Terms and Conditions for Attorney-Members

AskTheLawyers.com™ Terms and Conditions for Attorney-Members

"Services" is our listing you in the categories and geographic locations contained in your "Order."

"Order" is the geographic locations and practice areas requested.

MEMBER FEES AND PAYMENT

I.1. Subject to the terms and conditions of the Agreement, including those in these Terms of Use, those terms in or referenced in the Order and those terms incorporated by reference, if any, ATL shall provide you with the Services specified on your Order with reasonable skill and care and you shall pay to ATL the applicable fees for the Services in accordance with the invoice terms.

I.2. All payments are due within 10 days from receipt of the invoice. Amounts which have not been paid within 30 days after the invoice date will thereafter, until paid, be subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Member shall owe and ATL has the right to invoice for the then-current non-sufficient funds fee for all returned checks. ATL reserves the right to change payment terms by providing written notice to you for the period following notice. Fees should be paid in U.S. dollars. Fees do not include any telecommunication provider's charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by ATL, including without limitation, collection agency fees, reasonable attorneys' fees and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted by ATL will not be enforceable.

I.3. The fees for the Service may include monthly listing fees as listed on your Order, and other commitments (collectively, "Fees"). While some Fees may be expressed in terms of monthly listing fees, Member is obligated for the sum of any monthly listing fees or other types of periodic payments throughout the Term. Any changes or additions to Member's selections will impact the Fees.

I.4. Member billing shall commence upon the commencement of the Term set forth in your Order for each Service, unless otherwise designated. Members who renew following an Initial Term (defined below in section II.2) commitment may be subject to an increase of Fees, as set by ATL.

1.5. If Member requests ATL to use Sponsored Advertisements to boost a video on YouTube, Facebook or other social media platform, or any requested Google AdWords or other Sponsored Advertisement campaign, Member agrees that ATL will charge 15% of budget as fee. Any budget amount will be submitted in writing and approved by Member before ATL places the Sponsored Advertisement. Once a budget has been approved for a campaign, there can be no refund of budget or fees.

TERMS & TERMINATION OF AGREEMENT

II.1 The term of your Agreement begins either (a) on the date Member's billing account is set up if Member is a new ATL Member or (b) upon entry of the first order under the Agreement by ATL if Member is an existing Member, and continues until the expiration of the latest expiring of all the terms for the Services ordered in the Agreement and its riders, extensions, and amendments or until termination of the Agreement in accordance with its terms (the "Term").

II.2. Each of the Services ordered shall be provided for the Term of 12 months (the "Initial Term") (or 3 months or 6 months, as noted in the Credit Card Authorization and Deliverables). After expiration of the Initial Term, the Term for the Services in the applicable Order will be extended and renew for the next year unless 60 days' notice of cancellation (30 days' notice of cancellation for 3 or 6 month agreements) is given by either party. Notwithstanding the foregoing, Services that consist solely of one-time development expenses are excluded from the Renewal Term.

II.3. The Term continues until the expiration of the latest expiring of all Orders and riders under the Agreement or until termination of the Agreement in accordance with its terms. Either party may terminate the Agreement:

Effective on the first day of any Renewal Term by providing 60 days' prior written notice to the other party. If you fail to terminate the Agreement as set forth in this section II.3.a., then you will be invoiced for such Renewal Term and the applicable Services will automatically renew.

Effective immediately for a material breach by the other party that remains uncured for more than 60 days after the allegedly breaching party receives written notice from the non-breaching party identifying the specific breach.

II.4. Except as set forth in Section II.3 above, the Agreement may not be terminated by Member during the Initial Term, except (a) by following the "Early Cancellation Provisions" set forth in Section 3.5 below; (b) 30 days after ATL receives written notice of termination as a result of complete dissolution of Member's practice, or in the case of a solo practitioner, if there is a death or retirement; or (c) in the event of any increase in a Monthly Subscription Fee, excluding (i) any increases set forth in the Agreement, or (ii) increases related to adjusting any estimates; provided that such notice of termination is given by Member in writing 30 days prior to termination and is provided within 60 days after the price increase becomes effective. Upon termination, your right to use the Software and Services shall immediately cease and ATL may delete from its servers your Services. In addition, if you are in default under the Agreement, ATL reserves the right to withhold all ATL services from you, including those specified above or provided under separate ATL agreements.

