RANKINGS.IO, LLC TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”). By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions.
Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.
It is understood that these Terms and Conditions apply to all services provided by RANKINGS to Client. This explicitly includes any future, additional, or subsequent services provided by RANKINGS to Client beyond those contemplated in the Agreement.
- Payment Terms
Payment. All amounts owed to RANKINGS by Client must be paid to RANKINGS prior to RANKINGS performing its Services under the Agreement. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc. In RANKINGS’s sole discretion, RANKINGS may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front, in which case payment is due on the date as provided in the invoice.
Late Payments. Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.
Credit Card Payments. Client agrees to provide payment(s) to RANKINGS via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to RANKINGS. Unless revoked in writing, RANKINGS may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by RANKINGS by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release RANKINGS from any and all claims arising in connection with utilizing Client’s credit card pursuant to this Agreement.
Recurring Billing. Any recurring billing packages (including but not limited to RANKINGS’s ‘The Attorney Rankings System’) shall automatically renew for an additional twelve (12) month billing period unless otherwise provided in the Agreement or earlier terminated by the Client by providing written notice to RANKINGS of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).
- Geographic Exclusivity.
The parties agree that, in the event RANKINGS grants an area of exclusivity to the Client for the term of the Agreement, the exclusivity shall be limited only to Client’s primary practice area, as determined by RANKINGS. In no event shall any grant of geographic exclusivity by RANKINGS (including but not limited to with respect to RANKINGS’s ‘The Attorney Rankings System’) to Client provide for an area of exclusivity larger than a 20 mile radius from the Client’s Headquarters. For the purposes of these Terms and Conditions, “Headquarters” means the Client’s center of operations and principal place of business. Each Client shall have only one Headquarters. If Client has multiple offices, including virtual offices, and the Client and RANKINGS disagree over which of Client’s offices constitutes its Headquarters, then RANKINGS’s determination shall govern. Furthermore, no area of exclusivity granted to the Client shall extend into any jurisdiction where the Client is not licensed to practice law.
- Limitation of Liability.
IN NO CASE SHALL RANKINGS, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF RANKINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS .
IN NO EVENT WILL THE AGGREGATE OF RANKINGS, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST RANKINGS (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF RANKINGS, EXCEED THE AMOUNT OF THE AMOUNT PAID TO RANKINGS BY CLIENT UNDER THE AGREEMENT.
- Warranty And Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, RANKINGS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND RANKINGS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.
- Client’s Representations and Warranties.
Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms of these Terms and Conditions, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions.
To the fullest extent permitted by applicable law, Client agrees to indemnify and hold harmless RANKINGS, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “RANKINGS Parties”) from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising from or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions contained in the Agreement or these Terms and Conditions.
Client understands and agrees that RANKINGS reserves specified times and dates for Client. Accordingly, payments are non-refundable even if Client cancels the request for RANKINGS’s services, cancels the event, or changes the date of the event. RANKINGS may choose, at RANKINGS’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to RANKINGS; similarly, RANKINGS may choose, at RANKINGS’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that RANKINGS shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for RANKINGS’s services, cancels the event, or changes the date of the event.
- Excused Performance.
RANKINGS shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by RANKINGS, including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in RANKINGS’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes RANKINGS, provided, however, that under no circumstances shall RANKINGS be required to pay any monies or make any refund to Client.
- Dispute resolution.
Client agrees to provide RANKINGS with written notice of any claim, of any sort or nature, arising out of the Services or relating to RANKINGS, within six (6) months after Client first knows or reasonably should know of the act, omission, or default giving rise to the claim; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
Client must provide written notice via certified mail, return receipt requested, to: Sandberg Phoenix & von Gontard P.C., 15th Floor, 600 Washington Ave, St. Louis, MO 63101 Attn: Bhavik Patel. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against RANKINGS, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay RANKINGS’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed. If any such dispute, claim, or controversy cannot be resolved informally between the parties, then Client agrees that any claim must be commenced by filing a demand for arbitration under Section 11.
THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING RANKINGS, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) RANKINGS, ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR, OR (II) IF RANKINGS AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, RANKINGS ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE.
THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT RANKINGS FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION.
ALL COSTS AND EXPENSES INCURRED IN ARBITRATING ANY DISPUTE BETWEEN THE PARTIES SHALL be SPLIT EQUALLY BETWEEN THE PARTIES.
- Waiver of Jury Trial.
THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT AND THESE TERMS AND CONDITIONS.
