If you do not agree to be bound by the provisions of the Agreement, do not access or use this Site. By accessing or using this Site, you acknowledge and agree that (a) you have read, and you are bound by, all of the provisions of the Agreement, (b) the Agreement constitutes a legal and binding agreement between you and the Jacksonville Bar Association (“we,” “us,” “our”) and (c) the Agreement constitutes the entire agreement between you and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site. Other than the Agreement, and any agreement between you and us regarding the sale of products/services, we will not enter into any other agreement with you through this Site. Your rights to access or use this Site may be limited further by federal, state, local, or jurisdictional laws, regulations and rules.
You should direct questions, suggestions, and concerns regarding these Terms to firstname.lastname@example.org. We make these Terms readily available on our home page and at the bottom of every page of the Site.
1. Changes to the Agreement.
We reserve the right, in our sole and absolute discretion, to amend, change, delete, modify, revise or update these Terms at any time without notice to you. Any such amendments, changes, deletions, modifications, revisions or updates will be effective immediately upon their publication on this Site. Accordingly, you acknowledge and agree that your continued access to and use of this Site after any such amendments, changes, deletions, modifications, revisions or updates will constitute your acknowledgement and agreement to be bound by such amendments, changes, deletions, modifications, revisions or updates. Because of the possibility that the Agreement could change between your visits to this Site, we recommend that you check these Terms each time you visit this Site.
2. Scope of the Agreement.
The Agreement governs your access to and use of this Site and all applications and services, including but not limited to the sale of products/services, available via this Site (collectively, the “Services”), except to the extent the Services are the subject of a separate agreement.
We cannot guarantee the availability of all of the Services displayed on this Site at all times.
5. Site Ownership; Limited License
We own this Site. All and any intellectual property rights (collectively, the “Intellectual Property”) associated with this Site and/or its contents, including the text, graphics, images, software, audio and video clips, links, logos, icons and other items and materials contained on this Site (collectively, the “Content”), are our exclusive property and/or the exclusive property of individuals or entities with whom with we have relationships. All custom text, graphics, images, audio and video clips, logos, icons and other items contained on this Site are our trademarks, trade dress or service marks (collectively, the “Marks”), and/or the trademarks, trade dress or service marks of other individuals or entities that have granted us a license to use the Marks. The Intellectual Property, the Content and the Marks are protected by copyright, trade secret, trademark, trade dress, service mark, unfair competition and other applicable laws, regulations and rules in the United States and other jurisdictions, whether or not such protections are expressly identified in these Terms. Except to the extent expressly provided in these Terms, you may not amend, assign, change, communicate, convey, copy, create derivative works from, display, distribute, exploit, export, import, lease, loan, modify, post, publish, redistribute, rent, reproduce, republish, retransmit, revise, sell, transfer, transmit, update, upload or otherwise use, in whole or in part, the Intellectual Property, the Content or the Marks, or any portion thereof, without our prior express written consent or, if not owned by us, the prior express written consent of the appropriate individuals or entities.
Subject to the provisions contained in these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, personal and revocable license to access and use this Site, the Services and the Content (i) in the manner presented by us, and (ii) to the extent expressly provided in the Agreement. Your use of the Site may create a copy of the Intellectual Property, Content and/or Marks into your computer’s random access memory, hard drive and/or proxy server; we permit such limited use under these Terms. We do not grant any other right or license with respect to the Intellectual Property, the Services or the Content, and none is implied.