II.5. Member acknowledges that its commitment to each Initial Term was an important factor in ATL's decision to agree to the pricing in the Agreement. However, Member may terminate the Agreement for Member's convenience before the end of the applicable Term if Member (i) notifies ATL at least 60 days before the effective date of termination and (ii) pays ATL all amounts invoiced and unpaid as of the date of termination, plus an "Early Cancellation Fee" equal to 60% of the total remaining amounts due under the Agreement for the remainder of the applicable Term. If ATL terminates the Agreement for Member's breach, Member shall pay the Early Cancellation Fee in addition to, and not instead of, any other remedies provided elsewhere in the Agreement, or by law for breach, including without limitation ATL's right to seek injunctive relief and to sue for damages. Hereinafter, the terms and conditions of this paragraph shall be referenced as the "Early Cancellation Provisions."

III. MEMBER OBLIGATIONS

III.1. In order for ATL to provide you the Services you have ordered throughout the Term, you shall promptly provide ATL true, accurate, current and complete information, and provide reasonable and timely feedback to ATL and its third party providers on all requests for your review, approval and any other information. Failure to promptly provide such information may be considered a material breach of the Agreement and may result in denial, suspension or termination of the Services. You hereby acknowledge that information provided to ATL under the Agreement may be shared with ATL affiliates and other entities that have alliances with ATL.

III.2. You represent that you are an attorney or a law firm whose attorneys are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, and the practice of law, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, your attorneys or other representatives, the Member Website, and your use of the Services.

III. 3. If you have a member listing, (a) you agree not to provide specific legal advice in any of your content and to draft content which is competent, appropriate, educational, and in accordance with your state bar attorney ethics requirements; (b) you represent and warrant that you are an attorney in good standing with a license to practice law in at least one of the 50 United States of America or the District of Columbia; (c) you agree to promptly notify us of any grievance, claim, reprimand, or censure brought against you, as well as resignation or other loss of license; and (d) you acknowledge that the Rules of Professional Conduct of the jurisdictions where you are licensed ("Rules") apply to all aspects of your participation and that you will abide by these Rules. These Rules include, but are not limited to, the rules relating to advertising, solicitation of clients, rules regarding the establishment of attorney-client relationships, failure to maintain client confidences, unauthorized practice of law, and misrepresentations of fact. We disclaim all responsibility for your compliance with these Rules. We highly recommend that you include a disclaimer regarding the aforementioned advertising and ethics issues. We will have no liability to you arising out of or related to your compliance or noncompliance with such laws and rules, or related to our inclusion or failure to include a disclaimer.

III.4. If you include your email address or other contact information in any profile, posting or other content resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that ATL and affiliates shall have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party.

III.5. Attorney-members may be given the opportunities to have remote interviews for social media or other broadcast outlets, as well as news videos and press releases provided as part of their membership. It is the responsibility of the attorney-member to provide dates for these interviews as well as topics for press releases and news videos. If an attorney-member does not participate in the monthly interview opportunity, or if the attorney member does not provide topics for news videos and press releases, those opportunities are lost and no refund of fees will be provided. Interview opportunities, news videos and press releases do not accumulate throughout the year if the attorney-member chooses to not participate or respond to communications.

USER ACCOUNT, PASSWORD, AND SECURITY

You acknowledge receipt of one or more passwords and account designations for your Services. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of and authorized access to the password and account designation, and you agree to take commercially reasonable measures to safeguard the confidentiality of and authorized access to any and all passwords and account designations. You will promptly notify ATL of any unauthorized use of your password or account or any other breach of security involving the Services.

ACCESS TO THE SERVICES

You hereby agree to access and use the Services strictly in the manner provided and intended by ATL, including but not limited to: i) refraining from circumventing any and all security measures pertaining to the Services, whether technological or otherwise; ii) using passwords and accounts only on behalf of yourself, and not on behalf of any other users of the Services or third parties; iii) refraining from decompiling, disassembling, reverse engineering, or otherwise attempting to derive any source code associated with the Services; iv) refraining from copying, displaying, or distributing the Services or any content pertaining thereto, whether directly or indirectly, including but not limited to means such as robots, crawlers, framing, RSS feeds, and the like; v) refraining from providing access to, use of, or operation or interoperation of the Services with third parties unless expressly authorized by ATL; vi) refraining from collecting personally identifying information of other users of the Services or third parties without their expressly manifested consent; vii) refraining from access to or use of the Services tending to impair or disrupt the functionality or usefulness of the Services, including but not limited to creating or providing automated, recurring, excessive, or voluminous content; viii) refraining from altering or removing any patent, trademark, copyright, or other proprietary notices pertaining to the Services; ix) generally taking no actions that, in the sole discretion of ATL, are harmful to, inconsistent with, or disruptive of the Services.

USER CONTENT

You acknowledge and agree that ATL does not control, is not responsible for, and makes no representations or warranties with respect to any content created or provided by any user of the Services or by any third party. You hereby assume any and all risks arising from your access to and use of the Services relative to content produced or provided by other users of the Services or by third parties.

