Terms and Conditions

Jurup LLC Terms of Use

1. Definitions. The following terms are used throughout these Terms of Use and have specific meanings. You should know what each of the terms means.

a. The term “Service” refers to the services provided by Jurup, including without limitation access to Jurup’s online community; communication tools; document management and storage solutions; and payment and escrow services. Jurup does not provide an attorney referral service or serve as an employment agency. We provide a venue for our Client Users to meet and exchange information with our Attorney Users.

b. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.

c. The “Website” refers to Jurup’s website located at https://www.jurup.com, all subpages and subdomains, and all content, services, and products available at or through the Website.

d. “Jurup,” “We,” and “Us” refer to Jurup LLC, as well as our affiliates, directors, subsidiaries, officers, and employees. Attorney Users are not affiliates, agents, contractors, or employees of Jurup, nor are they any other part of Jurup.

e. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Client User, an Attorney User, both, or neither.

f. “Attorney Users” refer to registered attorney users in the legal field who may communicate with and provide work to Clients Users or fellow Attorney Users via the Service. Attorney Users are not the employees or agents of Jurup. Please see Section 6 of this Agreement for more information about Attorney Users.

g. “Client Users” refer to 1) Users who submit requests for proposals from Attorney Users for providing legal services for a fee (“Matters”). Attorney Users may submit proposals (“Proposals”) for such Matters and may also establish terms of the relationship with the Client User via a signed engagement letter or other written agreement. Please see Section 6(b) for more information about Matters, Proposals, and Client Users.

h. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any Jurup User (Client User or Attorney User).

2. About the Jurup Service.
The Jurup Service is a platform for collaboration and communication between legal professionals and those seeking legal assistance. The Jurup Service provides access to Jurup’s virtual community of professional Attorney Users; easy collaboration through Jurup’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.

a. Jurup Is Not A Law Firm. Jurup does not offer legal representation. Jurup does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. Attorney Users are not the employees or agents of Jurup. Jurup is not involved in agreements between Users or in the representation of Users. At no point may Jurup be held liable for the actions or omissions of any Attorney User performing consulting services for you.

b. Jurup Is Not An Attorney Referral Service or Employment Agency. Jurup is not an attorney referral service or employment agency. Jurup does not select or endorse any individual Attorney User to service a Client User. While Jurup uses commercially reasonable efforts to confirm that registered Attorney Users are licensed attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Attorney User. Jurup does not warrant or guarantee that Attorney Users are covered by professional liability insurance. Jurup encourages Client Users to independently research any Attorney User before accepting professional advice.

c. Jurup does not vouch for any of its Users. Jurup simply provides a platform on which those seeking legal assistance may communicate and perform escrowed transactions with legal professionals. Jurup does not endorse any of its Attorney Users and does not sanction statements that Attorney Users make on the platform. Jurup makes no representation concerning the qualifications of non-attorney legal service providers.

d. Jurup Does Not Guarantee Results. From time to time, Client Users may submit reviews of Attorney Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. Jurup will have no responsibility or liability of any kind for any User-Generated Content or legal advice you encounter on or through the Website, and any use or reliance on User-Generated Content or legal advice is solely at your own risk.

e. Use of Jurup Does Not Create An Attorney-Client Relationship With Jurup. Jurup does not offer legal advice or services. Any use of the Jurup Service is not intended to, and does not, create an attorney-client relationship with Jurup. Any communication via Jurup may not be held confidential. Jurup is not liable for the actions or omissions of any Attorney User performing consulting services for you.

3. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

a. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from Jurup. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Jurup immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.’

b. Relationship with Attorney Users. Because we cannot guarantee the fitness of any of our Attorney Users for your specific needs, we encourage Client Users to research any Attorney User before accepting professional advice. Client Users may also request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the representation.

c. No Reliance on User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional legal advice or a solicitation to offer legal advice regarding specific facts. You should not delay or forego seeking legal advice or disregard professional legal advice based on User-Generated Content. Delay in seeking such legal advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. User-Generated Content is not regulated by any state or national bar association.

d. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, regulations, and requirements, and with all other Jurup policies.

