TERMS OF SERVICE

The following are the terms and conditions that apply to your use of the Services (as defined below) offered and provided by AAL Media, LLC., a company formed under the laws of the State of California and any of its affiliates (“AAL”). 

This Agreement applies to your use of our Site. You—the party entering information (“You”, “your” or “user”)—are entering into a legally binding Agreement (the “Agreement”) with AAL, and Your use of, and access to, the Site and any of AAL’s products and services are conditioned upon your acceptance, without any modification, of the terms of use set forth herein. including our Privacy Policy, which is incorporated by reference. We reserve the right, at any time and from time to time, to add to, delete, or modify our Agreement, Privacy Policy, and any part of our Site. We will notify You of changes to this Agreement and/or the Privacy Policy by posting the new terms on the Site and if You use our Site after the date the changes are effective, You will be required to agree to be bound by the revised Agreement or Privacy Policy, as applicable. 

These Terms apply regardless of how you access the Site and or other features offered via the Site (“Services”), including any technologies or devices by which AAL makes the Service available, and regardless of whether You are seeking legal advice (referred to herein as a “Client”) or offering it (referred to herein as a “Lawyer”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. 

You hereby confirm that you have read, understood, and agreed to these Terms in their entirety.  

THESE TERMS INCLUDE DISPUTE RESOLUTION PROVISIONS (SEE SECTION 11) THAT, WITH LIMITED EXCEPTIONS, REQUIRE THAT (1) CLAIMS YOU BRING AGAINST AAL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND (2) YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

If you do not agree to these Terms in their entirety, you must not use or access the Site or the Service.

Any user that accepts or agrees to these Terms on behalf of a corporation or any other legal entity (the "Legal Entity"), represents and warrants that it has the authority to bind that certain Legal Entity to these Terms which shall apply to that certain Legal Entity.

1. SERVICES

1.1 AAL offers you access to AAL’s Site, which provides a directory for legal professionals in the United States. The Site further provides Lawyers who are registered, paying users with access to premium features such as launching marketing campaigns, 3rd party advertising, enriched directory profile and improved directory exposure, (“Premium Services”). AAL’s Site provides a channel through which Clients can seek legal advice, read legal articles and access reviews for Lawyers features on our Site, and Lawyers can advertise their services. For information on how AAL uses and stores your personal information, please see AAL’s Privacy Policy. 

1.2 To use the Service, Clients are not required to register. Lawyers are added by us to the Site based on publicly available information. Any Lawyer seeking to create a profile on the Site (or delete themselves from the directory) must claim their profile by searching for and authenticating his or her firm on the AAL directory, after which a validation code will be sent to either the email address or telephone number already available for you on the Site, as collected from public sources by AAL. The validation code shall enable you to sign up to the Premium Service by registering an account  (the “Account”), which will require you to provide some compulsory personal information, as follows: phone number, first name and surname and email address.  

1.3 If you have an Account, it is your responsibility to always maintain: (a) your password and Account information in strict confidence; (b) backups of any information uploaded to your Account. AAL shall not be liable to you or any other person or entity for any loss or damage which may arise as a result of your failure to protect your password or Account information or maintain such backups; and (c) separate credentials and up-to-date authorizations for any individual accessing the services on your behalf.

1.4 If you have an Account, You hereby confirm that all the data you provide to AAL (including as part of the Account registration process) is true, accurate and up to date in all respects and at all times. If you provide any information that is untrue, inaccurate, dated or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, dated or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).

1.5 For any user accessing the Site, AAL has the right to: (i) monitor your use of the Service, (ii) inspect your compliance with these Terms, (iii) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Service.  

1.6 Premium Services. Use of the Premium Services may be subject to additional terms appearing on the launch page for each such Premium Service.  Lawyer acknowledges that AAL may rely on its experience and discretion in order to utilize any monthly budget allocated for this purpose, including by deciding how to target such ads, and that AAL cannot and does not guarantee meeting the estimated reach indicated on the launch page. 

1.7 Electronic Communications. When you use the Site or the Service or submit any content to the Company electronically, you consent to receive communications from the Company electronically. We may communicate with you either by phone or a mobile phone, email, SMS, push notifications or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that may be provided to you electronically satisfy any legal requirement that such communications be in writing.

1.8 Suspension and Deletion. AAL reserves the right to delete or suspend your access to the Service at any time for any reason or no reason at all. For example, AAL may suspend or limit your access to the Site, the Premium Services, or remove or disable any Account, if (a) your continued access may result in material harm to the Site, to you or any third party (b) AAL receives a judicial or other governmental order or request that, in AAL’s good faith belief, requires AAL to do so, or (c) AAL reasonably and in good faith believes continued access to the Site or the Services, as applicable, violates these Terms or any applicable law. AAL will endeavor to notify you before any suspension or limitation, except when AAL reasonably believes that applicable law prevents it from doing so or when immediate action would better prevent imminent harm to the Site, users, or a third party. AAL will narrow a suspension or limitation in time and scope as is reasonably practicable under the applicable circumstances.

1.9 Restrictions. If you have an Account, Login credentials may not be used by more than one individual. You are responsible for maintaining the security of your account in the Services and for maintaining the security of the authentication credentials of persons using the Service on your behalf. You are responsible for all uses of your Account with or without your knowledge or consent, including the initiation of any payments, if applicable. You are responsible for all damages caused by your or an authorized user’s failure to maintain the security of its account and authentication credentials. 

1.10 You will immediately notify us in writing of any unauthorized use that comes to your attention, at [email protected]. If there is unauthorized use by anyone who obtained access to the Services through your credentials, you will take all steps reasonably necessary to terminate the unauthorized Use. You will reasonably cooperate and assist us in terminating such unauthorized use of the Service. 

1.11 LEGAL SERVICES DISCLAIMER. IF YOU ARE A CUSTOMER HIRING OR RETAINING A LAWYER THROUGH THE SITE, YOU HEREBY AGREE AND ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY INACCURACY OR INCOMPLETENESS OR UNAVAILABILITY OF INFORMATION OBTAINED THROUGH OUR SITE, WHICH IS SOURCED THROUGH PUBLICLY AVAILABLE INFORMATION. YOU HEREBY FURTHER AGREE THAT ANY LAWYER CONTACTED THROUGH THE SERVICE IS NOT AN AGENT OF AAL, AND AAL WILL NOT BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY OF THE LAWYERS WHICH ARE FEATURED ON THE SITE.

1.12 Additional terms and conditions may apply to specific offers or features offered through the Premium Service. All such additional terms and conditions are hereby incorporated by reference into these Terms.     

1.13 AAL continuously makes efforts to improve the Service for the benefit of its users. AAL may, from time to time, develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Site or the Premium Service or materials including removing any feature or functionality of the Site or the Premium Service (the “Modifications”). AAL shall implement and incorporate any available Modifications into the Service in its sole discretion.

1.14 AAL reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Site as necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena, governmental request, resolving a dispute or enforcing these Terms, (ii) detect, prevent, or otherwise address fraud, security or technical issues, (iii) respond to support requests, or (iv) accomplish its legitimate interests as described in its Privacy Policy. 

1.15 Links To Third Party Websites and Resources.

1.15.1 AAL may place links to other websites and resources provided by third parties via the Site, including links contained in advertisements, banner advertisements and sponsored links (such linking, together with the account linkage between the Service and any of your accounts with an financial establishment shall be referred to herein as the “Third-Party Services”). Such links are provided for your convenience only. If you decide to click on a link to a third-party websites and resources through the Site, your activity and use on the linked websites and resources is governed by that website’s policies, not by those of AAL. 

1.15.2 AAL disclaims any and all liability or responsibility for any and all Lawyers featured on the Site and Third-Party Services accessed through the Site, including any third-party online property to which the Service links. AAL does not endorse any Lawyers or Third-Party Services and if you decide to access or use any Third-Party Services you do so at your own risk and subject to the terms and conditions of use for such Third-Party Services.  AAL cannot guarantee the completeness or accuracy of information obtained through the Site or any Third Party Services, and any errors which occur as a result of such outside resources shall be at your sole risk and responsibility.