- Non-solicitation of Employees, Contractors, or Agents.
Client hereby agrees that during the term of the Agreement and for a period of twenty-four (24) months immediately following the date of the last service provided by RANKINGS to Client, Client will not hire any employee, contractor, or agent of RANKINGS and will not, either directly or indirectly, solicit, induce, recruit, or encourage any RANKINGS employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of RANKINGS, either on behalf of the Client or for any other person or entity.
Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to RANKINGS, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, RANKINGS shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both RANKINGS and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes RANKINGS to recruit and train its employees, contractors, and agents. Both the Client and RANKINGS mutually agree that this provision is reasonable and not a penalty. Client and RANKINGS waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.
Client agrees to examine these Terms and Conditions prior to receiving any services by RANKINGS. These Terms and Conditions may be modified by RANKINGS on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from RANKINGS. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by providing written notice stating Client rejects the modification to RANKINGS’s legal counsel, via certified mail, return receipt requested, at Sandberg Phoenix & von Gontard P.C., 15th Floor, 600 Washington Ave, St. Louis, MO 63101 Attn: Bhavik Patel. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless RANKINGS and Client agree otherwise.
During the term of this Agreement and following the termination this Agreement for any reason, Client and RANKINGS mutually agree that they shall not make any public disparaging statements concerning their other party or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations..
- Non-Disclosure and Non-Use.
By operation of and performance under this Agreement, each Party (the “Receiving Party”) may have access to information that is confidential or proprietary to the other Party (the “Disclosing Party”). Without limitation, a Disclosing Party’s “Proprietary or Confidential Information” includes (a) the “Documentation” (defined to mean technical, procedural and administrative manuals, training materials, standard report forms and other materials that contain information regarding the operation and management of the Disclosing Party), all information contained in the Documentation or derived therefrom, and any trade secrets related thereto and (b) any trade secrets or confidential information of the Disclosing Party, including information disclosed by the Disclosing Party to the Receiving Party or learned by the Receiving Party as a result of its access to any personnel, systems, data, files, documents, offices, property or personnel of the Disclosing Party. Proprietary or Confidential Information shall not include information that: (i) is or becomes a part of the public domain; (ii) is lawfully disclosed to Receiving Party by a third party without restriction imposed by the third party on Receiving Party’s further disclosure of such information; or (iii) is independently developed by Receiving Party by its personnel not having access to such Proprietary or Confidential Information.
The Receiving Party agrees, both during the term of this Agreement and after termination, to hold Disclosing Party’s Proprietary or Confidential Information in strict confidence. Receiving Party agrees to take all reasonable steps to ensure that Proprietary or Confidential Information of Client is not disclosed or distributed by Receiving Party’s employees, agents or consultants.
Each Party acknowledges that any use or disclosure of Proprietary or Confidential Information other than as specifically provided for in this Agreement will result in irreparable injury and damage to the Disclosing Party not adequately compensable in monetary damages alone. Accordingly, the Receiving Party hereby agrees that, in the event of use or disclosure by the Receiving Party of Proprietary or Confidential Information (other than as specifically provided for in this Agreement or in another written agreement between the Parties), the Disclosing Party shall be entitled to preliminary and permanent injunctive relief and other equitable relief as granted by any court of competent jurisdiction.
In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that RANKINGS frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to RANKINGS within 45 days of when said payment is due shall be considered a material breach of the Agreement.
- General Terms.
Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a binding legal agreement between Client and RANKINGS and governs all services provided by RANKINGS to Client.
Waiver. RANKINGS’s failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.
Blue Pencil Doctrine. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
Severability. In the event that any provision contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, and is unable to be made enforceable under the above Blue Pencil Doctrine, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, at the election of the party for whose benefit the provision exists, be in any way impaired.
Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.
Gender and Number. Whenever the context of the Terms and Conditions requires, the masculine gender includes the feminine and neuter genders, and vice versa, and the singular number includes the plural, and vice versa.
Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either RANKINGS or Client.
Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Missouri and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Missouri. RANKINGS and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.
Venue. This Agreement is made under, and in all respects shall be interpreted, construed and governed by, and in accordance with, the laws of the State of Missouri without reference to the choice of law principles thereof. Any cause of action arising out of or related to this Agreement may only be brought in the local courts of applicable jurisdiction in the State of Missouri, St. Louis County, and the parties hereby submit to the exclusive jurisdiction and venue of such court.
Entire Agreement. The Agreement and these Terms and Conditions constitute the entire agreement between RANKINGS and Client. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.