A Contact is considered to be a converted Contact immediately upon being e-signed or Participant undertaking representation of the Contact. There shall be no refund to Participant if a Contact (client) terminates client’s representation or Participant terminates representation of the client after becoming a converted lead.
In order to dispute the validity of a Contact or converted Contact, Participant must do so within 5 business days of receiving the Contact and/or the Contact being e-signed.
Payment Terms for the Service Fees. Participant agrees to pay AIG by way of automatic charge to the credit card provided for in Section 3 herein. All Service Fees will be due and will be charged at the beginning of any new marketing campaign. The charge applied will be equal to the amount of Contacts in areas selected in Section 1 multiplied by (the “Service Fees”) listed in Section 1. By signing a copy of this Agreement, Participant hereby authorizes AIG to charge Participant’s credit card provided for in Section 3 herein for all Services Fees due plus a 3.5% credit card processing fee as per the terms of this Agreement for the duration of the Term of this Agreement.
Invoicing. AIG will provide, upon written request by Participant, a record of all Contacts sent to Participant for a certain time period as requested by Participant. This invoice will include Identifying Information sufficient to ensure Participant will be able to identify the Contact in question.
Late Payment/No Payment. If AIG is unable to process payment for any reason due to Participant’s lack of credit or funds, or lack of current or correct credit information, Participant’s payment will be considered a late payment or a non-payment. Participant agrees that all services rendered to the point of cancellation due to lack of payment or late payment of this Agreement will be due to AIG. If Participant is more than five (5) days late in payment for any Service Fees, AIG, in its sole discretion, reserves the right to take any and all of the following actions:
Ethics. AIG does not warrant that Participant’s participation in the services complies with any state’s ethical obligations regarding the practice of law. AIG makes no warranties, express or implied, as to the ethics of participation in the marketing program, and expressly disclaims any liability in connection therewith. AIG understands that Participant either has or will consult with ethics counsel and will operate in accordance with the advice of such counsel.
Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed received when (a) delivered personally, (b) one (1) day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt, or (c) sent by e-mail. Unless otherwise indicated in writing by either party to the other party, all communications shall be sent to the address set forth for each party on the signature page and/or first page hereto, or, if this Agreement is signed electronically, (i) for AIG all electronic notices shall be sent to email@example.com, firstname.lastname@example.org, and email@example.com and (ii) for Participant, all electronic notices shall be sent to their contact email address.
Change in Fees. AIG has the sole right and discretion to change the amount of fees at any time. AIG will notify the Participant prior to any changes in fees.
Marketing communications. Participant agrees to receive limited marketing communications from Alliance Injury Group in the form of emails and/or other methods of communication.
Warranties. AIG warrants to Participant that all Services provided hereunder will be performed in a professional manner consistent with industry practices. Neither AIG nor any affiliate, parent company or subsidiary makes any other warranties of any kind regarding the Services or otherwise, either expressed or implied, including, without limitation, (a) warranties or merchantability or fitness for a particular purpose, (b) that the delivery of any Contacts will be error free, (c) as to the results that may be obtained as a result of AIG’s and/or Participant’s marketing efforts, or (d) that any Web site will be continuously available.
Breach of Participant’s obligations. If Participant breaches any of its obligations under this Agreement, including the failure to timely pay any fees or other monies owed, AIG shall be permitted, at its sole discretion, to do any or all of the following (it being understood that such remedies are not exclusive of one another or any other remedies AIG may have at equity or law): (1) terminate this Agreement without notice, in which case fees shall remain due and owing to AIG for all services provided prior to the date of termination; (2) temporarily suspend this Agreement without notice (it being understood that AIG shall retain the right to reinstate this Agreement at any time in it’s sole discretion); (3) for unpaid Fees, assess interest at the maximum amount allowed by law; and/or (4) collect from Participant reimbursement for all costs, including attorneys’ fees, incurred by AIG in collecting any fees or other monies owed to it by Participant, or otherwise enforcing its rights under this Agreement.