2. MUTUAL REPRESENTATIONS AND WARRANTIES 

Each Party represents and warrants toward the other Party hereto that: (i) it has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms; (ii) the execution or performance of these Terms will not result in a violation or breach of any contract, agreement, policy, order, judgment, decree, rule, regulation or law to which such Party is bound; and (iii) it has obtained from all competent authorities any consents and permissions required for the performance of its respective obligations under the Terms.

3. YOUR REPRESENTATIONS AND WARRANTIES 

You understand and agree that:

3.1 The Service, and any information offered through the Service are not intended or implied to be a substitute for professional advice. All content, including text, graphics, videos, images and information, made available through the Service is for general information purposes only, and may not reflect current legal developments, verdicts or settlements. Any information contained in the Site or the Service should not be construed as legal advice and is not intended to be a substitute for legal counsel on any subject matter. AAL makes no representation and assumes no responsibility for the accuracy of information, or the overall integrity and quality of the Site and/or the Premium Service. If you choose to engage any Lawyer featured on the Site you are responsible for verifying their experience, credentials and suitability to represent your interests. 

3.2 No Attorney-Client Relationship. No attorney-client relationship is, or will be, formed through the use of this Site. 

3.3 If you are a Lawyer using the Premium Service, you acknowledge that the Rules or Codes of Professional Conduct (collectively, “Rules”) of the jurisdictions in which you are licensed apply to all aspects of your participation in the Site and the Services and that you will abide by such Rules. The Company explicitly disclaims all responsibility for your compliance with these Rules.

3.4 AAL does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific analysis, procedures, strategies, services, opinions, or other information that may be made available or advertised through the Site or provided by any lawyers contacted through the Site. AAL further disclaims responsibility, and assumes no liability, for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood or obscenity in the statements, opinions, representations or any other form of User Content contained in any third party content appearing on or accessible through the Site or the Service.

3.5 The Site is not intended to replace legal advice, and you agree and acknowledge that the Site is not intended to be used as the sole basis for any decision. AAL is not, and will not be, responsible nor liable for any advice, course of action, analysis, conclusions, inferences or any services that you obtain when you use the Site or lawyers contact through the Site, and you are encouraged to confirm the information made available through the Service with your professional advisors.

3.6 You represent and warrant that you will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and you will comply with all applicable laws and regulations in connection with your use of and access to the Service.

3.7 You understand and agree that AAL does not, and cannot, confirm that you are indeed the person you claim to be, and therefore we are not, and shall not be, responsible for authenticating users’ identity. 

3.8 You will not, nor will you allow anyone acting on your behalf, or other third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Site; (b) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Site; (c) remove any proprietary notices or labels from the Site or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (e) develop any other product or service containing any of the concepts and ideas contained in the Site or use the Site for the purpose of generating a similar or competitive product; (f) test the Site or use the Site in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without AAL’s prior written approval; (g) directly or indirectly take any action to contest AAL’s intellectual property rights or infringe them in any way; (h) make the Site available for timesharing, service bureau or application service provider; (i) remove, obscure, or alter any notice of copyright, AAL’s Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service; (j) allow any third party to have access to the Service without AAL’s prior written consent.

3.9 You are exclusively responsible: (a) establishing and maintaining an Internet connection adequate to insure acceptable performance of the Service; (b) complying with applicable state and federal laws, rules or regulations applicable to you; (c) the accuracy of any information or data you submit or upload; and (d) your use of any information and data uploaded to the Site. 

4. INTELLECTUAL PROPERTY RIGHTS

4.1 AAL and its licensors own all right, title and interest in and to their works (the “Works”) that appear on the Site and the Premium Service, as well as derivative works of the Works, which AAL may develop from time to time (Works do not include any User Content, third-party content or product(s) displayed on, embodied in, utilized, or bundled with the Service). 