6. Restrictions on the Use of this Site
In addition to the other restrictions contained in the Agreement, you acknowledge and agree that you will not, directly or indirectly, without our prior express written consent, do any of the following:
- forge headers or otherwise manipulate identifiers (including URLs) to disguise the origin of information transmitted to or through this Site,
- access or use this Site, the Services or the Content for any purpose or in any manner inconsistent with the provisions of the Agreement,
- violate any federal, state, local or jurisdictional law, rule or regulation while accessing or using this Site, the Services or the Content,
- infringe upon or violate the intellectual property rights, privacy rights, moral rights, rights of attribution or any other similar rights of any individual or entity while accessing or using this Site, the Services or the Content,
- post, publish or transmit any information on this Site that is abusive, defamatory, false, harassing, harmful, inaccurate, inappropriate, libelous, misleading, offensive, obscene, profane, sexually explicit, threatening, unlawful, vulgar or otherwise objectionable,
- post or publish any information on this Site that is intended to advertise or solicit business, including any multi-level marketing scheme, or that is a chain letter or part of a pyramid scheme,
- install, upload or otherwise introduce any material to this Site that contains any time bombs, trojan horses, viruses, worms or other computer programming routines that could alter damage, expropriate, intercept or interfere with this Site, the Services or the Content,
- transmit spam, bulk or unsolicited communications,
- frame or utilize framing techniques to enclose any portion or aspect of the Content,
- corrupt, hack, modify or otherwise tamper with this Site, the Services or the Content,
- use any network monitoring or discovery software to determine the Site architecture, or extract information about usage, individual identities or users,
- use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site or the Content without our prior written permission,
- collect or store personal data about other users unless specifically authorized by such users,
- use or otherwise export or re-export this Site or any portion thereof, or the Content, in violation of the export control laws and regulations of the United States of America.
- impersonate any individual or misrepresent your affiliation with any individual or entity, or
- access or use this Site in any manner that reflects negatively on our reputation or goodwill.
As a condition of your use of this Site, you represent and warrant to us that you will not use this Site for any purpose that is unlawful, immoral or prohibited by the Agreement.
7. No Legal Advice.
We do not intend Content to, and it does not, constitute legal advice. Your use of this Site does not form any attorney-client relationship with us or any user of the Site. User Information published to the Site is not confidential.
8. User Information
Certain areas of the Site may permit you to provide answers, comments, feedback, ideas, messages, questions, suggestions, techniques, uploaded files and similar information through blogs or other online functions (“User Information”). Nothing requires you to disclose your identity to others. If you choose to post, publish or transmit User Information using any Site function or service, you do so at your own risk. If you provide User Information, we will not treat User Information as “Personal Information” for purposes of the Policy.
You are granting us an irrevocable, royalty-free, unlimited and worldwide license to assign, communicate, convey, copy, create derivative works from, display, distribute, exploit, export, lease, loan, post, publish, redistribute, rent, reproduce, republish, retransmit, sell, transfer, transmit or otherwise use User Information for any purpose whatsoever. You also waive any and all claims against us regarding the use of User Information, including any claims regarding infringement of intellectual property rights. We reserve the right, in our sole and absolute discretion, to amend, change, delete, modify, reject, revise, or update any of User Information at any time without notice to you.
We are not responsible for the privacy or security of any User Information that you choose to communicate or exchange using the functionality of the Site. Each item of User Information must be content and information that you have a right to disclose and transfer and must not violate any other person’s privacy or intellectual property rights.
With respect to any individual’s personal information that you provide to us, you represent and warrant to us that you have obtained all necessary consents for the processing of that individual’s personal information, including the transmission of such data in the United States or any other country whose laws, regulations and rules may not provide the same level of protection for the personal data as the laws, regulations and rules of that individual’s country of origin.
9. Notice to Attorney Users.
If you are an attorney participating in any aspect of this Site, including but not limited to blogs, message boards, chat rooms or email forums, you acknowledge that the Rules of Professional Conduct of the jurisdictions where you are licensed (“Rules”) apply to all aspects of your participation and that you will abide by these Rules. These Rules include, but are not limited to, the rules relating to advertising, solicitation of clients, unauthorized practice of law, and misrepresentations of fact. We disclaim all responsibility for your compliance with these Rules. You further agree and acknowledge that when you participate in any blogs, message boards, chat rooms or email forums on this Site, you will not offer legal advice, but will only provide general information.
As a courtesy to you, the Site may contain links to websites and resources owned by other individuals and entities, including those of our sponsors (collectively, the “Third Party Sites”). We have no access to or control over Third Party Sites or cookies used by Third Party Sites. When you access those links, you are leaving the Site and are accessing the Third Party Sites at your own risk. We do not endorse and are not responsible for the information and content contained on Third Party Sites; nor are we responsible for maintaining links to or availability of Third Party Sites. It is your responsibility to guard against time bombs, trojan horses, viruses, worms or other computer programming routines that could alter damage, expropriate, intercept or interfere with your computer system.
