, processes and workflows, business concepts and ideas, proprietary technology, features or products, logos, trademarks, service marks, and trade names (other than those provided by our clients, the "Virtlaw Marks") or other intellectual property in connection with the foregoing (collectively, the "Virtlaw Property"). Except as expressly provided in these Terms, none of the Virtlaw Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way, and nothing on this Site or Platform may be construed to confer any license to any Virtlaw Property. Any rights not expressly granted herein are reserved by Virtlaw, and you agree that you will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), create derivative works based on, or otherwise exploit any Virtlaw Property. You hereby represent, warrant, and covenant that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Virtlaw Property you access through the Platform or Services and that you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Virtlaw Property, (i) without the prior written consent of Virtlaw or (ii) in a way that violates someone else's (including Virtlaw's) rights. 4.3 Downloadable Content Certain Site Content is available to be downloaded by End Users (the "Downloadable Content"). Virtlaw hereby grants you permission to download, view, copy, and print the Downloadable Content. You understand and acknowledge that the Downloadable Content does not constitute legal, financial, investment, tax, accounting, regulatory, compliance, or other similar professional advice and should not be used for any other purpose but your personal, informational, and non-commercial use. The Downloadable Content may not be modified or altered in any way, including the removal or alteration of any copyright and trademark notice. Any unauthorized use of any Downloadable Materials contained on the Site may constitute a violation of copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes. 4.4 Feedback You may from time to time provide suggestions, comments, questions, recommendations, or other feedback with respect to the Services, including, without limitation, new features or functionality related thereto ("Feedback"). You hereby assign to Virtlaw all right, title, and interest in and to the Feedback. Virtlaw will be the owner of all Feedback and will be free to use, but have no obligation to use, without any attribution or compensation to you, all Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 4.5 Third-Party Property and Products All (i) trademarks, product names, and company names or logos other than the Virtlaw Marks that are cited or displayed on the Site or through the Platform and (ii) data, materials, documents, or other content posted by another End User or any client belong exclusively to that End User or client (collectively, the "Third-Party Property") and are the property of their respective owners. Nothing in these Terms confers any rights in or licenses to Third-Party Property. Additionally, the Services may contain features that are integrated with software, web browser plug-ins, and/or applications that are provided by a third party, or hyperlinks to third-party websites (collectively, the "Third-Party Products"). You understand that all Third-Party Products are subject to their own terms and conditions with the provider of that Third-Party Product, and that Virtlaw has no control over, assumes no responsibility for, and makes no warranty of any kind with respect to any Third-Party Products or the content, accuracy, privacy policies, or practices of or opinions expressed by any Third-Party Property owners, including those that you may interact with through the Services. Additionally, Virtlaw does not monitor, censor, or edit the content of any Third-Party Property or Third-Party Products or provide any maintenance or support services for the Third-Party Products. Virtlaw is not responsible for any license, exchange of data, interaction, service, information gathered from, or the use of, any of Third-Party Products. When you access the Third-Party Property and/or the Third-Party Products, you accept that there are risks in doing so and release and hold us harmless from any and all liability arising from your use thereof.
Restrictions on Use or Access to the Services 5.1 Restricted Uses You agree that you will not, and you will not permit any other person to, at any time: (i) copy, modify, or create derivative works of the Services, the software component of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, contribute, publish, transfer, or otherwise make available the Services, the software component of the Services or Platform, or Virtlaw Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the software component of or any source code underlying the Services or Platform, in whole or in part; (iv) remove, obscure, or modify any use of the Virtlaw Property or any proprietary notices or terms of use from the Services, the software component of the Services or Platform; (v) attempt to gain unauthorized access to the Services or the Platform, including to discover or attempt to discover the software component of or any underlying HTML or source code underlying the Platform or Services, or violate the security of any computer network or security encryption codes; (vi) use the Services, the software component of the Services, or the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates Applicable Law; or (vii) use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods on the contents of the Services or to collect, "crawl," or "scrape" any information from the Services or any other user of the Services, including another Authorized User. YOU UNDERSTAND AND AGREE THAT A VIOLATION OF ANY OF THE FOREGOING IS GROUNDS FOR THE IMMEDIATE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE SERVICES AND THE PLATFORM. 5.2 Restricted End-User Content You are legally and ethically responsible for any End User Data, including, but not limited to any writings, files, photos, reviews, documents, or any other materials, that you post or transmit on or through any Service that allows the interaction or dissemination of information. When accessing the Services, you agree not to upload, display, perform, transmit, or otherwise distribute any End User Data that: (i) is known by you to be false, inaccurate, or misleading; or (ii) infringes anyone's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation, including any export laws or regulations; (iv) is, or may reasonably be considered to be, defamatory, libelous, hateful, abusive, obscene, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership, or corporation; (v) includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; (vi) includes information that references third-party websites or addresses, email addresses, phone numbers, or other contact information of subjects without having obtained valid rights from such subjects to use and distribute such information; (vii) contains any computer virus, worms, or other potentially damaging computer programs or files; or (viii) that otherwise violates these Terms or applicable law. 5.3 Compliance with Law You acknowledge and agree that your access to and use of the Services and the Platform may be subject to applicable laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies ("Applicable Law"). You represent that your use of the Services and the Platform, including as an Authorized User, is not prohibited by Applicable Laws. Virtlaw is not responsible for your use of the Services in the event that your use violates any Applicable Law. You agree to comply with all Applicable Laws related to your use, transmission, and disclosure of any data or information, including your End User Data, in connection with the Services or the Platform, and that you will be responsible in the event you have violated Applicable Law in connection with your use of the Services.
Privacy and User Data 6.1 Data Privacy You may be asked to provide personal information in a questionnaire, application, form, or similar document or service in connection with your use of the Services or the Platform. Any personal information that you provide to us will be subject to our Privacy Policy; provided, that the use of your personal data and information provided to Virtlaw by or through a client pursuant to an Engagement Contract in connection therewith may, instead or also, be subject to the terms and conditions of such Engagement Contract. Subject to the foregoing, the Privacy Policy governs Virtlaw's use of the data and information you provided to Virtlaw or through the Services, including End User Data. In the event that you provide any personal information on behalf of another person or entity in connection with the Platform Services or your use thereof, you hereby represent and warrant that you have obtained all right, permission, authority, and consent required under Applicable Law to provide this personal information to Virtlaw and allow Virtlaw to use, handle, and share this personal information in the manner set forth in our Privacy Policy. The Privacy Policy is incorporated by reference into the Terms, and by accepting these Terms, you acknowledge that you have read and understand the terms of the Privacy Policy. 6.2 Aggregate Data You understand and agree that Virtlaw may monitor, collect, and compile data and information related to or derived from your use of the Services, including any End User Data you post or upload, in each case, in an aggregate and anonymized manner (the "Aggregated Data"). All right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Virtlaw. Virtlaw may use or disclose Aggregated Data: (i) for the sole purpose of improving and enhancing the Services; (ii) in compliance with Applicable Law; and (iii) for other development, diagnostic, and corrective purposes in connection with the Services and other offerings by Virtlaw; however, in no event will any Aggregate Data identify you or any other person identified in your End User Data or be identifiable as having originated from you.
Suspension or Termination 7.1 Suspension or Termination for Violation of these Terms Virtlaw reserves the right to suspend or terminate your access to the Services at any time if it determines in its sole discretion that you have violated these Terms or that your use or access to the Services is causing or may cause immediate, material, or ongoing harm to Virtlaw, the Site, the Platform, the Services, or another Authorized User or client. 7.2 Service Suspension In addition to the foregoing rights, you understand that from time to time, your access to your User Account or the Platform may be temporarily unavailable, impaired, or suspended by Virtlaw due to any of the following: (i) an unscheduled emergency maintenance; or (ii) routine planned maintenance. Virtlaw will endeavor to provide you with advanced notice of any suspension to the extent practicable. 7.3 Effect of Termination You may delete your User Account at any time by contacting customersupport@virtlawus.com at which time you will lose the ability to access or use the Platform, and the license(s) granted to you as an Authorized User pursuant to these Terms will terminate. Because your access to and use of the Platform Services is subject to the Engagement Contract, you understand that the Customer may suspend or terminate your User Account at its discretion or that we may suspend or terminate your account pursuant to the Engagement Contract without prior notice to you. Upon termination of your access to the Platform, you must immediately cease all access to and use of the Platform or the Services. Please refer to the Privacy Policy, as well as the licenses above, to understand how we treat information and End User Data you provide to us after you have stopped using the Services. All provisions of these Terms that expressly or by implication continue to govern your or our rights and obligations after termination of use of the Services shall survive notwithstanding completion of any transaction or project in connection with which the Services is used or deletion of any User Account, including, without limitation, any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including, without limitation, the arbitration agreement herein.
