Welcome and thank you for allowing SmartUp to bring you together with attorneys who can help you create a strong foundation for your business and assist you in securing your intellectual property. We hope that our relationship will contribute to your success and prosperity.
To that end, we’ve thoughtfully created this document to clearly define the nature of our relationship with you. Please read it carefully. If you need clarification or further explanation on any portion of this document, please give us a call or send us an email – we’ll gladly address your concerns.
Most importantly: SmartUp is NOT a law firm and cannot provide any legal advice. We ask that you refrain from using our site until we’ve earned your agreement to the terms contained within this document. If you are uncomfortable with any portion of this document, please do not hesitate to let us know how we could improve our relationship to better serve you.
The SmartUp Team
Please Read Carefully
Last Modified: May 19, 2015.
ACCEPTANCE OF THE TERMS OF SERVICE
- By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
LEGAL SERVICES OFFERED THROUGH WEBSITE
By accessing, using, registering for, submitting information through, or purchasing anything from or through the Company or through the use of this Website, you expressly acknowledge and agree to the following:
- THE COMPANY IS NOT A LAW FIRM AND PROVIDES ABSOLUTELY NO LEGAL OPINIONS, LEGAL ADVICE, LEGAL WORK PRODUCTS OR ANY OTHER LEGAL SERVICES WHATSOEVER.
- The Company is a technology company that provides software tools and interfaces to facilitate, enhance and increase the efficiency of attorneys and/or law firms and to simplify their collaboration with their clients. The Company further provides marketing, advertising, paid search, SEO and consulting services to attorneys and law firms.
- Any legal services that you may request legal through your interaction with the Company and/or the Website are controlled, operated and provided to you exclusively by independent, licensed attorney(s), law firm(s) and/or other legal professionals (collectively, the “Provider” or “Providers”) who are unaffiliated with the Company.
- While the Company may have licensed attorneys as its own members, managers, officers, employees, contractors, advisors, or consultants, no such attorney is authorized to provide legal services or legal advice in his or her capacity as a member, manager, officer, director, employee, contractor, advisor or consultant of the Company. Any legal services or legal advice offered by an attorney is exclusive and independent of such attorney’s affiliation with the Company.
- Any legal (or tax) service, opinion or advice you may receive through your use of the Website or through your interaction with the Company is NOT provided by the Company, or any of its employees, contractors, officers, managers, members or directors.
- Any legal (or tax) service (including pricing and service descriptions), opinion or advice you may receive through your use of the Website or through your interaction with the Company is provided by third party Providers who are all completely independent from the Company in their capacities as attorneys, legal counselors or legal representatives.
- Unless we notify you otherwise, the legal services you may request (through the Company or the Website) will be performed by Bekiares Eliezer LLP d/b/a Founders Legal – a law firm based in Atlanta, Georgia, USA. You may also be notified of other or additional Providers, co-Providers, or co-counselors directly by Bekiares Eliezer LLP d/b/a Founders Legal, as needed, in its discretion.
- NO ATTORNEY-CLIENT RELATIONSHIP OR ATTORNEY-CLIENT PRIVILEGE CAN EVER EXIST (AND NEVER WILL ONE ACTUALLY EXIST) BETWEEN YOU AND THE COMPANY, OR ANY OF ITS EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, MEMBERS OR MANAGERS ACTING IN SUCH CAPACITY FOR THE COMPANY.
- SINCE THE COMPANY IS NOT A LAW FIRM, NEITHER THE COMPANY NOR ITS EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, MEMBERS OR MANAGERS HAVE ANY DUTY OF CONFIDENTIALITY TO YOU. ACCORDINGLY, YOU AGREE TO COMMUNICATE CONFIDENTIAL INFORMATION ONLY TO THE PROVIDER WHOM YOU HAVE ENGAGED TO PERFORM LEGAL SERVICES.
- No attorney-client relationship will be created between you and any Providers by you accessing, using, registering for, submitting information or payment through, or otherwise interacting with the Company or Website.
- No attorney-client relationship or attorney-client privilege will exist between you and any Providers you connect or interact with through the Company or the Website unless and until you and such Provider agree to formal representation by signing an engagement letter, and after such attorney or law firm successfully performs its own conflict of interest check.