You acknowledge and agree that you are solely responsible for any and all content created or provided by you or through your access to and use of the Services.

You acknowledge that ATL prohibits the following content and you agree not to provide or create such content in connection with your access to and use of the Services: i) content that is unlawful or for which a substantial purpose is to enable or facilitate unlawful conduct or activities; ii) content that violates the rights of a third party, including but not limited to infringing the copyright, patent, trademark, trade secret or other proprietary rights or rights of privacy or publicity of a third party or which is defamatory to a third party; iii) content that discloses the personal, confidential, or proprietary information of a third party; iv) content that, in the sole discretion of ATL, is offensive, including but not limited to being obscene, indecent, pornographic, threatening, harassing, abusive, hateful, vulgar, bigoted, derogatory, or the like; v) content that, in the sole discretion of ATL, is false, fraudulent, deceptive, misleading, unreliable, or the like; vi) content that is, in whole or in part, malicious, including but not limited to any malware, spyware, or other malicious code; (vii) except as otherwise expressly authorized by ATL, content that contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (viii) except as otherwise expressly authorized by ATL, content that is inconsistent with or otherwise does not generally pertain to the nature of the Services.

Any and all video shot by ATL of an attorney-member is the exclusive property of ATL for use on this site at the discretion of ATL. At the request of an attorney-member, ATL will share the video files for the attorney-member to use in their own marketing. Attorney-members can request to remove any video which they are featured in, which may take up to 90 days to remove.

REGULATION

ATL reserves the right to: i) review, remove, edit, moderate, and otherwise regulate any content produced or provided in connection with the Services by any Member or any third party; ii) to change, restrict, or block access to or use of the Services by any Member or any third party; iii) to enforce any provision of these Terms and Conditions of Use or any other documents provided to you by ATL governing your use of the Services; iv) each and all of the foregoing at any time for any reason in the sole discretion of ATL with or without notice. Such rights reserved by ATL shall not create an obligation for ATL to act, and the failure of ATL to act shall not create a waiver of any such rights. You understand and acknowledge that any such action or inaction under such rights will be taken by ATL in good faith, and you agree that ATL will not be liable to you or to any users of the Services or to any third party for any action or inaction taken by ATL under such rights.

ATTORNEY OBLIGATIONS

You acknowledge that ATL requires all access to the Services and content created or provided either directly or indirectly by attorney Members to be in compliance with all applicable laws, regulations, rules of professional conduct, ethical standards and the like governing the conduct of attorneys, and you agree that any and all access to the Services made by you and all applicable content created or provided by you will be in such compliance.

V. INDEMNIFICATION

You will indemnify, defend, and hold harmless ATL, its successors, assigns, parents, subsidiaries, alliance entities, affiliates, Members and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorney fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) ATL's use of your Information as permitted by the Agreement, (ii) any breach of your representations or warranties set forth herein, (iii) any violation by you of applicable laws, regulations or ethical requirements, (iv) your breach of any of the terms of the Agreement, or (v) any communications you provide through any Service, including, without limitation, any claims or allegations of intellectual property infringement, libel, and legal malpractice. If a third party threatens or files a claim covered by this Indemnification Section against ATL, ATL shall promptly give notice to Member. If a third party threatens or files a claim covered by this Indemnification Section against Member, Member shall promptly give notice to ATL.

VI. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ATL EXPRESSLY DISCLAIMS TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON-INFRINGEMENT. ATL, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, MEMBERS AND AFFILIATES MAKE:

(A) NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE,

(B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE SERVICES OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES,

(C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE SERVICES, OR THE RESULTS WILL BE CORRECTED, AND

(D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM ATL WEBSITES, OTHER WEBSITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEBSITES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ATL OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

VII. LIMITATION OF LIABILITY

THE LIABILITY OF ATL IS LIMITED TO THE FEE PAID BY YOU FOR THE SERVICES DURING THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. ATL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF ATL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ATL IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM ATL'S DELETION OF ANY OF THE SERVICES, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. UNDER NO CIRCUMSTANCES WILL ATL BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR MEMBER'S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. ATL IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE SERVICES UNDER YOUR PASSWORD OR ACCOUNT. IN ADDITION TO THE FOREGOING, ATL SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM SUBSCRIBER'S NON-COMPLIANCE WITH ALL LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE TO THE PRACTICE OF LAW OR FROM SUBSCRIBER'S VIOLATION OF SUCH RULES.