4. Use and Conduct Restrictions. You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.

a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that

i. is unlawful or promotes unlawful activity;

ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group;

iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;

vii. impersonates any person or entity, including any of our employees or representatives; or

viii. violates the privacy of any third party.

b. Users Must Be Over Age 18. You represent that you are over the age of 18. Jurup does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.

c. No Liability for User Interactions; Jurup May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Matter postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your legal interactions.

d. Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

5. User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

a. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.

b. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

c. Jurup May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any Jurup policy or is in any way harmful, inappropriate, or objectionable. Jurup further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

d. Ownership of User-Generated Content. Except for Content that originates from Jurup, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.

e. License Grant. Solely to allow Jurup to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant Jurup and our successors a worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with Jurup’s business purpose. This license does not grant Jurup the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.

6. Attorney Users. Attorney Users are independent legal professionals who offer to perform consulting services for prospective Client Users. They are not employees of Jurup.

a. No Attorney-Client Relationship through Website Use. Use of the Jurup Website may not form an attorney-client relationship with Attorney Users. Information posted or made available on or through the Website, including, without limitation, any responses to legal questions posted on the Website; information in Jurup’s Guides and Documents; information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as legal advice, is not confidential, and does not create an attorney-client relationship. It is considered User-Generated Content.

b. Attorney-Client Relationship through Service Use. An attorney-client relationship may be formed through the use of the Service between Client Users and Attorney Users only. Client Users may post Matters through the Service. Attorney Users may submit Proposals and negotiate details of these Matters prior to acceptance. Upon acceptance, the scope of an Attorney User’s representation is strictly limited to the matter agreed upon in the Proposal unless Client User and Attorney User subsequently formalize their arrangement via a signed engagement letter or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. A Proposal is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue, and you should not rely upon information contained in a Proposal as legal advice. Jurup takes every reasonable effort to ensure the privacy of Proposals and other personal messages on our Service, but it cannot guarantee confidentiality. Communications requiring confidentiality should take place outside the Jurup Service, such as via telephone.

c. User Responsibilities. Attorney Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.

d. Payment of Attorney Users. Certain specific terms govern Attorney Users and payment.

i. Jurup Is Not A Party To Contracts. Client Users may contract with Attorney Users through posting and acceptance of Matters. Such contracts are solely between the Client User and the Attorney User. Jurup will not be a party to any contracts for Matters submitted through our Service, unless posted by a Jurup officer. Jurup facilitates these contracts by supplying a platform for communication management and payment tools and providing the escrow service.

ii. All Legal Fees Are Paid To Attorney Users. Jurup does not provide legal services and does not charge for legal services. Payments made to Attorney Users via Jurup’s billing platform are transferred directly to the Attorney User’s payment account, less any associated service and processing fees (e.g. escrow fees).

e. Promotional Codes and Credits. Jurup may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to an Attorney User’s services, subject to the following terms and any additional terms that Jurup establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Attorney Users and payment.

i. Use of Promo Codes Does Not Imply an Attorney-Client Relationship. From time to time, Client Users may have access to discounts supplied by Jurup which, in part, use Jurup’s funds to pay for a portion of the legal fees paid by Client Users to Attorney Users. The use of such coupons does not imply any attorney-client relationship between Jurup and the Attorney Users where a coupon is used for any paid billings from a Client User.

ii. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
iii. Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Jurup. Promo Codes have no cash value and may expire or be disabled by Jurup at any time, for any reason, prior to your use. Jurup reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Jurup determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.

7. Intellectual Property Notice. Jurup retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

a. No Transfer. Jurup retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Jurup or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

b. Specifically, Jurup, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of Jurup, LLC. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Jurup, except as an integral part of any authorized copy of the Content.

8. Email Communications. We use email and electronic means to stay in touch with our users.

a. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Jurup in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Jurup provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.

b. Legal Notice To Jurup Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to Jurup or any of our officers, employees, agents or representatives in any situation where notice to Jurup is required by contract or any law or regulation.

9. Termination. You may cancel this Agreement and close your account at any time. Termination of the Jurup Service does not terminate attorney-client relationships or obligations.

a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Jurup. If you wish to delete your User account data, please contact Jurup at info@jurup.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.

b. Jurup May Terminate This Agreement. Jurup may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.

c. Relationships Between Attorney And Client Survive Termination. Termination of your relationship with Jurup does not affect your relationship with any consultant or client you have retained through the Jurup Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Jurup relationship.

d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. Payment and Transactions.

a. Obligations of Attorney Users – Each Attorney User must designate a Stripe payment processing account which payment for the Transaction will be made. Each Attorney User authorizes Jurup and its authorized agents to initiate credit entries to such Attorney User’s Account for payment of the balance due, and to debit Attorney User’s Account to discharge the Attorney User’s obligations. Each Attorney User in a Transaction shall deliver the deliverables or services set forth in Matter proposal directly to the Client User, at the address specified by such Client User as shown on the Site and on the terms and conditions set forth in the Matter proposal and Escrow Instructions. If applicable, the Attorney User shall use a delivery service that provides a confirmation of delivery and Attorney User shall provide Jurup with a tracking or reference number for the shipment of the deliverables. In the event Jurup does not receive notice of delivery of the Matter deliverables from Attorney User within ten (10) calendar days of the Matter due date, Attorney User authorizes Jurup to return the escrowed funds to Client User. In the event that a Client User disputes the completeness of the Matter deliverables, the Attorney User shall have five (5) days to respond. In the event that Attorney User accepts the Client User’s determination or fails to act within the inspection period, Jurup shall remit the escrowed funds (excluding Jurup fees) to the Client User. If Attorney User notifies Jurup of its dispute with the Client User’s determination within the five (5) say period, then Jurup will retain the escrow funds pending resolution of the dispute or take other action as authorized. Notwithstanding anything to the contrary above, if all Users to a Transaction agree on the Matter proposal that there is no shipping required, then no party hereto will have any obligation under this Agreement with respect to shipping.

b. Obligations of Client Users – On the Site, the Client User must designate a payment mechanism and an Account from which the Attorney User’s fee and related fees will be obtained for the deposit into escrow. Depending on the amount of the Transaction and the currency selected for the Transaction, Buyer may remit the necessary funds via various methods, which may include corporate credit card, charge card, debit card or purchasing card, check (cheque), cashier’s check, money order, or wire transfer. Regardless of the payment method, Client User authorizes Jurup and its authorized agents to initiate credit or debit transactions, as applicable, to obtain the purchase price and fees due for a Transaction and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Client User’s obligations under this Agreement. Jurup will deposit funds received from Client User into an escrow account maintained by Jurup (the “Escrow Account”). Unless otherwise requested as specified in the following sentence, escrowed deposits do not earn interest for Attorney User or Client User. Client User shall notify Jurup of the receipt or non-receipt of the items on the date the deliverables are received and the Matter is complete. Upon receipt of notice from Client User that the deliverables and/or services have been received and accepted, Jurup shall transfer the payment amount (less any amount payable to Jurup for Jurup fees) to Attorney User’s Account. Transfer to an Attorney User generally will be initiated within the next business day from the day on which notice of acceptance of the deliverables and/or services is received from the Client User. If Client User has not notified Jurup of the non-receipt or rejection of the deliverables and/or services within five (5) days of the due date set forth in the Matter proposal, then Client User authorizes Jurup to remit the escrowed funds (excluding Jurup fees) to the Attorney User. Client User shall follow the procedures set forth on the Site in the event the deliverables and/or services are rejected.