Confidentiality 8.1 Your Confidentiality Obligations You acknowledge that in your use of or access to the Services, you may gain access to nonpublic information concerning Virtlaw’s business, products, services, or other Authorized Users within your organization or business. You agree not to use or disclose any information acquired through the Services to any third party, except as required for your use of the Services. You further commit to maintaining the confidentiality of this information using a reasonable standard of care. It is understood that other End Users or Authorized Users with appropriate access rights may also access your End User Data in connection with the Platform or the Services. 8.2 Virtlaw’s Confidentiality Obligations Virtlaw acknowledges that it may have access to your End User Data through your use of the Services and undertakes to maintain the confidentiality of your End User Data. Virtlaw will only access or use your End User Data (i) to provide, enhance, maintain, or support the Services, (iii) as mandated by Applicable Law, or (iv) as otherwise outlined in these Terms or the Privacy Policy.
Indemnification of Virtlaw You are liable to indemnify and hold Virtlaw, its affiliates, as well as its and its affiliates' respective shareholders, investors, attorneys, directors, managers, officers, employees, agents, successors, and assigns harmless from any damages, losses, costs, or expenses (including reasonable attorney's fees) incurred by Virtlaw due to any action, claim, or proceeding brought by a third party (excluding subcontractors and agents of Virtlaw) related to or arising out of your use of the Services or the Platform, your posting or transmission of your End User Data in connection with the Services, or your violation of these Terms.
Limited Warranty The use of the Services involves the transmission of data and may carry inherent risks such as errors, omissions, delays, and potential loss or damage to your End User Data (referred to as "Data Event"). You acknowledge that these risks are inherent in the Services and that it is your responsibility to adopt reasonable measures to mitigate the consequences of a Data Event. In the event of a Data Event, please promptly notify Virtlaw at customersupport@virtlawus.com. Virtlaw will make commercially reasonable efforts to promptly rectify any nonconformity or defect in the Services that led to a Data Event as soon as it is discovered. Virtlaw will not be held responsible for addressing or resolving any Data Event if (a) you do not promptly notify Virtlaw of such Data Event, (b) the Data Event was caused by software or equipment not provided by Virtlaw, or (c) the Data Event results from your breach of these Terms. You acknowledge and accept that the remedies outlined in the preceding paragraph constitute your exclusive remedy in the event of a Data Event, and Virtlaw will not bear any further liability related to such Data Event.
Warranty Disclaimers Except as explicitly provided in these Terms or in the Engagement Contract for legal services, or as required under the applicable rules for professional conduct governing the practice of law, the Services and the Virtlaw Property are provided "as is." To the maximum extent permitted by law, Virtlaw and its affiliates, licensors, suppliers, partners, parent, subsidiaries, and each of its and their respective officers, directors, managers, shareholders, members, employees, consultants, contractors, representatives, and agents (collectively referred to as the "Virtlaw Parties") disclaim all warranties, whether express, implied, statutory, or otherwise. This includes all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from the course of dealing, usage, or trade practice. The Virtlaw Parties do not provide any warranty of any kind that the Services, the Platform and the Virtlaw Property, or the results of using them, will meet your or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free. The Virtlaw Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of materials contained in or accessed through the Services, including any Virtlaw Property, or for any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising from the use of or in any way related to your participation in the Services. The Virtlaw Parties do not make any representations or warranties regarding suggestions or recommendations for services or products offered or purchased through or in connection with the Services. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above disclaimers may not apply to you but will apply to the maximum extent permitted by applicable law.
Limitation of Liability To the maximum extent permitted by law, under no circumstances will Virtlaw or the Virtlaw Parties be liable for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages. This includes increased costs, diminution in value, lost business, revenues, or profits, loss of goodwill or reputation, use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security, cost of replacement goods or services, or errors or interruptions in use, or for loss or inaccuracy or corruption of data. This limitation applies regardless of whether such party was advised of the possibility of such losses or damages, or whether such losses or damages were otherwise foreseeable. To the maximum extent permitted by law, in no event will Virtlaw’s or the Virtlaw Parties' aggregate liability arising out of or related to these Terms or the Services exceed $500. Notwithstanding the foregoing, these limitations shall not limit any liability of Virtlaw for fraud or willful misconduct. Some states do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you but will apply to the maximum extent permitted by applicable law.
Arbitration Agreement These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to its conflict of laws provisions. Virtlaw and you agree that any dispute, claim, or controversy arising out of or related to these Terms, their breach, termination, enforcement, interpretation, or validity, or your use of the Services shall be resolved solely by binding arbitration. This arbitration shall occur on an individual basis, and no class arbitrations or class actions are permitted. The arbitration shall be conducted before a single arbitrator in the County of Dallas, in the State of Texas, United States of America. You acknowledge and agree that Virtlaw’s officers, directors, managers, employees, and independent contractors (collectively referred to as “Personnel”) are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, all Personnel will have the right and will be deemed to have accepted the right to enforce these Terms against you as a third-party beneficiary. 13.1 Arbitration Process The arbitration proceeding shall be conducted in the English language and governed by the JAMS Streamlined Arbitration Rules and Procedures then in effect (referred to as the “JAMS Rules”). The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. You understand and agree that, except as expressly provided otherwise herein, the arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator’s award may be entered in any court of competent jurisdiction. By agreeing to these Terms, you and Virtlaw are waiving any constitutional and statutory rights to go to court, including the right to a trial by jury or in front of a judge or to participate in a class action. This arbitration provision shall survive the termination of these Terms. 13.2 Notice To initiate arbitration, the party seeking arbitration must first send a written Notice of Dispute (“Notice”) to the other party via U.S. certified mail, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission). A Notice to Virtlaw should be sent via U.S. mail or other nationally recognized overnight courier addressed to Notice of Dispute, Virtlaw, PLLC, Attn: Dispute Notice, with a copy of the Notice submitted via email to legalsupport@virtlawus.com (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) specify the relief sought (“Demand”). Upon receipt of a Notice, Virtlaw and you will attempt in good faith to resolve the dispute described in the Notice. If no agreement to resolve the dispute is reached within 45 days after the Notice is received, either party may commence an arbitration proceeding. 13.3 Arbitration Costs The JAMS Rules shall govern the payment of all arbitration fees. The prevailing party in any arbitration action or proceeding shall be entitled to receive from the non-prevailing party all costs, damages, and expenses, including reasonable attorneys’ fees, incurred in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party shall be determined by the arbitrator(s) based on the major disputed issues. Notwithstanding the foregoing, if the value of your claim is less than ten thousand ($10,000.00) US dollars, and the arbitrator, upon final disposition of the case, finds that your claim and/or the relief sought was not frivolous or initiated for an improper purpose, Virtlaw may pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration. 13.4 Class Action Waiver Both you and Virtlaw agree that each may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All claims and disputes must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or authorized user may not be arbitrated or litigated jointly or consolidated with those of any other customer or user. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, then all preceding language in this Section 13 will be null and void. This arbitration agreement shall survive the termination of your relationship with Virtlaw. These arbitration provisions are intended to be liberally construed to achieve their purposes of ensuring the prompt, efficient, and cost-effective resolution of disputes and claims while preserving the parties’ rights to pursue other available remedies.