AIG’s Intellectual Property. AIG shall at all times retain sole and exclusive ownership of, or, as applicable, sole and exclusive rights as a Participant or sublicense of, all of copyrights, trademarks, trade names, trade dress, patents, software, source code, object code and other intellectual property employed in providing these cooperative services to Participant. This Agreement shall not be construed to convey, assign, sell or transfer any copyrighted, trademarked, or other material that AIG does not have the right to convey or assign or which is otherwise not specifically identified herein.
AIG may provide Participant with proprietary software, code or other similar materials solely in connection with providing the services hereunder. Subject to the terms and conditions of this Agreement, AIG grants to Participant a world-wide, revocable, non-exclusive, non-transferable, non-sublicensable, limited use license to access and use the such software or other materials solely in connection with Participant’s business and solely to the extent expressly set forth in this Agreement. Such license shall immediately expire upon expiration of the Term or termination of this Agreement by either party for any reason.
Infringement of Intellectual Property Rights. Participant acknowledges and agrees that the Site and any necessary software used in connection with the Site may contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Nothing in this Agreement grants or should be construed to grant any rights, by implication, estoppel or otherwise, under copyright or other intellectual property rights. Participant agrees that all right, title and interest (including all copyrights, trademarks, service marks, patents and other intellectual property rights) in this Site and its content belong to AIG. No part of the materials including graphics or logos, available in this Site may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, without specific permission. Except as expressly authorized by us, you further agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the software, in whole or in part. Further, Participant grants to AIG a non-exclusive license to use the Participant Content, as well as any other copyrights, trade names and/or trademarks of Participant, solely to the extent necessary for AIG to provide the services contemplated by this Agreement (which includes, without limitation, (i) the right to make copies, create illustrations, display personal and/or corporate name(s), and display other pictures and materials, and (ii) for purposes of promoting AIG to the public and other potential customers). Such license shall include the right of AIG’s employees, agents and contractors to view Participant Content for administrative purposes.
Confidentiality. AIG and Participant each agree to treat as confidential all confidential information of the other party, not to use such confidential information except as set forth herein and not to disclose such confidential information to any third party except as may be reasonably required to pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of confidential information disclosed to it by the other party under this Agreement, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. Notwithstanding the foregoing, neither party hereto shall have liability to the other with regard to any confidential information of the other which: (i) was in the public domain at the time it was disclosed or enters the public domain through no fault of the receiver; (ii) was known to the receiver, without restriction, at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure; (iii) is disclosed with the prior, written approval of the discloser; (iv) was independently developed by the receiver without any use of such confidential information; (v) becomes known to the receiver, without restriction, from a source other than the discloser, without breach of this Agreement by receiver; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, provided, however, that the receiver shall provide prompt notice thereof to enable the discloser to seek a protective order to otherwise prevent such disclosure.
Indemnification. Participant agrees to defend, indemnify, and hold harmless AIG and where applicable, its past and present shareholders, members, parent companies, partners, Participants, consultants, affiliates, contractors, subsidiaries, successors, predecessors, assigns, officers, directors, managers, employees, attorneys, agents, and all third parties working with AIG in connection with any of the services contemplated under this agreement, from and against any and all losses, claims, controversies, causes of action, demands, torts, damages, costs, attorney’s fees and liabilities of any kind actually or allegedly related to or arising out of:
Any breach by Participant of this Agreement, including any breach of its representations or warranties set forth herein;
Any professional malpractice or other breach of duty by Participant in the course of its communications with requestors or the legal representation of its clients in any matter;
Allegations of infringement or any other use by AIG of any Participant Content or any of Participant’s intellectual property;
Any increase or decrease in the number or amount of referrals, business or profits of any kind or from any source.
Limitations of Liability. AIG shall not be held liable for any special, indirect, incidental or consequential damages arising out of the services or otherwise arising out of this Agreement, regardless of whether a claim is based on contract, tort, strict liability or otherwise, or whether caused by AIG, its affiliates, agents, employees, subsidiaries, representatives, assigns or otherwise. In addition, AIG’s total liability hereunder shall not exceed the aggregate fees paid to AIG during the three (3)-month period preceding any claim. Furthermore, Participant hereby agrees and acknowledges that any liability arising out of this Agreement or the business relationship between AIG and Participant shall be limited to AIG, and Participant shall not seek to collect any amounts or damages from any party with which AIG does business. To the extent Participant breaches this Section by seeking to collect any amounts from any such third party, such third party shall be deemed to be a third-party beneficiary of this Section and shall be entitled to have such claim dismissed on account of Participant’s agreements set forth in this Section. Participant shall provide AIG timely written notice of any error, omission, or violation of any third party right by AIG of any kind, immediately upon learning of same.