We prohibit you from linking to any page of the Site (including through deep links or framed links) in the absence of a separate linking agreement with us. Any website or other device that links to http:\\www.jaxbar.org or any pages or sub-domains is prohibited, without our prior express written consent, from (a) replicating the Content, (b) using a browser or border environment around the Content, (c) implying in any fashion that we or any of our business partners or sponsors are endorsing it or its products/services, (d) stating any fact, or failing to state any fact, that is misleading or that otherwise implies that we or any of our business partners or sponsors are endorsing it or any of its products/services or that we or any of our business partners or sponsors has any relationship with it, (e) presenting false information about us or our products/services, and (f) using any of the Intellectual Property, the Content or the Marks.
11. Member Account, Password and Security
Members of the Jacksonville Bar Association and certain visitors using our Services will be required to select a username and password. If this applies to you, you are entirely responsible for maintaining the confidentiality of your username and password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to any authorized or unauthorized use of your account. You may not use another’s account without the permission of the account holder.
12. Site Connection and Monitoring
You acknowledge and agree that you are responsible for (a) providing all personal computer and communications equipment necessary to access and use this Site, (b) all charges related to connecting to this Site, and (c) obtaining or providing all telephone access lines, telephone and computer equipment (including modems), or other access devices that are necessary to access and use this Site. Any dispute or problem regarding internet connection is between you and your local phone company or internet service provider.
We are under no obligation to monitor this Site. However, you acknowledge and agree that we may monitor this Site to (a) comply with any necessary laws, regulations and rules, (b) operate this Site properly, or (c) protect you, us or our business partners and sponsors.
13. Site Location; International Users
This Site originates from Jacksonville, Florida, United States of America. We make no representations or warranties that this Site, the Services and/or the Content are appropriate or available for use in any location other than Jacksonville, Florida, including any location outside of the United States. The United States and certain other jurisdictions control the export of products, services and information. You acknowledge and agree that you will comply with all of the United States’ and other applicable jurisdictions’ laws, rules and regulations regarding (a) the import, export and re-export of the Services and the Content to individuals or entities located outside of the United States, (b) content posted, published and/or transmitted over the Internet, and (c) the posting, publishing and/or transmission of technical data imported, exported or re-exported from the United States or the country in which you physically reside.
You acknowledge and agree that we, in our sole and absolute discretion, may discontinue, limit, suspend or terminate your access to and/or use of the Site, the Services and/or the Content at any time, and for any reason (including your lack of use of the Site or your breach of the Agreement), without notice to you (even if other individuals and entities continue to have access to and use of the Site, the Services and/or the Content). If we discontinue, suspend or terminate your access to or use of the Site, the Service or the Content, you acknowledge and agree that you will (a) discontinue your access to and use of the Site, the Services and/or the Content, as applicable, immediately, and (b) destroy any copies of the Content in your possession immediately. Your access or use of the Site, the Services or the Content after any discontinuation, suspension or termination will constitute an act of trespass.
You agree to indemnify and defend us, and our successors, assigns, partners, members, owners, shareholders, trustees, directors, officers, affiliates, licensors, licensees, agents and representatives (collectively the “Indemnified Parties”), with respect to, and hold the Indemnified Parties harmless from, any claims, damages, expenses (including reasonable attorneys’ and paralegals’ costs, expenses and fees) and other losses that the Indemnified Parties, or any of them, may directly or indirectly incur or suffer arising out of, based upon, connected with, incidental to or related to (a) your access to or use of the Site, the Services, the Content, the Third Party Sites or the Internet, (b) your posting, publishing or transmitting of User Information on, through or to this Site or the Third Party Sites, (c) any discontinuation, suspension or termination of the Site, the Services or the Content, and (d) your violations of any of the provisions of the Agreement.
16. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, WE, ON BEHALF OF OURSELVES AND THE REMAINING INDEMNIFIED PARTIES, EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY CONSEQUENTIAL, DIRECT, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER CLAIMS, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ AND PARALEGALS’ COSTS, EXPENSES AND FEES) OR LOSSES, INCLUDING DAMAGES FOR LOSS OF USE OF THE SERVICES, THE CONTENT OR ACCESS TO THIS SITE FOR WHATEVER REASON INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE TO PERFORM DUE TO ACTS OF GOD, THEFT, DESTRUCTION OR UNAUTHORIZED USE OF RECORDS OR PROGRAMS, LOST ACCESS TO THIS SITE, LOST GOODWILL OR PROFITS, OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, ARISING OUT OF, BASED UPON, CONNECTED WITH, INCIDENTAL TO OR RELATED TO THE FOLLOWING:
- YOUR ACCESS TO OR USE OF THE SITE, THE SERVICES, THE CONTENT, THE THIRD PARTY SITES OR THE INTERNET,
- YOUR POSTING, PUBLISHING OR TRANSMITTING OF THE USER INFORMATION ON, THROUGH OR TO THIS SITE OR THE THIRD PARTY SITES,
- ANY DISCONTINUATION, SUSPENSION OR TERMINATION OF THE SITE, THE SERVICES OR THE CONTENT, AND
- YOUR VIOLATION OF ANY OF THE PROVISIONS OF THE AGREEMENT, EVEN IF WE WERE ADVISED OF SUCH POSSIBILITY, OR IF SUCH CLAIM, DAMAGE, EXPENSE OR LOSS WAS FORESEEABLE IN ANY WAY.
IN THE EVENT ANY INDEMNIFIED PARTY IS FOUND TO BE RESPONSIBLE TO YOU FOR ANY CLAIM, DAMAGE, EXPENSE OR LOSS, SUCH INDEMNIFIED PARTY WILL BE LIABLE ONLY FOR ACTUAL CLAIMS, DAMAGES, EXPENSES OR LOSSES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR REMEDIES CONTAINED IN THE AGREEMENT ARE EXCLUSIVE.
Before seeking legal recourse for any claim, cost, damage, expense or claim that you believe you have suffered as a result of your access to or use of the Site, the Services or the Content, you acknowledge and agree that you will give us at least thirty (30) days’ written notice prior to initiating any legal action, which notice must specify the claim, cost, damage or expense.
17. Disclaimer of Warranties
THIS SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR ACCESS TO THIS SITE AND YOUR USE OF THE SERVICES, THE CONTENT AND THE INTERNET, ARE AT YOUR SOLE RISK. YOU SOLELY ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF DATA RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET.
NEITHER WE, NOR ANY OF THE REMAINING INDEMNIFIED PARTIES, MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND REGARDING (A) THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, INCLUDING WITH RESPECT TO THE ACCURACY, APPROPRIATENESS, AVAILABILITY, COMPLETENESS, FREEDOM FROM VIRUSES, BUGS, ERRORS OR OTHER HARMFUL COMPONENTS, PERFORMANCE, QUALITY, SECURITY OR TIMELINESS OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, OR (B) THE THIRD PARTY SITES.
NO ORAL ADVICE FROM US OR ADVICE OR INFORMATION PROVIDED ON THIS SITE SHALL CREATE ANY WARRANTY THAT WE HAVE NOT OTHERWISE EXPRESSLY STATED IN THE AGREEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, WE, TOGETHER WITH OUR AFFILIATES AND LICENSORS, EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES AND ENDORSEMENTS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES BASED ON TRADE USAGE, COURSE OF PERFORMANCE OR COURSE OF DEALING, IN EACH CASE REGARDING THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE LIMITATIONS CONTAINED IN THIS SECTION OF THE AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED $100.00.
YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS CONTAINED IN THESE TERMS ARE FAIR AND REASONABLE.
18. Survival of Certain Provisions
The termination or expiration of these Terms for any reason will not terminate the obligations or liabilities of the parties under these Terms, including those regarding warranties, liabilities, proprietary rights and any others that by their sense and context are intended to survive the execution, delivery, performance, termination and expiration of these Terms.