Communications with Virtlaw. As part of the Services and if you provide your contact information you agree to receive communications directly by email or through the Services regarding such Services from Virtlaw. If you contact us via the Services or by direct email, you are communicating with us electronically. If you contact us electronically, you agree to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site or through the Platform Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. By signing up for the Services or a User Account, you confirm that you want Virtlaw to send you information by email or other electronic means regarding your account or transactions with us or that we think may be of interest to you, and you agree to receive communications from Virtlaw, and you represent and warrant that each person you register for the Services or for whom you provide email addresses has consented to receive communications from Virtlaw. You agree to indemnify and hold Virtlaw harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Intellectual Property. In accordance with the Digital Millennium Copyright Act (“DMCA), Virtlaw has adopted a policy that provides for the removal of any End User Content that infringes on the rights of Virtlaw or of a third party or that violate intellectual property rights generally. Virtlaw reserves the right to (i) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (ii) remove and discontinue service to repeat offenders.
Miscellaneous. Except as may be specified in an applicable Engagement Contract or other applicable terms available in our Site, these Terms constitute the entire agreement between you and Virtlaw with respect to the Services, and supersedes any and all other agreements, whether written or oral, or communications with Virtlaw regarding the Services and the Platform. In the event of any inconsistency or conflict between these Terms and any Engagement Contract, the terms of the Engagemetn Contract will prevail with respect to the legal services, and these Terms will prevail with respect to your use of the Platform. You may not assign, novate or otherwise transfer any rights or obligations under these Terms without Virtlaw’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void ab-initio. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice. Except as expressly set forth herein, you and Virtlaw agree there are no third-party beneficiaries intended under these Terms. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable and such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any of Virtlaw’s rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver by Virtlaw thereof, and no single or partial exercise of any right, remedy, power, or privilege under these Terms will preclude any other or further exercise thereof by Virtlaw or the exercise of any other right, remedy, power, or privilege by Virtlaw. Except as explicitly set forth herein, no other act, document, usage, custom or course of dealing shall be deemed to amend or modify these Terms. BY ACCEPTING THESE TERMS AND CONTINUING TO ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. Effective Date: October 4, 2023
Terms Of Service
These Terms of Service ("Terms") constitute a legally binding agreement between you and Virtlaw, PLLC, Virtlaw Tech, Inc., and/or its affiliates, ("Virtlaw," "we," "us," or "our") regarding your use of our website www.virtlawus.com (the "Site"), as well as any products, legal and non-legal services offered through our web-based platforms or mobile apps (each, a "Platform"), all collectively referred to as the ("Services"). By accessing, browsing, or using the Site or any Platform in any way, you accept and agree to be bound by these Terms, in addition, to any other terms and conditions applicable to the Services and legal services being provided through Virtlaw’s Platform.
Eligibility. 1.1 Age Requirement. You must be at least 18 years old to access or use the Services. If you are under 18 years old, you are not permitted to use or access the Services. By accessing or using the Services, you represent and warrant that you are an individual of legal age to form a binding contract. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. 1.2 Authorized User Requirement. Access to the Platform or the Services may only be granted by a client of Virtlaw who has a written engagement contract or similar arrangement with Virtlaw (a "Engagement Contract"). References to an "Authorized User" in these Terms mean an individual who has been authorized to access and use the Platform by a client in connection with an Engagement Contract or similar written arrangement. If you are an Authorized User, your access to and use of the Platform or Services are governed by and subject to the terms of the Engagement Contract in addition to these Terms. Any Authorized User must, at all times, have the right and ability to enter into these Terms, and these Terms will be binding on and on behalf of such Authorized User or on behalf of the company, entity, or other organization of which the Authorized User is an authorized representative or agent. Any Authorized User who accesses or uses the Services on behalf of an organization or entity represents and warrants that they are, at all times, authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence or as expressly provided otherwise, refer to that organization or entity).
Limited License. 2.1 Limited License Grant Subject to your continued compliance with these Terms, Virtlaw grants to you a non-exclusive, non-sublicensable, revocable, non-transferable right to: (i) access and use the Site and Platform for your internal, personal use only; and (ii) to the extent you are an Authorized User, access and use of the Platform and the Services, and the relevant Virtlaw features facilitated by Virtlaw to you, are solely for your use in connection with the Engagement Contract or similar written arrangement, and in each case, for no other purpose whatsoever, including on behalf of or for the benefit of any third party. Each legal entity, organization or business shall have a separate engagement contract or similar arrangement with Virtlaw in order to access the Platform, and the Services. Virtlaw reserves all rights not expressly granted herein.
User Accounts. 3.1 Creating a User Account Authorized Users will be assigned a unique user account (a "User Account") and accompanying account credentials (the "User Credentials") to use or access the Platform. Virtlaw limits the number of User Accounts per legal entity or business to three (3) users. If you are assigned a User Account, you may be required to provide us with certain information and data, such as your contact information, and you must provide truthful, accurate, and complete information about yourself in connection with the creation of your User Account. You agree to update information related to your User Account if it changes at any time during your use of the Platform or Services. Your User Account will allow you to access and use the Platform and Services, including to display, list, remove, modify, or edit certain data related to certain End User Data and/or corporate information. 3.2 Securing Your User Credentials and User Account You may not share your User Credentials or permit any other person to access the Platform or the Services through your User Account. You understand that you are responsible for maintaining the security of your User Credentials and User Account, and for any activity associated with your User Account, including any losses or liability incurred if you fail to protect the security of your User Credentials or User Account. As a result, you agree to take reasonable measures to secure your User Credentials and to prevent unauthorized access to your User Account. If you become aware of or suspect the unauthorized access to or use of your User Credentials or access to or use of your User Account, please update your User Credentials and contact customersupport@virtlawus.com immediately. We are not liable for any harm related to any authorized or unauthorized access to or use of your User Credentials.
Ownership 4.1 End User Property As between you and Virtlaw, you own all data, documents, information, or materials (collectively, "End User Data") that you upload, provide, or otherwise post in connection with the Platform or Services. However, you understand that Virtlaw has the right (but not the obligation), in our sole and absolute discretion, and hereby grant Virtlaw a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license, to use, edit, display, modify, aggregate, reproduce, distribute, redact, remove, re-categorize to a more appropriate location, or otherwise change any End User Data as we deem reasonably necessary to provide the Services. 4.2 Virtlaw Property As between the parties, Virtlaw and its licensors own all intellectual property rights or other right, title, or interest in or to the Platform and Services, including, but not limited to: (i) the Site and all content included on the Site, including images, illustrations, designs, icons, photographs, video clips, and written and other materials displayed or performed or available on or through the Site (together, "Site Content"); (ii) the Platform, the software component of Virtlaw’s features within the Platform; (iii) any Feedback (as defined below); (iv) all Aggregated Data (as defined below); and (v) any and all proprietary technology, algorithms, code, scripts, routines, user interface designs, architecture, network designs, know-how, trade secrets, processes and workflows, business concepts and ideas, proprietary technology, features or products, logos, trademarks, service marks, and trade names (other than those provided by our clients, the "Virtlaw Marks") or other intellectual property in connection with the foregoing (collectively, the "Virtlaw Property"). Except as expressly provided in these Terms, none of the Virtlaw Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way, and nothing on this Site or Platform may be construed to confer any license to any Virtlaw Property. Any rights not expressly granted herein are reserved by Virtlaw, and you agree that you will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), create derivative works based on, or otherwise exploit any Virtlaw Property. You hereby represent, warrant, and covenant that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Virtlaw Property you access through the Platform or Services and that you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Virtlaw Property, (i) without the prior written consent of Virtlaw or (ii) in a way that violates someone else's (including Virtlaw's) rights. 4.3 Downloadable Content Certain Site Content is available to be downloaded by End Users (the "Downloadable Content"). Virtlaw hereby grants you permission to download, view, copy, and print the Downloadable Content. You understand and acknowledge that the Downloadable Content does not constitute legal, financial, investment, tax, accounting, regulatory, compliance, or other similar professional advice and should not be used for any other purpose but your personal, informational, and non-commercial use. The Downloadable Content may not be modified or altered in any way, including the removal or alteration of any copyright and trademark notice. Any unauthorized use of any Downloadable Materials contained on the Site may constitute a violation of copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes. 4.4 Feedback You may from time to time provide suggestions, comments, questions, recommendations, or other feedback with respect to the Services, including, without limitation, new features or functionality related thereto ("Feedback"). You hereby assign to Virtlaw all right, title, and interest in and to the Feedback. Virtlaw will be the owner of all Feedback and will be free to use, but have no obligation to use, without any attribution or compensation to you, all Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 4.5 Third-Party Property and Products All (i) trademarks, product names, and company names or logos other than the Virtlaw Marks that are cited or displayed on the Site or through the Platform and (ii) data, materials, documents, or other content posted by another End User or any client belong exclusively to that End User or client (collectively, the "Third-Party Property") and are the property of their respective owners. Nothing in these Terms confers any rights in or licenses to Third-Party Property. Additionally, the Services may contain features that are integrated with software, web browser plug-ins, and/or applications that are provided by a third party, or hyperlinks to third-party websites (collectively, the "Third-Party Products"). You understand that all Third-Party Products are subject to their own terms and conditions with the provider of that Third-Party Product, and that Virtlaw has no control over, assumes no responsibility for, and makes no warranty of any kind with respect to any Third-Party Products or the content, accuracy, privacy policies, or practices of or opinions expressed by any Third-Party Property owners, including those that you may interact with through the Services. Additionally, Virtlaw does not monitor, censor, or edit the content of any Third-Party Property or Third-Party Products or provide any maintenance or support services for the Third-Party Products. Virtlaw is not responsible for any license, exchange of data, interaction, service, information gathered from, or the use of, any of Third-Party Products. When you access the Third-Party Property and/or the Third-Party Products, you accept that there are risks in doing so and release and hold us harmless from any and all liability arising from your use thereof.