VIII. CONFLICT

If there is a conflict between any written terms of your Agreement with ATL and these Terms of Use, the terms and conditions of the written Agreement govern as to the subject of the Agreement.

CONFIDENTIALITY

The Agreement, including but not limited to, its terms, conditions and pricing information is "Confidential Information" of ATL. Member will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Member will further limit disclosure within its organization to those persons who have a "need-to-know." Member understands disclosure of Confidential Information may cause competitive harm to ATL. If Member breaches this confidentiality provision, ATL may, at its option, and in addition to any other remedy it may have under the Agreement, at law or in equity, immediately terminate the Services provided under the Agreement without refund and immediately collect from Member the Early Cancellation Fee.

INTELLECTUAL PROPERTY

The Services and all associated rights, including but not limited to any and all patent, trademark, copyright, trade secret, or other proprietary or intellectual property rights embodied by, appurtenant to, or otherwise related to the Services, whether registered, capable of being registered, subsisting, capable of being perfected, or otherwise available to ATL ("ATL Intellectual Property"), are owned by ATL. You agree that ownership of the Services and all such associated rights shall remain with ATL at all times. All rights not expressly granted under these Terms and Conditions of Use are reserved by ATL. ATL hereby grants to you a limited, personal, revocable, nonexclusive, non-transferable, non-sublicensable license to access and use the Services, including but not limited to the ATL Intellectual Property as a part of such access and use, solely in compliance with these Terms and Conditions of Use and any other documents provided to you by ATL governing your use of the Services.

You hereby grant to ATL all permissions and licenses pertaining to any of your content, information, or other data used in connection with your access and use of the Services, including but not limited to any patent, trademark, copyright, trade secret, or other proprietary rights ("Member Intellectual Property"), as necessary for ATL to provide, develop, and improve the Services. You represent and warrant that you have the right to grant such permissions and licenses to ATL.

You hereby grant to ATL an unlimited, irrevocable, nonexclusive, transferable, sublicensable license to use in perpetuity and for any purpose all information, photographs, images, video, film, audio recordings, text, blogs, articles, writings and information of any kind or nature of, by or about you, your employees, shareholders, partners, law firm and/or affiliates (your "Information") through any means, including but not limited to any websites, directory websites, marketing websites, social media (Facebook, Instagram, Snap, Pinterest, and the like, etc.), promotional materials, news media, public relations material, news releases, email, text messages or other media of any kind or nature.

Any developments or improvements to the Services resulting from your access or use of the Services that may be capable of patent, trademark, copyright, trade secret, or other intellectual property protection, including but not limited to any information, suggestions, enhancement requests, recommendations, or other feedback provided by you, shall be owned solely and exclusively by ATL and hereby are assigned to ATL. You agree that you will not directly or indirectly contest, impair, or diminish ATL's rights to such developments or improvements and will take all actions reasonably requested by ATL and at ATL's sole cost and expense to secure such rights.

If the attorney-member wishes to use a tracking number instead of a direct office number (which is the default), ATL can set up a tracking telephone number on each attorney-member's listing to better serve our clients and consumers. ATL has the ability to record and listen to calls that come through this tracking telephone number. At the termination of the agreement and any relationship, ATL is no longer responsible for maintaining the tracking telephone number.

X. GENERAL

X.1 Dispute Resolution; Arbitration. Before initiating any arbitration proceeding, the parties will first discuss the matter informally for at least 30 days. If the parties are unable to mutually agree upon a resolution during the 30-day period, then any claim regarding this Agreement and/or the Services will be resolved through binding arbitration administered by JAMS and governed by the then current JAMS Streamlined Arbitration Rules and Procedures. It is important that the parties address any issues promptly. Regardless of any statute or law to the contrary, an arbitration proceeding for any claim or cause of action must be brought within one (1) year after such claim or cause of action arose or such claim is waived. As an exception to this arbitration agreement, the parties have the right to pursue in small claims court any claim that is within that court's jurisdiction as long as such party proceeds only on an individual basis.

The parties agree to arbitrate only in their individual capacity, not as a representative or member of a class. No claims may be joined with any other claims and there will be no authority for any dispute to be arbitrated on a class-action basis or brought by a purported class representative.

Arbitration will be exclusively held in Larimer County, Colorado and each party will be responsible for its own costs, including paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. In order to select an arbitrator, each party will provide a list of two available arbitrators that have experience with the subject matter of the dispute. Each party may strike one of the names on the other party's list. The parties will select an arbitrator out of the remaining two arbitrator names. If the parties cannot mutually agree on one arbitrator, JAMS will choose the arbitrator randomly from the two remaining arbitrators. The arbitrator's decision will be binding and may be entered as a judgment in any court of competent jurisdiction. By entering into this Agreement, each party acknowledges that such party has had the opportunity to have their legal counsel review this Agreement and that such party fully understands the terms and conditions set forth herein and the effect of entering into this Agreement.