11. Client User-Attorney User Dispute Resolution Procedures. In the event that a Client User has a good faith belief that the nature or quality of the legal services rendered by an Attorney User in connection with the relevant Job are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (less any Jurup fees) (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):

a. Within ten (10) calendar days of the date of the Matter due date (such period, the “Client User Dispute Notice Period”), the Client User shall provide written notice to Jurup setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The Client User’s failure to submit a Services-Related Dispute Notice within the Client User Dispute Notice Period shall constitute such Client User’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Client User’s on-file credit card, PayPal account, or other approved methods of payment in accordance with these Terms of Use.

b. In the event that the Client User does submit a Services-Related Dispute Notice within the Client User Dispute Notice Period, and such request contains the information set forth in section 11(a) above, Jurup will attempt in good faith to work with the Client User and Verified Attorney User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Client User, Verified Attorney User and, if relevant, Jurup will take the agreed upon steps to execute the agreed-upon resolution.

c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, Jurup shall make a determination in its sole and absolute discretion (the “Jurup Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Client User and Verified Attorney User, as to whether the nature and quality of the legal services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should Jurup decide the Services-Related Disputed Matter in favor of the Verified Attorney User, the Client User shall be obligated to make payment of the Withheld Payment Amounts to such Attorney User within the seven (7) calendar day period after the date on which such Client User is notified in writing of the Jurup Services-Related Disputed Matter Decision (the “Jurup Services-Related Disputed Matter Decision Notice”). In the event that the Client User fails to make timely payment, Jurup will remit the Withheld Payment Amounts to the Verified Attorney User who will assign his or her rights to reimbursement for such amounts to Jurup which may, in its sole discretion, process payment pursuant to these Terms and/or elect to pursue its rights and remedies against the Client User.

d. Should Jurup decide the Services-Related Disputed Matter in favor of the Client User, the Client User shall no longer be obligated to make payment of the Withheld Payment Amounts to the Attorney User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to Jurup. In such event, the Attorney User shall (i) be deemed to have waived his or her rights to seek such amounts from the Client User, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against Jurup which are equivalent to those proceedings set forth in Section 17(d) hereof (Arbitration) by providing Jurup with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Verified Attorney User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts. In the event that the Attorney User and Client User have both timely availed themselves of the rights set forth in Section 10 and Section 11, the procedures set forth in Section 11 shall take precedent over the proceedings set forth in Section 10. The procedures set forth in this Section 11 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.

12. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

a. Jurup provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, Jurup expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

b. Specifically, Jurup makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

13. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

a. To the extent permitted by applicable law, in no event will Jurup be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with Jurup or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Jurup has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Jurup will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

14. Third Party Beneficiaries. Attorney Users are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Service is for informational purposes only. Jurup and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will Jurup or an Attorney User be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Jurup or contributors of User-Generated Content are advised of the possibility of such damages. Neither Jurup nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.

15. Release and Indemnification.

a. You agree to indemnify and hold harmless Jurup from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.

b. If you have a dispute with one or more Users, you release Jurup from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

16. Modification of Terms of Use. Jurup may amend this Agreement from time to time, and in Jurup’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

17. Miscellaneous. This Agreement is controlled by New York law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.

a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Jurup and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. You and Jurup agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of New York, New York, except as provided below in this Agreement.

b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Jurup to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with Jurup must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

d. Arbitration. Should a dispute arise between you and Jurup, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement , either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

e. Non-Assignability. Jurup may assign or delegate these Terms of Use and/or the Jurup Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Jurup’s prior written consent, and any unauthorized assignment and delegation by you is void.

f. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

g. Complete Agreement. These Terms of Use, together with the Privacy Policy at https://www.jurup.com/privacy-policy, represent the complete and exclusive statement of the agreement between you and Jurup. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Jurup relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Jurup executive, or by the posting by Jurup of a revised version.

h. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

You acknowledge that you have read these Terms of Use, understand the Terms of Use, and will be bound by these terms and conditions.