Restrictions on Use or Access to the Services 5.1 Restricted Uses You agree that you will not, and you will not permit any other person to, at any time: (i) copy, modify, or create derivative works of the Services, the software component of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, contribute, publish, transfer, or otherwise make available the Services, the software component of the Services or Platform, or Virtlaw Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the software component of or any source code underlying the Services or Platform, in whole or in part; (iv) remove, obscure, or modify any use of the Virtlaw Property or any proprietary notices or terms of use from the Services, the software component of the Services or Platform; (v) attempt to gain unauthorized access to the Services or the Platform, including to discover or attempt to discover the software component of or any underlying HTML or source code underlying the Platform or Services, or violate the security of any computer network or security encryption codes; (vi) use the Services, the software component of the Services, or the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates Applicable Law; or (vii) use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods on the contents of the Services or to collect, "crawl," or "scrape" any information from the Services or any other user of the Services, including another Authorized User. YOU UNDERSTAND AND AGREE THAT A VIOLATION OF ANY OF THE FOREGOING IS GROUNDS FOR THE IMMEDIATE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE SERVICES AND THE PLATFORM. 5.2 Restricted End-User Content You are legally and ethically responsible for any End User Data, including, but not limited to any writings, files, photos, reviews, documents, or any other materials, that you post or transmit on or through any Service that allows the interaction or dissemination of information. When accessing the Services, you agree not to upload, display, perform, transmit, or otherwise distribute any End User Data that: (i) is known by you to be false, inaccurate, or misleading; or (ii) infringes anyone's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation, including any export laws or regulations; (iv) is, or may reasonably be considered to be, defamatory, libelous, hateful, abusive, obscene, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership, or corporation; (v) includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; (vi) includes information that references third-party websites or addresses, email addresses, phone numbers, or other contact information of subjects without having obtained valid rights from such subjects to use and distribute such information; (vii) contains any computer virus, worms, or other potentially damaging computer programs or files; or (viii) that otherwise violates these Terms or applicable law. 5.3 Compliance with Law You acknowledge and agree that your access to and use of the Services and the Platform may be subject to applicable laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies ("Applicable Law"). You represent that your use of the Services and the Platform, including as an Authorized User, is not prohibited by Applicable Laws. Virtlaw is not responsible for your use of the Services in the event that your use violates any Applicable Law. You agree to comply with all Applicable Laws related to your use, transmission, and disclosure of any data or information, including your End User Data, in connection with the Services or the Platform, and that you will be responsible in the event you have violated Applicable Law in connection with your use of the Services.
Privacy and User Data 6.1 Data Privacy You may be asked to provide personal information in a questionnaire, application, form, or similar document or service in connection with your use of the Services or the Platform. Any personal information that you provide to us will be subject to our Privacy Policy; provided, that the use of your personal data and information provided to Virtlaw by or through a client pursuant to an Engagement Contract in connection therewith may, instead or also, be subject to the terms and conditions of such Engagement Contract. Subject to the foregoing, the Privacy Policy governs Virtlaw's use of the data and information you provided to Virtlaw or through the Services, including End User Data. In the event that you provide any personal information on behalf of another person or entity in connection with the Platform Services or your use thereof, you hereby represent and warrant that you have obtained all right, permission, authority, and consent required under Applicable Law to provide this personal information to Virtlaw and allow Virtlaw to use, handle, and share this personal information in the manner set forth in our Privacy Policy. The Privacy Policy is incorporated by reference into the Terms, and by accepting these Terms, you acknowledge that you have read and understand the terms of the Privacy Policy. 6.2 Aggregate Data You understand and agree that Virtlaw may monitor, collect, and compile data and information related to or derived from your use of the Services, including any End User Data you post or upload, in each case, in an aggregate and anonymized manner (the "Aggregated Data"). All right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Virtlaw. Virtlaw may use or disclose Aggregated Data: (i) for the sole purpose of improving and enhancing the Services; (ii) in compliance with Applicable Law; and (iii) for other development, diagnostic, and corrective purposes in connection with the Services and other offerings by Virtlaw; however, in no event will any Aggregate Data identify you or any other person identified in your End User Data or be identifiable as having originated from you.
Suspension or Termination 7.1 Suspension or Termination for Violation of these Terms Virtlaw reserves the right to suspend or terminate your access to the Services at any time if it determines in its sole discretion that you have violated these Terms or that your use or access to the Services is causing or may cause immediate, material, or ongoing harm to Virtlaw, the Site, the Platform, the Services, or another Authorized User or client. 7.2 Service Suspension In addition to the foregoing rights, you understand that from time to time, your access to your User Account or the Platform may be temporarily unavailable, impaired, or suspended by Virtlaw due to any of the following: (i) an unscheduled emergency maintenance; or (ii) routine planned maintenance. Virtlaw will endeavor to provide you with advanced notice of any suspension to the extent practicable. 7.3 Effect of Termination You may delete your User Account at any time by contacting customersupport@virtlawus.com at which time you will lose the ability to access or use the Platform, and the license(s) granted to you as an Authorized User pursuant to these Terms will terminate. Because your access to and use of the Platform Services is subject to the Engagement Contract, you understand that the Customer may suspend or terminate your User Account at its discretion or that we may suspend or terminate your account pursuant to the Engagement Contract without prior notice to you. Upon termination of your access to the Platform, you must immediately cease all access to and use of the Platform or the Services. Please refer to the Privacy Policy, as well as the licenses above, to understand how we treat information and End User Data you provide to us after you have stopped using the Services. All provisions of these Terms that expressly or by implication continue to govern your or our rights and obligations after termination of use of the Services shall survive notwithstanding completion of any transaction or project in connection with which the Services is used or deletion of any User Account, including, without limitation, any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including, without limitation, the arbitration agreement herein.