19. Governing Law, Waiver of Jury Trial and Venue
The Agreement will be construed, governed by and interpreted in accordance with the domestic laws of the State of Florida without giving effect to any choice of law or any conflicting provision, rule or term (whether of the State of Florida or any other jurisdiction) that would cause the Laws of any jurisdiction other than the State of Florida to be applied. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement or the construction and interpretation hereof.
20. Jurisdiction and Venue
Subject to the Paragraph in these Terms entitled “Arbitration,” we and you irrevocably and unconditionally submit ourselves and our respective properties to the exclusive jurisdiction and venue of any Florida state court or United States federal court sitting in Duval County, Florida, and any appellate court from any such Florida state court or federal court (each individually, a “Florida Court”), in any action, appeal, investigation, proceeding or suit before any arbitrator, governmental authority or mediator, including bankruptcy and insolvency proceedings (each a “Proceeding”) arising out of, based upon, connected with, incidental to or related to the Agreement or your use of the Site, or for enforcement or recognition of any judgment arising therefrom, based upon, connected thereto, incidental thereto or related thereto. We and you irrevocably and unconditionally waive, to the fullest extent we and you effectively and legally may do so, (a) any objection that we or you now or hereafter may have to the laying of venue of any Proceeding arising out of, based upon, connected with, incidental to or related to the Agreement in any Florida Court and (B) the claim or defense of an inconvenient forum to the maintenance of such Proceeding in any Florida Court.
If any dispute arising out of, based upon, connected with, incidental to or related to the Agreement has not been resolved by negotiation, then either we or you may initiate arbitration by filing a written demand for arbitration. Arbitration will be administered by the American Arbitration Association, or its successor (the “AAA”) in accordance with the AAA’s Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection in effect at the time of the demand for arbitration, by a sole arbitrator. We and you will cooperate with the AAA and with one another in selecting an arbitrator from the AAA’s panel of neutrals, and in scheduling the arbitration proceedings. The arbitrator must be a person having experience with and knowledge of computers, technology and technology-related businesses. Any award or final decision rendered pursuant to an arbitration conducted pursuant to this Paragraph will be binding and enforceable by any court of competent jurisdiction, and judgment on the award or decision may be entered in any such court. The arbitration will take place in Jacksonville, Florida. The arbitrator will not be empowered to award a remedy beyond those permitted under the Agreement. The arbitration and all related Proceedings and discovery will take place pursuant to a protective order entered by the arbitrator that adequately protects the confidential nature of your and our confidential and proprietary information, and our negotiations and arbitration proceedings.
We will have and retain all remedies and rights existing our favor under the Agreement, at law or in equity, including rights to bring actions for injunctive relief, specific performance and other equitable relief to enforce or prevent a breach of or default under, or threatened breach of or default under, any provision contained in the Agreement. You acknowledge and agree that the provisions contained in the Agreement provide a special and unique benefit to us, and that your breach of or default under, or threatened breach of or default under, any of the provisions contained in the Agreement will result in (a) an irreparable injury to us, (b) us not having an inadequate remedy at law and (c) us suffering damages that cannot be measured strictly in monetary terms. Accordingly, upon our adequate proof of your breach of or default under, or threatened breach of or default under, any provision contained in the Agreement, we will be entitled to receive immediate relief enjoining any further or threatened breach of or default under any of, or requiring specific performance pursuant to, the provisions contained in the Agreement in order to enforce or prevent any violations of the provisions contained in the Agreement (without posting a bond or other security). You waive the claim or defense that we have an adequate remedy at law.
23. Miscellaneous Terms
If any provision of the Agreement is found to be invalid or unenforceable by any court having competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of the Agreement, which will remain in full force and effect. No waiver of any provision of the Agreement will be deemed a further or continuing waiver of the provision, or of any other provision. We may assign our rights and obligations under the Agreement to any individual or entity at any time and without notice to you. The section headings used in the Agreement are for convenience only and have no legal effect.
24. User Eligibility.
If you are under the age of 18, you may not access or use this Site without supervision by your parent or legal guardian. Children under the age of 13 may not use this Site and parents or legal guardians may not agree to the Agreement on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our best efforts to remove the personal information permanently from our files.