TERMS OF SERVICE
These Terms of Service (“Terms”) are a binding legal agreement between LED Clients (the “Party”) and Legal Nurses Direct, LLC (“LED”). LED offers a network that allows service providers (“Service Providers”) to offer their services (“Services”) to attorneys who are currently seeking qualified legal experts for their clients (“Attorneys”). LED does not own, control, offer, or manage any Service Provider, Service, or Attorney. Service Providers and Attorneys are responsible for complying with all laws, rules, regulations, and contracts with third-parties (as applicable) that apply to Services.
1. LED’s Role. LED offers a platform that enables Service Providers and Attorneys to offer and accept Services related to attorney practice. LED does not and cannot control the conduct of Service Providers and Attorneys. All parties acknowledge that LED has the right, but not the obligation, to monitor the LED platform and verify information provided by Attorneys and Service Providers. Both Service Providers and Attorneys agree to cooperate with and assist LED in good faith, and to provide LED with such information and take such actions as may be reasonably requested by LED with respect to any investigation undertaken by LED regarding the LED platform.
2. Attorney Responsibilities. Each Attorney is responsible and liable for their own acts and omissions, which shall include but not be limited to complying with all of the Service Providers written rules and regulations for Services. In addition, it is the Attorney’s responsibility to investigate each Service Provider and the Services to determine whether it is suitable for the Attorney.
3. Services Through LED.
3.1 Attorneys. When a Service Provider agrees to provider Services to an Attorney, the Service Provider is entering into an agreement directly with the Attorney, and the Service Provider responsible for delivering Services under the terms communicated to LED. Any rules and regulations that a Service Provider includes must be consistent with these Terms, the information provided to LED, and prominently disclosed to the Attorney. Each Service Provider is responsible and liable for all of the Service Providers acts and omissions as well as the acts and omissions of anyone the Service Provider allows to participate in providing Services.
3.2 Independence of Service Providers. A Service Provider’s relationship with LED is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of LED. LED does not direct or control Services, and each Service Provider has complete discretion whether and when to provide Services, and on what terms, including all rules and regulations related to Services.
3.3 Legal Obligations. Each Service Provider is responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to Services, e.g., any required permits and licensing, etc.
4. Disclaimer of Warranties. LED provides its platform without warranty of any kind and LED disclaims all warranties, whether express or implied. For example: (i) LED do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Attorney, Service Provider, Service Provider Housing, or third party; (ii) LED does not warrant the performance or non-interruption of the LED platform; and (iii) LED does not warrant that verification, identity or background checks conducted (if any) will identify past misconduct or prevent future misconduct. The disclaimers in these Terms apply to the maximum extent permitted by law.
5. Limitations on Liability. Neither LED (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the LED platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the LED platform, (iii) any communications, interactions or meetings a party may have with another through, or as a result of, their use of the LED Platform, or (iv) use or delivery of Services whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not LED has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose. These limitations of liability and damages are fundamental elements of the agreement between each Party and LED.
6. Indemnification. To the maximum extent permitted by applicable law, each Attorney and Service Provider agrees to release, defend (at LED’s option), indemnify, and hold LED (including LED, other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) a party’s breach of these Terms (including any supplemental or additional terms that apply to a product or feature); (ii) any improper use of the LED Platform; (iii) a party’s interaction with any Attorney or Service Provider or participation in Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use; or (iv) a party’s breach of any laws, regulations or third party rights such as intellectual property or privacy rights.
7. Listing Content. If a Service Provider provides text or images (“SP Content”) to LED, the Service Provider warrants to LED that they have legal right, whether by ownership, license, or otherwise, to transmit, display, and use the underlying associated SP Content. The Service Provider is solely responsible for insuring they do not infringe the rights of any third parties in such SP Content and for any legal damages caused by their transmission, use, or displayer of SP Content. In addition, LED has no control over SP Content provided by Service Providers nor is LED responsible for monitoring or filtering any SP Content, and therefore does not guarantee the quality, accuracy, or integrity of such SP Content. If any SP Content is reported to LED as being in violation of third-party rights (e.g., copyright), LED may require the Service Provider to retract or otherwise modify the SP Content within twenty-four (24) hours of being notified by LED. If the Service Provider fails to comply with such a request, LED has full authority and sole discretion to remove the offending SP Content, restrict the ability of a Service Provider to post further SP Content, and to immediately terminate the Service Provider’s account. While LED does not make any ownership claims to SP Content, by providing such SP Content to LED, the Service Provider grants LED a perpetual, world-wide, royalty-free, irrevocable license to use, display, and redistribute SP Content in any form.
8. Termination. LED may terminate any Attorney or Service Provider’s participation in LED’s platform for any nonpayment owed to LED when past due, or any other breach of these Terms upon thirty (30) days prior written notice and the Attorney or Service Provider’s failure to comply within that time.
9. General Provisions.
9.1 Entire Agreement. These Terms sets forth the entire understanding of the parties with respect to LED. These Terms supersede any and all prior negotiations, discussions, agreements, and understandings between the parties. In addition, it is a material provision of these Terms that the parties each read and consent to every provision under these Terms. Any later contention or allegation to the contrary shall constitute a material breach under these Terms.
9.2 Applicable Law. These Terms will be construed, applied, and enforced in accordance with the laws of the state of Oregon. This is a material provision and any action brought in another forum shall be considered a breach entitling the aggrieved party to injunctive relief, among other remedies.
9.3 Attorney Fees. If an action is instituted to enforce or interpret any of these Terms, the prevailing party will recover from the losing party reasonable attorney fees incurred in the action as set by the trial court or arbitrators, as the case may be, and, in the event of appeal, as set by the appellate courts.
9.4 Number, Gender, and Captions. As used herein the singular shall include the plural, and the plural the singular. The masculine and neuter shall include the masculine, feminine and neuter, as the context requires. All captions used herein are intended solely for convenience of reference and shall in no way limit any of the provisions of these Terms.