Confidentiality 8.1 Your Confidentiality Obligations You acknowledge that in your use of or access to the Services, you may gain access to nonpublic information concerning Virtlaw’s business, products, services, or other Authorized Users within your organization or business. You agree not to use or disclose any information acquired through the Services to any third party, except as required for your use of the Services. You further commit to maintaining the confidentiality of this information using a reasonable standard of care. It is understood that other End Users or Authorized Users with appropriate access rights may also access your End User Data in connection with the Platform or the Services. 8.2 Virtlaw’s Confidentiality Obligations Virtlaw acknowledges that it may have access to your End User Data through your use of the Services and undertakes to maintain the confidentiality of your End User Data. Virtlaw will only access or use your End User Data (i) to provide, enhance, maintain, or support the Services, (iii) as mandated by Applicable Law, or (iv) as otherwise outlined in these Terms or the Privacy Policy.
Indemnification of Virtlaw You are liable to indemnify and hold Virtlaw, its affiliates, as well as its and its affiliates' respective shareholders, investors, attorneys, directors, managers, officers, employees, agents, successors, and assigns harmless from any damages, losses, costs, or expenses (including reasonable attorney's fees) incurred by Virtlaw due to any action, claim, or proceeding brought by a third party (excluding subcontractors and agents of Virtlaw) related to or arising out of your use of the Services or the Platform, your posting or transmission of your End User Data in connection with the Services, or your violation of these Terms.
Limited Warranty The use of the Services involves the transmission of data and may carry inherent risks such as errors, omissions, delays, and potential loss or damage to your End User Data (referred to as "Data Event"). You acknowledge that these risks are inherent in the Services and that it is your responsibility to adopt reasonable measures to mitigate the consequences of a Data Event. In the event of a Data Event, please promptly notify Virtlaw at customersupport@virtlawus.com. Virtlaw will make commercially reasonable efforts to promptly rectify any nonconformity or defect in the Services that led to a Data Event as soon as it is discovered. Virtlaw will not be held responsible for addressing or resolving any Data Event if (a) you do not promptly notify Virtlaw of such Data Event, (b) the Data Event was caused by software or equipment not provided by Virtlaw, or (c) the Data Event results from your breach of these Terms. You acknowledge and accept that the remedies outlined in the preceding paragraph constitute your exclusive remedy in the event of a Data Event, and Virtlaw will not bear any further liability related to such Data Event.
Warranty Disclaimers Except as explicitly provided in these Terms or in the Engagement Contract for legal services, or as required under the applicable rules for professional conduct governing the practice of law, the Services and the Virtlaw Property are provided "as is." To the maximum extent permitted by law, Virtlaw and its affiliates, licensors, suppliers, partners, parent, subsidiaries, and each of its and their respective officers, directors, managers, shareholders, members, employees, consultants, contractors, representatives, and agents (collectively referred to as the "Virtlaw Parties") disclaim all warranties, whether express, implied, statutory, or otherwise. This includes all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from the course of dealing, usage, or trade practice. The Virtlaw Parties do not provide any warranty of any kind that the Services, the Platform and the Virtlaw Property, or the results of using them, will meet your or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free. The Virtlaw Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of materials contained in or accessed through the Services, including any Virtlaw Property, or for any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising from the use of or in any way related to your participation in the Services. The Virtlaw Parties do not make any representations or warranties regarding suggestions or recommendations for services or products offered or purchased through or in connection with the Services. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above disclaimers may not apply to you but will apply to the maximum extent permitted by applicable law.
Limitation of Liability To the maximum extent permitted by law, under no circumstances will Virtlaw or the Virtlaw Parties be liable for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages. This includes increased costs, diminution in value, lost business, revenues, or profits, loss of goodwill or reputation, use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security, cost of replacement goods or services, or errors or interruptions in use, or for loss or inaccuracy or corruption of data. This limitation applies regardless of whether such party was advised of the possibility of such losses or damages, or whether such losses or damages were otherwise foreseeable. To the maximum extent permitted by law, in no event will Virtlaw’s or the Virtlaw Parties' aggregate liability arising out of or related to these Terms or the Services exceed $500. Notwithstanding the foregoing, these limitations shall not limit any liability of Virtlaw for fraud or willful misconduct. Some states do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you but will apply to the maximum extent permitted by applicable law.
Arbitration Agreement These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to its conflict of laws provisions. Virtlaw and you agree that any dispute, claim, or controversy arising out of or related to these Terms, their breach, termination, enforcement, interpretation, or validity, or your use of the Services shall be resolved solely by binding arbitration. This arbitration shall occur on an individual basis, and no class arbitrations or class actions are permitted. The arbitration shall be conducted before a single arbitrator in the County of Dallas, in the State of Texas, United States of America. You acknowledge and agree that Virtlaw’s officers, directors, managers, employees, and independent contractors (collectively referred to as “Personnel”) are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, all Personnel will have the right and will be deemed to have accepted the right to enforce these Terms against you as a third-party beneficiary. 13.1 Arbitration Process The arbitration proceeding shall be conducted in the English language and governed by the JAMS Streamlined Arbitration Rules and Procedures then in effect (referred to as the “JAMS Rules”). The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. You understand and agree that, except as expressly provided otherwise herein, the arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator’s award may be entered in any court of competent jurisdiction. By agreeing to these Terms, you and Virtlaw are waiving any constitutional and statutory rights to go to court, including the right to a trial by jury or in front of a judge or to participate in a class action. This arbitration provision shall survive the termination of these Terms. 13.2 Notice To initiate arbitration, the party seeking arbitration must first send a written Notice of Dispute (“Notice”) to the other party via U.S. certified mail, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission). A Notice to Virtlaw should be sent via U.S. mail or other nationally recognized overnight courier addressed to Notice of Dispute, Virtlaw, PLLC, Attn: Dispute Notice, with a copy of the Notice submitted via email to legalsupport@virtlawus.com (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) specify the relief sought (“Demand”). Upon receipt of a Notice, Virtlaw and you will attempt in good faith to resolve the dispute described in the Notice. If no agreement to resolve the dispute is reached within 45 days after the Notice is received, either party may commence an arbitration proceeding. 13.3 Arbitration Costs The JAMS Rules shall govern the payment of all arbitration fees. The prevailing party in any arbitration action or proceeding shall be entitled to receive from the non-prevailing party all costs, damages, and expenses, including reasonable attorneys’ fees, incurred in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party shall be determined by the arbitrator(s) based on the major disputed issues. Notwithstanding the foregoing, if the value of your claim is less than ten thousand ($10,000.00) US dollars, and the arbitrator, upon final disposition of the case, finds that your claim and/or the relief sought was not frivolous or initiated for an improper purpose, Virtlaw may pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration. 13.4 Class Action Waiver Both you and Virtlaw agree that each may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All claims and disputes must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or authorized user may not be arbitrated or litigated jointly or consolidated with those of any other customer or user. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, then all preceding language in this Section 13 will be null and void. This arbitration agreement shall survive the termination of your relationship with Virtlaw. These arbitration provisions are intended to be liberally construed to achieve their purposes of ensuring the prompt, efficient, and cost-effective resolution of disputes and claims while preserving the parties’ rights to pursue other available remedies.
Communications with Virtlaw. As part of the Services and if you provide your contact information you agree to receive communications directly by email or through the Services regarding such Services from Virtlaw. If you contact us via the Services or by direct email, you are communicating with us electronically. If you contact us electronically, you agree to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site or through the Platform Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. By signing up for the Services or a User Account, you confirm that you want Virtlaw to send you information by email or other electronic means regarding your account or transactions with us or that we think may be of interest to you, and you agree to receive communications from Virtlaw, and you represent and warrant that each person you register for the Services or for whom you provide email addresses has consented to receive communications from Virtlaw. You agree to indemnify and hold Virtlaw harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Intellectual Property. In accordance with the Digital Millennium Copyright Act (“DMCA), Virtlaw has adopted a policy that provides for the removal of any End User Content that infringes on the rights of Virtlaw or of a third party or that violate intellectual property rights generally. Virtlaw reserves the right to (i) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (ii) remove and discontinue service to repeat offenders.
