PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE LICENSEDLAWYER.ORG WEBSITE. BY USING LICENSEDLAWYER.ORG AS A VISITOR YOU AGREE THAT SUCH USE CONSTITUTES YOUR ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE.
LICENSEDLAWYER and its services are owned and operated by EUCLID TECHNOLOGY (referred to hereafter as “We,” “Us” or “Our”). PARTICIPATING BAR ASSOCIATIONS provide listings of their respective attorneys in LICENSEDLAWYER.ORG under a subscription agreement with EUCLID TECHNOLOGY.
1. Description of Services. Our goal is to assist consumers in searching, finding and connecting with participating lawyers that are licensed in the state in which they provide services. LICENSEDLAWYER is an interactive, computerized, attorney directory. LICENSEDLAWYER offers an online means for lawyers and potential clients to exchange professional qualifications and contact information. You understand that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY do not endorse any of the lawyers or law firms (collectively referred to hereafter as a “Law Firm”) listed on the site. It is your decision alone whether or not to work with any Law Firm listed on the Site. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY do not receive any portion of any Law Firm's fees for legal services paid by clients and any arrangements subsequently made by you. Your engagement of any Law Firm is strictly between you and such Law Firm and does not involve PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY in any way.
3. Establishment of Attorney-Client Relationship. LICENSEDLAWYER.ORG does not provide legal services. The site and its services are simply a directory of lawyers for potential clients seeking legal representation. All of the materials and information on the site are provided for informational purposes only, and may not reflect current legal developments or variances in the law of different jurisdictions. The site does not provide legal advice (although a Law Firm may provide legal advice to you in the event you engage such Law Firm to serve as your legal counsel), and nothing on the site should be construed as legal advice or used as a substitute for legal advice. The materials and information on the site do not necessarily reflect the opinions of PARTICIPATING BAR ASSOCIATIONS or EUCLID TECHNOLOGY. The information on the site is not guaranteed by PARTICIPATING BAR ASSOCIATIONS or EUCLID TECHNOLOGY to be correct, complete, up-to-date, reliable or error-free. The use of the site and services offered at the site does not constitute or create an attorney-client relationship between PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY and any third party or between you and the attorney of any of the Law Firms, their partners, employees, agents or affiliates, or any other attorney associated with the Site. Additionally, the mere receipt of an email from or a "post" on the Site does not create an attorney-client relationship. As between you and a Law Firm, no attorney-client relationship will be established until you and the Law Firm you are engaging have formally accepted the engagement and mutually agree to representation. You understand and agree that the Law Firm you engage to represent you is solely responsible for providing its services to you. You understand and agree that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY and their employees, directors, officers, shareholders, affiliated companies, agents, vendors or suppliers, or service providers shall not be liable for any damages or costs of any type arising out of or in any way connected with your use or misuse of the site or its services (including claims against third parties based on malpractice). You understand and agree that any claim arising out of your relationship with a Law Firm advertised on the site shall be brought solely against such Law Firm. YOU SHOULD NOT ACT OR RELY ON THE BASIS OF ANY INFORMATION ON THE SITE WITHOUT SEEKING AND RETAINING THE ADVICE OF A LAW FIRM.
4. Attorney-Client Privilege and Conflicts.
a. Because LICENSEDLAWYER.ORG does not provide legal services and because the site is simply an interactive, computerized attorney directory, your use of the site and its services do not confer the benefits that are part of a typical attorney-client relationship. Accordingly, you should refrain from submitting any confidential information in any post or transmission through the site or its services. The site does not assume responsibility for the protection of confidential information, and it is possible that the dissemination of otherwise confidential information may occur through your use of the site and its services. If information that would otherwise be subject to a legal privilege is posted or transmitted on the site, no assurance can be given that the Site will maintain the privilege. The maintenance of confidentiality or legal privilege of any information posted or transmitted on the site by you, including information transmitted or posted to any Law Firm, is your sole responsibility.
b. It is the sole responsibility of the Law Firm to investigate whether there is a conflict of interest such that the Law Firm cannot represent you. The site does not perform a check for legal conflicts of interest or other conflicts that may exist on your part in connection with the engagement of a Law Firm. Determining whether a legal conflict exists is the sole responsibility of such Law Firm. You understand and agree that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY and their employees, directors, officers, shareholders, affiliated companies, agents, vendors or suppliers, or service providers shall not be liable for any damages or costs of any type arising out of or in any way arising from any Law Firm’s failure to investigate potential conflicts of interest arising from your use of the site and its services.
5. Permitted and Prohibited Uses.
b. You may not use the website to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. laws, rules, and regulations governing the export and re-export of commodities or technical data. You may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, trade secret, or rights of privacy or publicity or disclose via the site any information the disclosure of which would constitute a violation of a confidentiality obligation or fiduciary duty on your part. You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject LICENSEDLAWYER network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of the LICENSEDLAWYER website. You’re strictly prohibited from communicating on or through this site any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. You may not use the site in any way that harms PARTICIPATING BAR ASSOCIATIONS, EUCLID TECHNOLOGY their members, licensors, affiliates or vendors, other users of the site, or members of the general public. You may not manipulate identifiers to disguise your identity or the origin of any content or correspondence. You may not impersonate another individual or entity or otherwise misrepresent your affiliation with an individual or entity. You may not use PARTICIPATING BAR ASSOCIATIONS’S trademarks in any way to suggest an affiliation with or endorsement by LICENSEDLAWYER or PARTICIPATING BAR ASSOCIATIONS of any individual, organization, product, or service.
