Last updated: 03/07/2021
1. Applicability. 2. These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by aiLegal Law (“Service Provider“) to Clients scheduling a pro bono consultation services (“Customer“) with Service Provider. 3. Services. Service Provider shall provide the pro bono consultation without charge services ("Service") to Customer should Customer makes herself or himself available for the Service per the terms of the confirmed consultation with the Service Provider. The purpose of the Service is to serve the public for good causes. The confirmed consultation information shall be sent to Customer by email or text message by Service Provider should Customer inputs his or her email or mobile number when booking consultation. 4. Performance Dates and Time. Service Provider shall use reasonable efforts to meet any performance dates and times specified in the confirmed Consultation, and any such dates and times shall be estimates only. Customer’s Obligations. Customer shall:
cooperate with Service Provider in all matters relating to the Services;
respond at least 24 hours in advance to any Service Provider if he or she is not able to attend the scheduled consultation or if he or she wants to reschedule; Customer shall be billed for $100 for each confirmed consultation of no show or untimely cancellation;
provide such customer materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and
not, or encourage or induce others, to disparage (as defined below) the Service Provider or any of its past and present officers, attorneys, employees, products or services. “Disparage” includes, without limitation, making comments or statements to the press, the Service Provider’s employees or any individual or entity with whom the Service Provider has a business relationship (including, without limitation, any vendor, supplier, customer or distributor of the Service Provider) that could adversely affect in any manner: (1) the conduct of the business of the Service Provider (including, without limitation, any products or business plans or prospects); or (2) the business reputation of the Service Provider, or any of its products or services, or the business or personal reputation of the Service Provider’s past or present officers, directors, employees or stockholders; but shall not include comments or statements made in the good faith performance of your duties hereunder, in connection with your enforcement of your rights under this Agreement, or in compliance with applicable law. This paragraph is made and entered into solely for the benefit of the Service Provider and its successors and permitted assigns, and no other person or entity shall have any cause of action hereunder. Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services[, including any items identified as such in the Order Confirmation] (collectively, the “Deliverables“) shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. 6. Confidential Information.
All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information“), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:
in the public domain;
known to Customer at the time of disclosure; or
rightfully obtained by Customer on a non-confidential basis from a third party.
Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
Service Provider shall be entitled to injunctive relief for any violation of this Section.
7. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 8. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Relationship of the Parties. The attorney-client relationship is not established due to the brief free consultation without an executed attorney-client engagement letter. 9. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of 10. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Georgia in each case located in the City of Atlanta and County of Fulton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 12. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.