All negotiations between the parties pursuant to this Section X.1 prior to initiation of arbitration proceedings shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.

X.2 Governing Law; Jurisdiction. The Agreement is governed by the laws of the State of Colorado without regard to its conflict of law provisions. For any claims, causes of action or disputes arising out of this Agreement which are not subject to Section X.1 (Dispute Resolution; Arbitration), you and ATL hereby submit to the sole and exclusive jurisdiction and venue of the state and federal courts located in Larimer County, Colorado and/or the United States District Court for the District of Colorado, respectively, to resolve any and all disputes hereunder that the parties are not able to mutually resolve. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. Regardless of any statute or law to the contrary, any such claim or cause of action must be filed within one (1) year after such claim or cause of action arose or be forever barred. All claims not subject to Section X.1 (Dispute Resolution; Arbitration) must be resolved in accordance with this Section X.2. All claims filed or brought contrary to this Section will be considered improperly filed. Should either party file a claim contrary to this Section, the non-filing party shall be entitled to seek to recover reasonable attorney fees and costs provided that the non-filing party has notified the filing party in writing of the improperly filed claim and the filing party has failed to properly withdraw the claim.

X.3 Waiver. The failure of either party to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.

X.4 Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Agreement, the parties will promptly begin good faith negotiations to replace it. The other terms of the Agreement will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.

X.5 Claims. Any claim or cause of action arising out of or related to the Services or the Agreement must be filed within 12 months after such claim or cause of action arose or is forever barred, except for ATL claims based on amounts billed, payments made or your failure to pay for the Services, regardless of any statute or law to the contrary.

X.6 Modifications. ATL may modify the Services, withdraw Services it ceases to offer, or modify the Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of ATL to you via email, regular mail, telecopy, delivery service, or posting on AskTheLawyers.com. If the terms and conditions applicable to your Agreement are materially modified, you may terminate the Agreement with 10 days prior written notice to ATL, so long as notice of termination is made within ninety (90) days after ATL issues such notice. You will be deemed to have agreed to such modified Agreement if ATL does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Services following the notice of the change. If a Service you ordered is materially modified, you may terminate that portion of the Order including that Service with 10 days prior written notice to ATL, so long as notice of termination is made within ninety (90) days after ATL issues such notice. You will be deemed to have agreed to such modification to the Service if ATL does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Services following the notice of the change. If a Service is withdrawn from the Order, then you shall only pay ATL the pro rata Fees and applicable taxes for such Service through the date the Service ceased to be provided.

X.7 Notice. Notice to ATL shall be made to 4820 South College Avenue, Fort Collins, Colorado 80525.

X.8 Complete Agreement. The Agreement, including any exhibits, riders, and amendments, states the complete agreement between you and ATL concerning this subject and, except as stated otherwise in the written Agreement, supersedes all earlier oral and written communications between the parties concerning this subject.

X.9 Acceptance. The Agreement is subject to acceptance by ATL, which acceptance shall be evidenced by providing access to the Services. You warrant and represent that you have full right, power and authority to enter into the Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.

X.10 No Exclusivity. Orders do not grant Member an exclusive right or privilege to receive Services. ATL may, in its sole discretion, provide similar or identical Services to other Members, which may be competitors of Member.

X.11 Relationship. Member and ATL are independent contractors. Nothing in the Agreement is intended to or will constitute Member or ATL as an agent, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose. Neither Member nor ATL shall make any contract, commitment, warranty, or representation on behalf of the other, or incur any debt or other obligation in the other's name.

X.12 Amendments. If the Agreement specifies a process by which it may be amended by ATL, then ATL may amend it according to that process. No other amendment to the Agreement will be binding unless agreed to in a writing executed by ATL and Member, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of the Agreement will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend the Agreement by implication.

X.13 Survival. All provisions in these Terms of Use, including indemnification/defense of claims provisions, limitations of liability, representations and warranties as to intellectual property rights, disclaimers of warranties and, any accrued but unpaid financial obligations, and any other terms in an Agreement that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of the Order(s) and the Agreement.

X.14 Non-Assignment. Member may not assign its rights or delegate your duties under the Agreement to access the Services without the prior written consent of ATL, which consent shall not be unreasonably withheld.

X.15 Successors and Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties' and their respective successors and permitted assigns.

X.16 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from an act beyond the control of the affected party. If such an act occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects thereof. This section does not excuse Member's obligation to pay for Services actually received.