7. Trademarks. PARTICIPATING BAR ASSOCIATIONS and their associated logos (collectively, the “Marks”) are trademarks or service marks of PARTICIPATING BAR ASSOCIATIONS and may not be copied, imitated or used, in whole or in part, without the prior written permission of the respective PARTICIPATING BAR ASSOCIATION. The right to use any PARTICIPATING BAR ASSOCIATION’s Mark can only be obtained via a separate trademark license agreement with the PARTICIPATING BAR ASSOCIATION and your compliance with any applicable Mark usage guidelines. You may not use any metatags or any other “hidden text” utilizing any of the Marks without our prior written permission, nor may you purchase any of the PARTICIPATING BAR ASSOCIATION’s Marks as advertising keywords. All other trademarks, registered trademarks, product names and company names or logos mentioned on the site and its services are the property of their respective owners. Our reference to any product vendors or service providers, products, services, processes or other information, whether by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof.
8. User Submissions. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY do not want to receive confidential or proprietary information from you through the site. By posting, submitting or transmitting any material, information, communication or content (“content”) directly to LICENSEDLAWYER’S site, you (a) agree that such content will be considered non-confidential and non-proprietary, (b) agree that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY will be under no obligation of any kind with respect to such content, and (c) grant to PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY a perpetual, worldwide, nonexclusive, royalty-free, fully sublicensable and irrevocable license to reproduce, make derivative works from, use, disclose, and distribute the content to others without limitation. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY have no obligation to add authorship attribution of your content. You understand and agree to waive and forego asserting any moral rights you may have in the content. By submitting content to LICENSEDLAWYER, you represent and warrant that you have authority to provide such content to LICENSEDLAWYER, PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY and grant the rights to the content described above, and that doing so does not and will not constitute the infringement or misappropriation of the trade secrets or other confidential information of you or any third party. For the avoidance of doubt, without limiting the foregoing and except for content that originates from LICENSEDLAWYER, PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY we do not claim ownership of any content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for content you generate and post.
9. User Representations. By using the site and its services, you represent and warrant to PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY that you are:
a. of legal age and able to form a binding contract with PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY, and
b. not a direct competitor of EUCLID TECHNOLOGY.
IF YOU CANNOT TRUTHFULLY MAKE ALL OF THE ABOVE REPRESENTATIONS, YOU MAY NOT USE THE SITE.
10. User Obligations. You agree that you will:
b. provide accurate, current and complete information about you as may be prompted by any registration forms on the site (“Registration Data”);
11. Disclosures Regarding Attorney Listings.
a. THE SITE MAY CONTAIN ADVERTISING MATERIAL OR LAWYER ADVERTISEMENTS. Some jurisdictions may consider the Site to be a form of advertising for legal services and as such may require specific disclosures. Please read the following carefully:
b. The determination of the need for legal services and the choice of a lawyer are extremely important decisions and should not be based solely upon advertisements. Anyone considering a lawyer should independently investigate the lawyer's credentials and ability, and not rely upon advertisements or self-proclaimed expertise. Hiring a lawyer is an important process that should not be based solely upon advertisements.
c. LICENSEDLAWYER does not operate as a lawyer-advertising cooperative, lawyer referral service, prepaid legal insurance provider, or similar organization the business or activities of which include the referral of customers, members, or beneficiaries to lawyers for the performance of fee-generating legal services or the payment for or provision of legal services to the customers, members, or beneficiaries in matters for which they do not bear ultimate responsibility.
d. Before you decide to hire any of the Law Firms, ask them to send you free written information about their qualifications and experience. Additional information about the lawyers or Law Firms may also be obtained by contacting the Bar Association in the State in which such lawyers or Law Firms are licensed.
e. No representation is made that the quality of the legal or other services to be performed by the Law Firms is greater than the quality of legal or other services performed by other lawyers. Memberships and offices in legal fraternities and legal societies, technical and professional licenses, and memberships in scientific, technical and professional associations and societies of law or fields of practice do not mean that a lawyer is a specialist, expert, authority or is certified in a particular field of law, nor do such memberships or licenses mean that such a lawyer is more expert or competent than any other lawyer.
f. A description or indication of limitation of practice does not mean that any agency or board has certified such lawyer as a specialist, expert or authority in an indicated field of law practice, nor does it mean that such lawyer is more expert or competent than any other lawyer. We urge all potential clients to make their own independent investigation and evaluation of any lawyer being considered. The fact that certain attorneys or firms concentrate their practices in the defense of bankruptcy cases (or any other field) is not meant to imply that they have gained any specific type of certification in these areas. Indeed, many states do not recognize certifications of specialties in the practice of law and explicitly state that any such certificate, award or recognition is not a requirement to practice law in those states.