4.2 The Works are, and shall remain, the exclusive property of AAL and its licensors, including but not limited to, any modifications or custom features to the Site and the Premium Service to be developed by AAL, whether requested or instructed by You. 

4.3 Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Ideas”) that the user may provide to AAL, will be solely owned by AAL. You hereby irrevocably assign and transfers any intellectual property rights in such Ideas to AAL. 

4.4 All of AAL’s trademarks, any service marks, logos, domain names, copyrights and other proprietary rights associated with AAL and the Service, whether registered or non-registered, shall be collectively referred to as "AAL’s Marks". You agree not to directly or indirectly (and not to allow any third party to): (a) use AAL’s Marks for any purpose (other than as detailed hereunder) without AAL’s express written consent; and (b) register, attempt to register, or assist anyone else to register any AAL’s Marks or marks confusingly similar thereto. Notwithstanding the aforementioned, you agree to update AAL, in advance, with respect to any public display of any feature related to AAL or the Services.

5. USER CONTENT

5.1 You are and you shall remain the sole and exclusive owner of any data transmitted by you through the Site or the Premium Service, including all information, data, text, software, music, sound, photographs, graphics, video, messages, logos, trademarks, your name and likeness, or other materials (the "User Content"). For Lawyers, User Content also includes without limitation the individual names and likenesses of each attorney at your firm, along with your firm’s name and any associated trademarks and logos. You are, and you shall remain, at all times, fully and solely responsible for any and all activities that may occur while you are accessing or using the Site or the Premium Service. You hereby grant AAL an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, transferable, sublicensable right and license to use and access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on the User Content, in whole or in part, in any media, for the purpose of providing, improving, and marketing the Site and Service. All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. You agree not to (i) transmit any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ii) transmit files that contain viruses, corrupted files, or any other similar software or any other computer code, files or programs that may damage, interrupt, destroy, limit the functionality or adversely affect the operation of another person's computer, our sites, any software or hardware, or telecommunications equipment; (iii) transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," contests or any other form of solicitation; (iv) defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;  or (v) impersonate any person or entity, including, but not limited to, a representative of the Company, or falsely state or otherwise misrepresent your affiliation with a person or entity;

5.2 You acknowledge that the Company may or may not pre-screen User Content, but that the Company shall have the right (but not the obligation) to screen, refuse, or remove any User Content that is available via the Site. Without limiting the foregoing, the Company shall have the right to remove any User Content that violates these Terms or is otherwise considered to be objectionable, at the Company’s sole discretion. 

5.3 With respect to submissions via forms on the website with respect to particular legal cases or disputes, Client acknowledges that the information submitted may be reviewed by more than one attorney and/or law firm. By submitting the form, you acknowledge that AAL disclaims any responsibility for any legal advice received from any Lawyers featured on the Service. 

6. TERM AND TERMINATION

6.1 AAL may, at any time, discontinue or modify any Service or policy, without notice or obligation to you; provided, however, that AAL shall provide you a reasonable notice of any material changes in the Service(s) of either a permanent or temporary nature, which may or may not be prior to implementation of such change depending on the circumstances. 

6.2 Termination of these Terms shall not relieve either Party of its respective obligations to the other hereunder that arose prior to the effective date of termination, including your payment obligations that have accrued prior to the date of termination. In addition, payment obligations and provisions contained in Sections ‎1.11, 3, ‎4, ‎5.3, ‎6, 7, ‎8, ‎9, 11, and 12 shall survive the expiration or termination of these Terms for any reason. 

7. DISCLAIMER OF WARRANTIES

7.1 YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AAL AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

7.2 AAL AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SITE, THE PREMIUM SERVICE AND ANY RELATED SERVICES PROVIDED WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THAT THE USE OF SITE OR THE PREMIUM SERVICE WILL BE UNINTERRUPTED; (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED. 

7.3 The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Premium Service and any related services. 

8. INDEMNIFICATION

8.1 You shall defend, indemnify and hold harmless AAL, its subsidiaries, affiliates, officers, directors, agents, employees and assigns (collectively, the “Indemnitees”), from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) suffered or incurred by an Indemnitee that arise under or relate to this Agreement. 

8.2 Should the Service becomes, or in AAL’s opinion be likely to become, the subject of an infringement claim, AAL shall at its option and sole expense either: (x) procure for you the right to continue to use the Service as contemplated hereunder, or (y) modify the Service to eliminate any such claim that might result from its use hereunder while maintaining all material functionality of the Service or (z) replace the Service with an equally suitable, compatible and functionally equivalent non-infringing application at no additional charge. If none of these options is reasonably available to AAL, then these Terms may be terminated at the option of either Party hereto without further obligation or liability on the part of either Party hereto. 

9. LIMITATIONS OF LIABILITY

9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AAL’S AGGREGATE LIABILITY TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS USD $1,000.

9.2 EACH PARTY UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT, SUCH LIMITATIONS SHALL SURVIVE FAILURE OF THEIR ESSENTIAL PURPOSE, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

9.3 You agree that the performance of the Service and your access to, and use of, the Service may be affected adversely by the Internet connection because of (among other things) inadequate bandwidth available to you, the type of connection, inadequate speed, lack of continuity of Internet service, and the number of users accessing the Internet at any given time over the same connection. AAL is not responsible for performance of the Service due to events beyond the reasonable control of AAL.

10. Copyright Agent

AAL respects the intellectual property rights of others, and require that the people who use the Site, or the Services or features made available on or through the Site, do the same. If You believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Company Copyright Agent, whose details are listed below, designated as such pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2). Upon receipt of such notice as described below, AAL will take whatever action it deems appropriate, in its sole discretion, including removal of the challenged content from the Site or any Service. For your complaint to be valid under the DMCA, you must provide us with the following information when providing notice of the claimed copyright infringement:

10.1 Your address, telephone number, and email address;

10.2 A description of the copyrighted work that You claim has been infringed;

10.3 A description of where the alleged infringing material is located;

10.4 A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

10.5 An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

10.6 A statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or are authorized to act on the copyright owner’s behalf.

Josef Rapaport

6142 Innovation Way

Carlsbad, California 92009

[email protected]

11. Jurisdiction and Dispute Resolution

11.1 Jurisdiction and Disputes. These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles.

11.2 Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Diego County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, including without limitation any action brought as a private attorney general. The Arbitrator shall not be authorized to award costs or attorney’s fees to either Party. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.3 The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

11.4 Any arbitration must be commenced by filing a demand for arbitration with JAMS within ONE (1) YEAR from when it first could be filed. Otherwise, it is permanently barred. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

11.5 Arbitration proceedings will be held remotely unless the arbitrator finds good cause to hold an in-person hearing instead.

12. MISCELLANEOUS 

12.1 Non-enforcement by either Party of any term or condition of these Terms shall not constitute a waiver. A waiver by either Party of compliance with any term or condition under these Terms shall not constitute a waiver of such term or condition at any other time or a waiver in the future of any other term or condition of these Terms.

12.2 Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed severed from these Terms.

12.3 Notices. Any formal notice, consent or other communication in connection with these Terms shall be in writing and shall be considered to have been delivered and in effect upon the earlier of actual receipt or: (a) the day following transmission if sent by a facsimile or an email followed by a written or electronic confirmation; (b) two (2) days after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified mail.

12.4 No Agency. The relationship of the Parties established by these Terms is solely that of independent contractors, and nothing contained in these Terms shall be construed to: (i) give any Party the power to direct and control the day-to-day activities of the other; or (ii) constitute such Parties as partners, joint ventures, co-owns or otherwise as participants in a joint or common undertaking; or (iii) make either Party an agent of the other for any purpose whatsoever. Neither Party nor its agents and employees are the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other.

12.5 Change in Law. If any law or regulation, including enactment of new state or federal legislation, amendments to existing laws and legislation, and or new or amended judicial orders, rules or decrees, creates adverse consequences to AAL, according to its legal counsel, AAL may perform any modification to these Terms or the Services to alleviate such adverse consequences.

12.6 Assignment. The rights and obligations granted under these Terms may not be assigned, sub-licensed, or otherwise transferred by you, in whole or in part, to any third-party except with prior written consent of AAL, which consent shall not be unreasonably withheld. AAL shall be entitled to transfer or assign its rights and obligations, in whole or in part, under these Terms to any of its subsidiaries or affiliates. 

12.7 Force Majeure. Other than your obligation to pay the subscription fees, neither Party shall be liable to the other for any failure to meet its obligations if such failure is due to any cause beyond the non-performing Party's reasonable control ("Force Majeure"). Force Majeure specifically includes, but is not limited to, any government action that would limit the ability for performance; fires; earthquakes, floods or other severe weather conditions or any other acts of God; quarantines; riots; strife; insurrection; civil disobedience; epidemics, armed conflict; terrorism or war, declared or not; or any impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property. 

12.8 These Terms, including the attached Addendum, and any appendices, exhibits, and schedules attached hereto constitute the entire agreement between the Parties in connection with the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as set forth in these Terms. 

12.9 YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTOOD THEM AND AGREED TO BE BOUND BY THEM. YOU FURTHER AGREE THAT THESE TERMS REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER.

Addendum Regarding the Handling of Personal Information

Definitions. The following definitions and rules of interpretation apply in this Addendum:

a. CCPA means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199.95), the CCPA Regulations (Cal. Code Regs. tit. 11, §§ 7000 to 7102), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including personal information and business purposes, carry the same meaning in this Addendum. 

b. Contracted Business Purposes means the services described in AAL’s Terms of Use or any other purpose specifically identified in Appendix A for which the service provider receives or accesses personal information.

2. Service Provider's CCPA Obligations

a. Service Provider will only collect, use, retain, or disclose personal information for the Contracted Business Purposes for which Customer provides or permits personal information access. 

b. Service Provider will not collect, use, retain, disclose, sell, or otherwise make personal information available for Service Provider's own commercial purposes or in a way that does not comply with the CCPA. If a law requires the Service Provider to disclose personal information for a purpose unrelated to the Contracted Business Purpose, the Service Provider must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

c. Service Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.

d. Service Provider must promptly comply with any Customer request or instruction requiring the Service Provider to provide, amend, transfer, or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing.

e. If the Contracted Business Purposes require the collection of personal information from individuals on the Customer's behalf, Service Provider will always provide a CCPA-compliant notice at collection that the Customer specifically pre-approves in writing. Service Provider will not modify or alter the notice in any way without the Customer's prior written consent.

f. Service Provider will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.

3. Assistance with Customer's CCPA Obligations

a. Service Provider will reasonably cooperate and assist Customer with meeting the Customer's CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of the Service Provider's processing and the information available to the Service Provider. 

b. Service Provider must notify Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with the CCPA. Specifically, the Service Provider must notify the Customer within 2 working days if it receives a verifiable consumer request under the CCPA.

4. Subcontracting. Service Provider may not use subcontractor to provide the Contracted Business Services. 

5. CCPA Warranties and Certification

a. Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information.

b. Service Provider certifies that it understands this Addendum's and the CCPA's restrictions and prohibitions on selling personal information and retaining, using, or disclosing personal information outside of the parties' direct business relationship, and it will comply with them. 

c. Service Provider warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under this Addendum. Service Provider must promptly notify the Customer of any changes to the CCPA's requirements that may adversely affect its performance under the Addendum. 

Appendix A

Personal Information Processing Purposes and Details

Contracted Business Purposes: The lawyer or law firm that receives personal information may only use that personal information to contact the individual regarding the possibility of the lawyer or law firm providing legal services for the matter about which the individual inquired.

Service Provider Category: Contractor

Personal Information Categories: This Addendum involves the following types of Personal Information, as defined and classified in CCPA Cal. Civ. Code § 1798.140(o).