Miscellaneous. Except as may be specified in an applicable Engagement Contract or other applicable terms available in our Site, these Terms constitute the entire agreement between you and Virtlaw with respect to the Services, and supersedes any and all other agreements, whether written or oral, or communications with Virtlaw regarding the Services and the Platform. In the event of any inconsistency or conflict between these Terms and any Engagement Contract, the terms of the Engagemetn Contract will prevail with respect to the legal services, and these Terms will prevail with respect to your use of the Platform. You may not assign, novate or otherwise transfer any rights or obligations under these Terms without Virtlaw’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void ab-initio. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice. Except as expressly set forth herein, you and Virtlaw agree there are no third-party beneficiaries intended under these Terms. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable and such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any of Virtlaw’s rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver by Virtlaw thereof, and no single or partial exercise of any right, remedy, power, or privilege under these Terms will preclude any other or further exercise thereof by Virtlaw or the exercise of any other right, remedy, power, or privilege by Virtlaw. Except as explicitly set forth herein, no other act, document, usage, custom or course of dealing shall be deemed to amend or modify these Terms. BY ACCEPTING THESE TERMS AND CONTINUING TO ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. Effective Date: October 4, 2023
Terms Of Service
These Terms of Service ("Terms") constitute a legally binding agreement between you and Virtlaw, PLLC, Virtlaw Tech, Inc., and/or its affiliates, ("Virtlaw," "we," "us," or "our") regarding your use of our website www.virtlawus.com (the "Site"), as well as any products, legal and non-legal services offered through our web-based platforms or mobile apps (each, a "Platform"), all collectively referred to as the ("Services"). By accessing, browsing, or using the Site or any Platform in any way, you accept and agree to be bound by these Terms, in addition, to any other terms and conditions applicable to the Services and legal services being provided through Virtlaw’s Platform.
Eligibility. 1.1 Age Requirement. You must be at least 18 years old to access or use the Services. If you are under 18 years old, you are not permitted to use or access the Services. By accessing or using the Services, you represent and warrant that you are an individual of legal age to form a binding contract. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. 1.2 Authorized User Requirement. Access to the Platform or the Services may only be granted by a client of Virtlaw who has a written engagement contract or similar arrangement with Virtlaw (a "Engagement Contract"). References to an "Authorized User" in these Terms mean an individual who has been authorized to access and use the Platform by a client in connection with an Engagement Contract or similar written arrangement. If you are an Authorized User, your access to and use of the Platform or Services are governed by and subject to the terms of the Engagement Contract in addition to these Terms. Any Authorized User must, at all times, have the right and ability to enter into these Terms, and these Terms will be binding on and on behalf of such Authorized User or on behalf of the company, entity, or other organization of which the Authorized User is an authorized representative or agent. Any Authorized User who accesses or uses the Services on behalf of an organization or entity represents and warrants that they are, at all times, authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence or as expressly provided otherwise, refer to that organization or entity).
Limited License. 2.1 Limited License Grant Subject to your continued compliance with these Terms, Virtlaw grants to you a non-exclusive, non-sublicensable, revocable, non-transferable right to: (i) access and use the Site and Platform for your internal, personal use only; and (ii) to the extent you are an Authorized User, access and use of the Platform and the Services, and the relevant Virtlaw features facilitated by Virtlaw to you, are solely for your use in connection with the Engagement Contract or similar written arrangement, and in each case, for no other purpose whatsoever, including on behalf of or for the benefit of any third party. Each legal entity, organization or business shall have a separate engagement contract or similar arrangement with Virtlaw in order to access the Platform, and the Services. Virtlaw reserves all rights not expressly granted herein.
User Accounts. 3.1 Creating a User Account Authorized Users will be assigned a unique user account (a "User Account") and accompanying account credentials (the "User Credentials") to use or access the Platform. Virtlaw limits the number of User Accounts per legal entity or business to three (3) users. If you are assigned a User Account, you may be required to provide us with certain information and data, such as your contact information, and you must provide truthful, accurate, and complete information about yourself in connection with the creation of your User Account. You agree to update information related to your User Account if it changes at any time during your use of the Platform or Services. Your User Account will allow you to access and use the Platform and Services, including to display, list, remove, modify, or edit certain data related to certain End User Data and/or corporate information. 3.2 Securing Your User Credentials and User Account You may not share your User Credentials or permit any other person to access the Platform or the Services through your User Account. You understand that you are responsible for maintaining the security of your User Credentials and User Account, and for any activity associated with your User Account, including any losses or liability incurred if you fail to protect the security of your User Credentials or User Account. As a result, you agree to take reasonable measures to secure your User Credentials and to prevent unauthorized access to your User Account. If you become aware of or suspect the unauthorized access to or use of your User Credentials or access to or use of your User Account, please update your User Credentials and contact customersupport@virtlawus.com immediately. We are not liable for any harm related to any authorized or unauthorized access to or use of your User Credentials.
Ownership 4.1 End User Property As between you and Virtlaw, you own all data, documents, information, or materials (collectively, "End User Data") that you upload, provide, or otherwise post in connection with the Platform or Services. However, you understand that Virtlaw has the right (but not the obligation), in our sole and absolute discretion, and hereby grant Virtlaw a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license, to use, edit, display, modify, aggregate, reproduce, distribute, redact, remove, re-categorize to a more appropriate location, or otherwise change any End User Data as we deem reasonably necessary to provide the Services. 4.2 Virtlaw Property As between the parties, Virtlaw and its licensors own all intellectual property rights or other right, title, or interest in or to the Platform and Services, including, but not limited to: (i) the Site and all content included on the Site, including images, illustrations, designs, icons, photographs, video clips, and written and other materials displayed or performed or available on or through the Site (together, "Site Content"); (ii) the Platform, the software component of Virtlaw’s features within the Platform; (iii) any Feedback (as defined below); (iv) all Aggregated Data (as defined below); and (v) any and all proprietary technology, algorithms, code, scripts, routines, user interface designs, architecture, network designs, know-how, trade secrets, processes and workflows, business concepts and ideas, proprietary technology, features or products, logos, trademarks, service marks, and trade names (other than those provided by our clients, the "Virtlaw Marks") or other intellectual property in connection with the foregoing (collectively, the "Virtlaw Property"). Except as expressly provided in these Terms, none of the Virtlaw Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way, and nothing on this Site or Platform may be construed to confer any license to any Virtlaw Property. Any rights not expressly granted herein are reserved by Virtlaw, and you agree that you will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms), create derivative works based on, or otherwise exploit any Virtlaw Property. You hereby represent, warrant, and covenant that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Virtlaw Property you access through the Platform or Services and that you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Virtlaw Property, (i) without the prior written consent of Virtlaw or (ii) in a way that violates someone else's (including Virtlaw's) rights. 4.3 Downloadable Content Certain Site Content is available to be downloaded by End Users (the "Downloadable Content"). Virtlaw hereby grants you permission to download, view, copy, and print the Downloadable Content. You understand and acknowledge that the Downloadable Content does not constitute legal, financial, investment, tax, accounting, regulatory, compliance, or other similar professional advice and should not be used for any other purpose but your personal, informational, and non-commercial use. The Downloadable Content may not be modified or altered in any way, including the removal or alteration of any copyright and trademark notice. Any unauthorized use of any Downloadable Materials contained on the Site may constitute a violation of copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes. 4.4 Feedback You may from time to time provide suggestions, comments, questions, recommendations, or other feedback with respect to the Services, including, without limitation, new features or functionality related thereto ("Feedback"). You hereby assign to Virtlaw all right, title, and interest in and to the Feedback. Virtlaw will be the owner of all Feedback and will be free to use, but have no obligation to use, without any attribution or compensation to you, all Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 4.5 Third-Party Property and Products All (i) trademarks, product names, and company names or logos other than the Virtlaw Marks that are cited or displayed on the Site or through the Platform and (ii) data, materials, documents, or other content posted by another End User or any client belong exclusively to that End User or client (collectively, the "Third-Party Property") and are the property of their respective owners. Nothing in these Terms confers any rights in or licenses to Third-Party Property. Additionally, the Services may contain features that are integrated with software, web browser plug-ins, and/or applications that are provided by a third party, or hyperlinks to third-party websites (collectively, the "Third-Party Products"). You understand that all Third-Party Products are subject to their own terms and conditions with the provider of that Third-Party Product, and that Virtlaw has no control over, assumes no responsibility for, and makes no warranty of any kind with respect to any Third-Party Products or the content, accuracy, privacy policies, or practices of or opinions expressed by any Third-Party Property owners, including those that you may interact with through the Services. Additionally, Virtlaw does not monitor, censor, or edit the content of any Third-Party Property or Third-Party Products or provide any maintenance or support services for the Third-Party Products. Virtlaw is not responsible for any license, exchange of data, interaction, service, information gathered from, or the use of, any of Third-Party Products. When you access the Third-Party Property and/or the Third-Party Products, you accept that there are risks in doing so and release and hold us harmless from any and all liability arising from your use thereof.
Restrictions on Use or Access to the Services 5.1 Restricted Uses You agree that you will not, and you will not permit any other person to, at any time: (i) copy, modify, or create derivative works of the Services, the software component of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, contribute, publish, transfer, or otherwise make available the Services, the software component of the Services or Platform, or Virtlaw Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the software component of or any source code underlying the Services or Platform, in whole or in part; (iv) remove, obscure, or modify any use of the Virtlaw Property or any proprietary notices or terms of use from the Services, the software component of the Services or Platform; (v) attempt to gain unauthorized access to the Services or the Platform, including to discover or attempt to discover the software component of or any underlying HTML or source code underlying the Platform or Services, or violate the security of any computer network or security encryption codes; (vi) use the Services, the software component of the Services, or the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates Applicable Law; or (vii) use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods on the contents of the Services or to collect, "crawl," or "scrape" any information from the Services or any other user of the Services, including another Authorized User. YOU UNDERSTAND AND AGREE THAT A VIOLATION OF ANY OF THE FOREGOING IS GROUNDS FOR THE IMMEDIATE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE SERVICES AND THE PLATFORM. 5.2 Restricted End-User Content You are legally and ethically responsible for any End User Data, including, but not limited to any writings, files, photos, reviews, documents, or any other materials, that you post or transmit on or through any Service that allows the interaction or dissemination of information. When accessing the Services, you agree not to upload, display, perform, transmit, or otherwise distribute any End User Data that: (i) is known by you to be false, inaccurate, or misleading; or (ii) infringes anyone's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation, including any export laws or regulations; (iv) is, or may reasonably be considered to be, defamatory, libelous, hateful, abusive, obscene, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership, or corporation; (v) includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; (vi) includes information that references third-party websites or addresses, email addresses, phone numbers, or other contact information of subjects without having obtained valid rights from such subjects to use and distribute such information; (vii) contains any computer virus, worms, or other potentially damaging computer programs or files; or (viii) that otherwise violates these Terms or applicable law. 5.3 Compliance with Law You acknowledge and agree that your access to and use of the Services and the Platform may be subject to applicable laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies ("Applicable Law"). You represent that your use of the Services and the Platform, including as an Authorized User, is not prohibited by Applicable Laws. Virtlaw is not responsible for your use of the Services in the event that your use violates any Applicable Law. You agree to comply with all Applicable Laws related to your use, transmission, and disclosure of any data or information, including your End User Data, in connection with the Services or the Platform, and that you will be responsible in the event you have violated Applicable Law in connection with your use of the Services.
Privacy and User Data 6.1 Data Privacy You may be asked to provide personal information in a questionnaire, application, form, or similar document or service in connection with your use of the Services or the Platform. Any personal information that you provide to us will be subject to our Privacy Policy; provided, that the use of your personal data and information provided to Virtlaw by or through a client pursuant to an Engagement Contract in connection therewith may, instead or also, be subject to the terms and conditions of such Engagement Contract. Subject to the foregoing, the Privacy Policy governs Virtlaw's use of the data and information you provided to Virtlaw or through the Services, including End User Data. In the event that you provide any personal information on behalf of another person or entity in connection with the Platform Services or your use thereof, you hereby represent and warrant that you have obtained all right, permission, authority, and consent required under Applicable Law to provide this personal information to Virtlaw and allow Virtlaw to use, handle, and share this personal information in the manner set forth in our Privacy Policy. The Privacy Policy is incorporated by reference into the Terms, and by accepting these Terms, you acknowledge that you have read and understand the terms of the Privacy Policy. 6.2 Aggregate Data You understand and agree that Virtlaw may monitor, collect, and compile data and information related to or derived from your use of the Services, including any End User Data you post or upload, in each case, in an aggregate and anonymized manner (the "Aggregated Data"). All right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Virtlaw. Virtlaw may use or disclose Aggregated Data: (i) for the sole purpose of improving and enhancing the Services; (ii) in compliance with Applicable Law; and (iii) for other development, diagnostic, and corrective purposes in connection with the Services and other offerings by Virtlaw; however, in no event will any Aggregate Data identify you or any other person identified in your End User Data or be identifiable as having originated from you.
Suspension or Termination 7.1 Suspension or Termination for Violation of these Terms Virtlaw reserves the right to suspend or terminate your access to the Services at any time if it determines in its sole discretion that you have violated these Terms or that your use or access to the Services is causing or may cause immediate, material, or ongoing harm to Virtlaw, the Site, the Platform, the Services, or another Authorized User or client. 7.2 Service Suspension In addition to the foregoing rights, you understand that from time to time, your access to your User Account or the Platform may be temporarily unavailable, impaired, or suspended by Virtlaw due to any of the following: (i) an unscheduled emergency maintenance; or (ii) routine planned maintenance. Virtlaw will endeavor to provide you with advanced notice of any suspension to the extent practicable. 7.3 Effect of Termination You may delete your User Account at any time by contacting customersupport@virtlawus.com at which time you will lose the ability to access or use the Platform, and the license(s) granted to you as an Authorized User pursuant to these Terms will terminate. Because your access to and use of the Platform Services is subject to the Engagement Contract, you understand that the Customer may suspend or terminate your User Account at its discretion or that we may suspend or terminate your account pursuant to the Engagement Contract without prior notice to you. Upon termination of your access to the Platform, you must immediately cease all access to and use of the Platform or the Services. Please refer to the Privacy Policy, as well as the licenses above, to understand how we treat information and End User Data you provide to us after you have stopped using the Services. All provisions of these Terms that expressly or by implication continue to govern your or our rights and obligations after termination of use of the Services shall survive notwithstanding completion of any transaction or project in connection with which the Services is used or deletion of any User Account, including, without limitation, any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including, without limitation, the arbitration agreement herein.
Confidentiality 8.1 Your Confidentiality Obligations You acknowledge that in your use of or access to the Services, you may gain access to nonpublic information concerning Virtlaw’s business, products, services, or other Authorized Users within your organization or business. You agree not to use or disclose any information acquired through the Services to any third party, except as required for your use of the Services. You further commit to maintaining the confidentiality of this information using a reasonable standard of care. It is understood that other End Users or Authorized Users with appropriate access rights may also access your End User Data in connection with the Platform or the Services. 8.2 Virtlaw’s Confidentiality Obligations Virtlaw acknowledges that it may have access to your End User Data through your use of the Services and undertakes to maintain the confidentiality of your End User Data. Virtlaw will only access or use your End User Data (i) to provide, enhance, maintain, or support the Services, (iii) as mandated by Applicable Law, or (iv) as otherwise outlined in these Terms or the Privacy Policy.
Indemnification of Virtlaw You are liable to indemnify and hold Virtlaw, its affiliates, as well as its and its affiliates' respective shareholders, investors, attorneys, directors, managers, officers, employees, agents, successors, and assigns harmless from any damages, losses, costs, or expenses (including reasonable attorney's fees) incurred by Virtlaw due to any action, claim, or proceeding brought by a third party (excluding subcontractors and agents of Virtlaw) related to or arising out of your use of the Services or the Platform, your posting or transmission of your End User Data in connection with the Services, or your violation of these Terms.
Limited Warranty The use of the Services involves the transmission of data and may carry inherent risks such as errors, omissions, delays, and potential loss or damage to your End User Data (referred to as "Data Event"). You acknowledge that these risks are inherent in the Services and that it is your responsibility to adopt reasonable measures to mitigate the consequences of a Data Event. In the event of a Data Event, please promptly notify Virtlaw at customersupport@virtlawus.com. Virtlaw will make commercially reasonable efforts to promptly rectify any nonconformity or defect in the Services that led to a Data Event as soon as it is discovered. Virtlaw will not be held responsible for addressing or resolving any Data Event if (a) you do not promptly notify Virtlaw of such Data Event, (b) the Data Event was caused by software or equipment not provided by Virtlaw, or (c) the Data Event results from your breach of these Terms. You acknowledge and accept that the remedies outlined in the preceding paragraph constitute your exclusive remedy in the event of a Data Event, and Virtlaw will not bear any further liability related to such Data Event.
Warranty Disclaimers Except as explicitly provided in these Terms or in the Engagement Contract for legal services, or as required under the applicable rules for professional conduct governing the practice of law, the Services and the Virtlaw Property are provided "as is." To the maximum extent permitted by law, Virtlaw and its affiliates, licensors, suppliers, partners, parent, subsidiaries, and each of its and their respective officers, directors, managers, shareholders, members, employees, consultants, contractors, representatives, and agents (collectively referred to as the "Virtlaw Parties") disclaim all warranties, whether express, implied, statutory, or otherwise. This includes all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from the course of dealing, usage, or trade practice. The Virtlaw Parties do not provide any warranty of any kind that the Services, the Platform and the Virtlaw Property, or the results of using them, will meet your or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free. The Virtlaw Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of materials contained in or accessed through the Services, including any Virtlaw Property, or for any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising from the use of or in any way related to your participation in the Services. The Virtlaw Parties do not make any representations or warranties regarding suggestions or recommendations for services or products offered or purchased through or in connection with the Services. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above disclaimers may not apply to you but will apply to the maximum extent permitted by applicable law.
Limitation of Liability To the maximum extent permitted by law, under no circumstances will Virtlaw or the Virtlaw Parties be liable for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages. This includes increased costs, diminution in value, lost business, revenues, or profits, loss of goodwill or reputation, use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security, cost of replacement goods or services, or errors or interruptions in use, or for loss or inaccuracy or corruption of data. This limitation applies regardless of whether such party was advised of the possibility of such losses or damages, or whether such losses or damages were otherwise foreseeable. To the maximum extent permitted by law, in no event will Virtlaw’s or the Virtlaw Parties' aggregate liability arising out of or related to these Terms or the Services exceed $500. Notwithstanding the foregoing, these limitations shall not limit any liability of Virtlaw for fraud or willful misconduct. Some states do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you but will apply to the maximum extent permitted by applicable law.
Arbitration Agreement These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to its conflict of laws provisions. Virtlaw and you agree that any dispute, claim, or controversy arising out of or related to these Terms, their breach, termination, enforcement, interpretation, or validity, or your use of the Services shall be resolved solely by binding arbitration. This arbitration shall occur on an individual basis, and no class arbitrations or class actions are permitted. The arbitration shall be conducted before a single arbitrator in the County of Dallas, in the State of Texas, United States of America. You acknowledge and agree that Virtlaw’s officers, directors, managers, employees, and independent contractors (collectively referred to as “Personnel”) are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, all Personnel will have the right and will be deemed to have accepted the right to enforce these Terms against you as a third-party beneficiary. 13.1 Arbitration Process The arbitration proceeding shall be conducted in the English language and governed by the JAMS Streamlined Arbitration Rules and Procedures then in effect (referred to as the “JAMS Rules”). The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. You understand and agree that, except as expressly provided otherwise herein, the arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator’s award may be entered in any court of competent jurisdiction. By agreeing to these Terms, you and Virtlaw are waiving any constitutional and statutory rights to go to court, including the right to a trial by jury or in front of a judge or to participate in a class action. This arbitration provision shall survive the termination of these Terms. 13.2 Notice To initiate arbitration, the party seeking arbitration must first send a written Notice of Dispute (“Notice”) to the other party via U.S. certified mail, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission). A Notice to Virtlaw should be sent via U.S. mail or other nationally recognized overnight courier addressed to Notice of Dispute, Virtlaw, PLLC, Attn: Dispute Notice, with a copy of the Notice submitted via email to legalsupport@virtlawus.com (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) specify the relief sought (“Demand”). Upon receipt of a Notice, Virtlaw and you will attempt in good faith to resolve the dispute described in the Notice. If no agreement to resolve the dispute is reached within 45 days after the Notice is received, either party may commence an arbitration proceeding. 13.3 Arbitration Costs The JAMS Rules shall govern the payment of all arbitration fees. The prevailing party in any arbitration action or proceeding shall be entitled to receive from the non-prevailing party all costs, damages, and expenses, including reasonable attorneys’ fees, incurred in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party shall be determined by the arbitrator(s) based on the major disputed issues. Notwithstanding the foregoing, if the value of your claim is less than ten thousand ($10,000.00) US dollars, and the arbitrator, upon final disposition of the case, finds that your claim and/or the relief sought was not frivolous or initiated for an improper purpose, Virtlaw may pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration. 13.4 Class Action Waiver Both you and Virtlaw agree that each may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All claims and disputes must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or authorized user may not be arbitrated or litigated jointly or consolidated with those of any other customer or user. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, then all preceding language in this Section 13 will be null and void. This arbitration agreement shall survive the termination of your relationship with Virtlaw. These arbitration provisions are intended to be liberally construed to achieve their purposes of ensuring the prompt, efficient, and cost-effective resolution of disputes and claims while preserving the parties’ rights to pursue other available remedies.
Communications with Virtlaw. As part of the Services and if you provide your contact information you agree to receive communications directly by email or through the Services regarding such Services from Virtlaw. If you contact us via the Services or by direct email, you are communicating with us electronically. If you contact us electronically, you agree to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site or through the Platform Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. By signing up for the Services or a User Account, you confirm that you want Virtlaw to send you information by email or other electronic means regarding your account or transactions with us or that we think may be of interest to you, and you agree to receive communications from Virtlaw, and you represent and warrant that each person you register for the Services or for whom you provide email addresses has consented to receive communications from Virtlaw. You agree to indemnify and hold Virtlaw harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Intellectual Property. In accordance with the Digital Millennium Copyright Act (“DMCA), Virtlaw has adopted a policy that provides for the removal of any End User Content that infringes on the rights of Virtlaw or of a third party or that violate intellectual property rights generally. Virtlaw reserves the right to (i) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (ii) remove and discontinue service to repeat offenders.
Miscellaneous. Except as may be specified in an applicable Engagement Contract or other applicable terms available in our Site, these Terms constitute the entire agreement between you and Virtlaw with respect to the Services, and supersedes any and all other agreements, whether written or oral, or communications with Virtlaw regarding the Services and the Platform. In the event of any inconsistency or conflict between these Terms and any Engagement Contract, the terms of the Engagemetn Contract will prevail with respect to the legal services, and these Terms will prevail with respect to your use of the Platform. You may not assign, novate or otherwise transfer any rights or obligations under these Terms without Virtlaw’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void ab-initio. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice. Except as expressly set forth herein, you and Virtlaw agree there are no third-party beneficiaries intended under these Terms. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable and such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any of Virtlaw’s rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver by Virtlaw thereof, and no single or partial exercise of any right, remedy, power, or privilege under these Terms will preclude any other or further exercise thereof by Virtlaw or the exercise of any other right, remedy, power, or privilege by Virtlaw. Except as explicitly set forth herein, no other act, document, usage, custom or course of dealing shall be deemed to amend or modify these Terms. BY ACCEPTING THESE TERMS AND CONTINUING TO ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. Effective Date: October 4, 2023