- The Company is not (and shall never be) a party to any relationship, engagement, or agreement that may arise between you and a Provider through your interaction with the Company and/or the Website.
- To ensure confidentiality and attorney-client privilege between you and the Provider you engaged to perform legal services, we encourage you to contact, communicate and work directly with that Provider.
- While the Company reasonably vets each Provider who intends to interact with you and other users of the Website and/or provide legal services through our platform, all such Providers are not employees, contractors or agents of the Company. Rather, all such Providers are independent legal service providers who have no affiliation with the Company. The Company does not warrant or guarantee that Providers you may work with are covered by professional liability or errors and omissions insurance.
- Providers who offer their legal services through the Company and/or the Website are only able to advise you on U.S. Federal legal issues and on state law matters solely in states where such Providers are licensed to practice.
- Though the Website may provide you with access to information and with customer service throughout your use of our interface, neither the Company nor its employees, contractors, officers, directors, managers or members are your legal representatives in any capacity.
- Accordingly, you expressly agree to NOT hold the Company liable for any damages that may arise from any legal advice, opinions, work products or services (including any errors and omissions) that you received or may receive through your interaction with the Company or your use of the Website.
- By requesting, soliciting, and/or utilizing legal services of Providers, whether through your interaction with the Company, the Website, or otherwise, you expressly agree to NOT hold the Company liable for any damages that may arise from such legal services that you receive.
PAYMENT; STORAGE OF FUNDS
You may have the ability to request and submit payment for select legal services through the Website (which are to be performed by one or more Providers, following their acceptance and conflict of interest verifications). In the event that you make such a purchase and/or provide payment through the Website, you acknowledge and expressly agree to the following:
- No attorney-client relationship or privilege shall be created between you and any Provider with the submission of your payment. An attorney-client relationship may only be formed after you and a Provider agree to formal representation by signing an engagement letter, and after the Provider performs its own conflict of interest verification.
- The Company does not charge for any legal services, nor does it receive ANY portion of legal fees paid to Providers.
- The Company is NOT a party to any agreement or engagement for the performance of legal services entered into between you and any Provider.
- For your protection, all funds paid by you are submitted into to an Interest On Lawyers Trust Account (IOLTA) held in a major U.S. bank by Bekiares Eliezer, LLP, a law firm based in Atlanta, Georgia USA (the “Trust Account”).
- The fees paid by you through the Website will be held in the Trust Account until:
- A conflict of interest verification is performed; and
- The legal services requested by you have been performed in full or in part, at which point the amount of the funds that have been earned will be paid to the attorney(s) or law firm(s) who performed the engaged-for work. Any remaining, unearned amount (excluding IOLTA interest) will be returned to you.
- As it relates to payments made by you through the Website into its Trust Account, Bekiares Eliezer LLP is bound to fully comply with all applicable laws and rules of professional conduct set forth by the State Bar of Georgia.
Any issuance of refunds is at the sole discretion of the Provider whom you have engaged to perform legal services. However, all Providers offering legal services through the Company and/or the Website have agreed to the general policies regarding the return of funds paid:
- All funds paid by you into the Trust Account are fully refundable until they are earned, whether in full or in part, by the Providers performing the legal services requested by you.
- Generally, Providers that offer legal services through the Website earn their legal fees once they commence the legal work that you requested.
- All funds paid by you into the Trust Account will be refunded to you, in full, in the event that no Provider has undertaken to represent you and no attorney-client relationship has been formed (whether due to a conflict of interest or any other reason).
- All amounts for third party fees and costs, including, but not limited to, government filing fees, commercial registered agent fees, publication fees, local attorney representation fees, search or research fees, costs of materials, and other costs and fees that may reasonably be expected to accrue (collectively, without limitation, the “Additional Fees”) are considered earned once: i) the underlying goods or services have been commissioned or ordered by the Provider; ii) they are paid for by the Provider; or iii) they are considered owed to a third party by the Provider representing you. Once earned, all Additional Fees are strictly non-refundable
- Any unearned funds that you paid into the Trust Account will be refunded to you when:
- The legal services that you have requested have not been performed or performance has ceased because the Provider whom you have engaged to perform legal services stopped representing you for any reason; or
- You indicate to the Provider you engaged to perform legal services that you no longer have the intent to continue with the legal services you requested or see the legal services through to completion; or
- The Provider you are engaged with has completed the legal services you requested, a surplus of funds remains in the Trust Account after the legal fees and Additional Fees earned are paid to such Provider, and you request a refund of such surplus to you; or
- You are unresponsive to the requests for information, input, materials or signatures reasonably made by the Provider you are working with to further your legal matter and such Provider has formally disengaged from representing you.
- At the occurrence of the scenarios set forth in sub-sections (i), (ii), (iii) or (iv) of this section, the unearned amount of the funds paid by you into the Trust Account (excluding any interest thereon) will be refunded to you.
By accessing, using, registering for, submitting information through, or purchasing anything from or through the use of this Website, you expressly acknowledge and agree to the following:
- We will not share or disclose any content you submit to us for any purpose other than to connect you with Providers and to assist you in working with such Providers.
- We may share or disclose any content you submit to us with the Company’s internal staff (including employees and independent contractors), on an as-needed basis, to assist in connecting you with Providers and to assist you in working with such Providers.
- You reserve all of the intellectual property rights to the content that you submit to through the Website.
- Despite the foregoing, we reserve the right to disclose the information you provide to Us, through your use of the Website or otherwise, if we are compelled to do so by a court order, at the request of a government agency, or by other requirement of the law, if we, in good faith, believe such disclosure is advisable and necessary.
ACCESSING THE WEBSITE AND ACCOUNT SECURITY
- We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
- You are responsible for:
- Making all arrangements necessary for you to have access to the Website.
- If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
INTELLECTUAL PROPERTY RIGHTS TO WEBSITE CONTENT
- The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) that are created by the Company, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
- You must not:
- Modify copies of any materials from this site.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
- All rights not expressly granted herein are expressly reserved by the Company.
The SmartUp® SmartUp Legal, Smart Legal, names logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
- Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
MONITORING AND ENFORCEMENT; TERMINATION
- We have the right to:
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
- Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
RELIANCE ON INFORMATION POSTED
- The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
- This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
CHANGES TO THE WEBSITE
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
INFORMATION ABOUT YOU AND YOURS VISITS TO THE WEBSITE
LINKS FROM THE WEBSITE
f the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the State of Georgia in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- You warrant that the content you submit to us, whether through the Website or otherwise:
- Is not illegal or unlawful.
- Is not known by you to be false, inaccurate or misleading.
- Does not infringe anyone’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.
- Does not violate any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).
- Does not contain any computer virus, worms, or other potentially damaging computer programs or files.
- Shall not give rise to legal action whether against you, us, or any other third party.
- Does not violate any agreements you may have with any third party.
- Is not, and has NEVER been, the subject of any threatened, pending, or actual legal action of any kind or of any other similar complaint.
DISCLAIMER OF WARRANTIES
- You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
- YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- THE COMPANY MAKES NO REPRESENTATIONS AND PROVIDES ABSOLUTELY NO WARRANTIES OR GUARANTIES WHATSOEVER IN RELATION TO ANY LEGAL ADVICE, OPINIONS, WORK OR SERVICES (OR FOR THE CONSEQUENCES THEREOF) THAT YOU RECEIVED OR MAY RECEIVE FROM PROVIDERS, WHETHER THROUGH YOUR INTERACTION WITH THE COMPANY, YOUR USE OF THE WEBSITE, OR OTHERWISE.
- THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
LIMITATION ON LIABILITY
- IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
- IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH ANY LEGAL ADVICE, OPINIONS, WORK OR SERVICES (OR FOR THE CONSEQUENCES THEREOF) THAT YOU RECEIVED OR MAY RECEIVE FROM PROVIDERS, WHETHER THROUGH YOUR INTERACTION WITH THE COMPANY, YOUR USE OF THE WEBSITE, OR OTHERWISE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
GOVERNING LAW AND JURISDICTION
LIMITATION ON TIME TO FILE CLAIMS
WAIVER AND SEVERABILITY
YOUR COMMENTS, CONCERNS AND REQUESTS
This website is operated by 5DE, LLC d/b/a SmartUp. All feedback, comments, questions, requests for technical support, requests for information and other communications relating to the Website should be directed to:
If by Mail:5DE, LLC d/b/a SmartUp
870 Peachtree Rd NW #866
Atlanta, GA 30305
If by E-Mail: [email protected]