Entire Agreement; Amendment. This Agreement cancels and supersedes all prior written and unwritten agreements and understandings between the parties pertaining to the matters covered in this Agreement. No obligations, agreement or understanding shall be implied from any course of dealing, as all obligations, agreements and understanding with respect to the subject matter hereof are expressly set forth herein. All understandings and agreements, whether written or oral, heretofore had between the parties are merged into this Agreement, which alone fully and completely expresses the parties’ total agreement. Any amendments to this Agreement shall be effective only if reduced to writing, delivered via email to Participant and AIG at least one (1) business day before any amendments take effect and signed by AIG.
Venue and Choice of Law. This Agreement is intended to and shall be governed by the laws of the State of Alabama (without regard to its rules regarding conflicts of laws). Exclusive venue for any applicable state or federal court, or arbitration tribunal, shall lie within Jefferson County, Alabama.
Arbitration. Except as provided below, any controversy or claim asserted by Participant or AIG, arising out of or relating to this Agreement, or the breach hereof, shall be resolved by binding arbitration in accordance with the rules, then obtaining, of the American Arbitration Association (Commercial Rules), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue in Jefferson County, State of Alabama.
Any claim arising from this Agreement or the services offered herewith shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. In the event of any arbitration or litigation arising out of or relating to this Agreement, the substantially prevailing party in such action shall be entitled to recover all costs and fees associated therewith including, without limitation, attorneys’ fees.
Assignment; Binding Agreement. AIG shall be permitted to assign this Agreement, without the consent of Participant, (i) to an affiliate, parent company or subsidiary, and (ii) in connection with a merger or sale of substantially all of AIG’s equity or assets. Upon any such assignment by AIG, all references to “Alliance Injury Group, LLC” in this Agreement shall be deemed to be references to Alliance Injury Group, LLC’s assignee of its rights and obligations under this Agreement, and AIG shall have no further obligations under this Agreement. Participant may not sell, transfer or otherwise assign its rights under this Agreement without the written approval of AIG (which approval may be granted or withheld in AIG’s sole discretion). This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties.
Participant shall not assign any part of this Agreement without express written consent of AIG. Participant must request, in writing, for permission to assign any part of this Agreement. AIG may or may not accept assignment and will notify Participant in writing of the same. Participant must request permission of assignment at least 60 days before the assignment is to take place. If AIG does not grant permission for assignment, absolutely no assignment of any part of this Agreement is allowed.
No Waiver. The waiver of any provision or breach of this Agreement shall not be deemed a waiver of any other provision or breach of this Agreement.
Duplicate Counterparts; Acceptance of Service. This Agreement may be executed in duplicate counterparts to the extent a hard copy of this Agreement is to be signed, and each such executed counterpart shall be deemed an original. Further, to the extent a hard copy of this Agreement is to be signed, as AIG has provided Participant with a copy of this Agreement, combined with the delivery of Services and acceptance of payment in full or in part by Alliance Injury Group, LLC, will be deemed to constitute acceptance of this Agreement by both parties, whether or not this Agreement has been signed by either or both parties.
Outsourcing. Participant hereby acknowledges that AIG may, in its sole discretion, outsource and/or subcontract certain functions in providing the services contemplated hereunder. AIG shall not be liable for any actions of any such third party.
Force Majeure. AIG shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to a force majeure event or other circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, labor disturbance, interruption of or delay in transportation, unavailability of third party services, failure of third party software or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the services contemplated hereunder.
Independent Contractors. The relationship of AIG and Participant established by the Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
Severability Clause. If any part of this Agreement is determined to be illegal and/or unenforceable, all other parts shall be given effect separately and not be affected.