13. Limitation of Access and Removal of Access.
a. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY make commercially reasonable efforts to maintain and provide access to its site and services and will endeavor to provide you with advance warning of restrictions to access due to routine website maintenance. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY, at their sole discretion, however, reserve the right at any time and from time to time to modify, suspend, discontinue or terminate the site or services or portions thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, discontinuation or termination of the site or services. You further agree that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY, their employees, directors, officers, shareholders, affiliated companies, agents and representatives, vendors and suppliers will not be liable to you for the deletion or failure to store any of your content, information, or communications on the site.
b. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY are not responsible for screening or reviewing content submitted to the site or services. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY may temporarily or permanently remove any content on the site or services at any time where PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY, in their sole discretion believe the content is in violation of these Terms of Service or where PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY are acting in compliance with the Digital Millennium Copyright Act. You are advised not to use the site or services as the exclusive storage repository for your information, or communications. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY recommend that you separately store all information and communications submitted to the site and services on other secure servers or with reputable third-party hosting services.
15. Links to Third Party Sites and Materials.
b. Your correspondence or business dealings with, or participation in promotions of, members or third-party advertisers found on or through the site, including the quality or appropriateness of the goods or services and the payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY cannot be held responsible for your interactions with any third parties, and you agree that PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY, their employees, directors, officers, shareholders, affiliated companies, agents and representatives, vendors and suppliers shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the site.
16. Assignment and Delegation. This Agreement is not assignable or transferable by you without PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY prior written consent. Any purported transfer without PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY written authorization shall be void. PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY may assign their rights and/or delegate its duties under this Agreement in whole or in part without your consent. Upon assignment or delegation, PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY shall cease to be a party hereto and shall have no further rights or duties with respect to you under this Agreement to the extent its rights and obligations have been so assigned or delegated. The assignee or delegate shall assume the rights and duties transferred by PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY. No agency, partnership, joint venture, or employment relationship is created between PARTICIPATING BAR ASSOCIATIONS and EUCLID TECHNOLOGY and you as a result of this Agreement.
17. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY MAKE NO REPRESENTATIONS OR WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE RESULTS YOU MAY ACHIEVE ON ACCOUNT YOUR USE OF THE SITE AND SERVICES AND AS TO THE RESULTS YOU MAY ACHIEVE ON ACCOUNT OF ANY RELATIONSHIP YOU ELECT TO CREATE WITH A LAW FIRM. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LAW FIRM, INCLUDING, WITHOUT LIMITATION, ANY LAW FIRM’S ABILITY TO OBTAIN A FAVORABLE RESULT. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY BAR MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SERVICES OR THE INFORMATION, CONTENT, DATA, OR MATERIALS, DISPLAYED ON THE SITE AND ITS SERVICES.
IN NO EVENT SHALL PARTICIPATING BAR ASSOCIATIONS OR EUCLID TECHNOLOGY OR ANY OF THEIR AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE SITE OR SERVICES, EVEN IF EUCLID OR THE PARTICIPATING BAR ASSOCIATIONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ANY DATA, CONTENT, OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, SERVICES, OR APPLICATION PROGRAMMING INTERFACES OR ANY THIRD PARTY PRODUCT ACCESSING THE SITE AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF DATA, CONTENT, OR SERVICES. PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS OR CONTENT CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE SITE. YOUR USE AND PARTICIPATION IN THE SITES AND SERVICES IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARTICIPATING BAR ASSOCIATIONS AND EUCLID TECHNOLOGY OR THROUGH LICENSEDLAWYER.ORG OR THIRD PARTIES ON THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE AND SERVICES, THAT YOUR USE OF THE SITES AND SERVICE IS AT YOUR SOLE RISK.
BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
18. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL PARTICIPATING BAR ASSOCIATIONS OR EUCLID TECHNOLOGY OR ANY OF THIER AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITES OR SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITES OR SERVICES OR FOR ANY INFORMATION OBTAINED THROUGH THE WEBSITES OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF PARTICIPATING BARS OR EUCLID TECHNOLOGY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITIES MAY NOT APPLY TO YOU.
20. General. PARTICIPATING BAR ASSOCIATIONS is based in the United States. PARTICIPATING BAR ASSOCIATIONS makes no claims that the data or content on its site or its services are appropriate or may be downloaded outside of the United States. Access to the site and services may not be legal by certain persons or in certain countries. If you access the site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed in all respects by the laws of the State of the PARTICIPATING BAR ASSOCIATION, excluding that state’s conflicts of laws provisions. Any action or proceeding arising out of or related to these Terms or your use of the site or services must be brought in the state or federal courts of the state of the PARTICIPATING BAR ASSOCIATION, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have with respect to your use of the sites or services must be commenced within one (1) year after the claim or cause of action arises. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms, and you expressly waive all rights of application or appeal, if any, to non-U.S. courts in connection with any question of law. A party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile with proof of receipt of transmission, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. The failure of PARTICIPATING BAR ASSOCIATIONS to act with respect to a breach of these Terms by you or others does not constitute a waiver and shall not limit PARTICIPATING BAR ASSOCIATIONS’S rights with respect to such breach or any subsequent breaches. These Terms set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter.