Terms of Use

1.         Background

1.1       Use of Aliunde’s products, software, services, and web site (referred to collectively as the “Services” in these Terms of Use and excluding any services or products provided to you by Aliunde under a separate written agreement) is subject to the terms of a legal agreement between each user and Aliunde. “Aliunde” means Aliunde LLC, whose principal place of business is at 1550 N. Cleveland Ave., Chicago, IL 60610, United States. These Terms of Use set out the terms and conditions of that legal agreement.

 1.2       These Terms of Use form a legally binding agreement between each user of the Services and Aliunde.

 1.3      In these Terms of Use, “Client User” means a user of the Services as a consumer or potential consumer of legal services, and “Lawyer User” means a user of the Services as a lawyer, law firm or other provider of legal services. “User” means either a Client User or a Lawyer User.

2.         Accepting these Terms of Use

2.1       In order to use the Services, each User must first agree to these Terms of Use.

2.2       Users accept these Terms of Use by:

(A)       clicking to accept or agree to these Terms of Use, where this option is made available by Aliunde in the user interface for any Service; or

(B)       by actually using the Services. In this case, Aliunde will treat your use of the Services as acceptance of these Terms of Use from that point onwards.

2.3       You may not use the Services and may not accept these Terms of Use if (A) you are not of legal age to form a binding contract, or (B) you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services.

3.         The Services

3.1      The Services are web-based services that facilitate communication between potential consumers of legal services and lawyers and other legal professionals. The core elements of the Services consist of a platform that Client Users use to describe and post matters for which they seek or potentially seek legal services (such postings, “RFPs”) and that Lawyer Users seeking to provide such legal services use to post responses (“Responses”).

3.2      Aliunde is not a law firm or legal service provider and does not provide legal advice or legal services. Use of the Services does not create an attorney-client relationship between Aliunde and any Client User or any other person. Without limiting the generality of the foregoing, (A) posting an RFP will not create an attorney-client relationship between the posting Client User and Aliunde and (B) no email or other communications between you and Aliunde will create an attorney-client relationship between you and Aliunde.  

3.3      Aliunde is not a referral service. Aliunde does not screen, select, refer, or recommend any particular lawyer, law firm or other legal service provider. Nor does Aliunde screen legal matters for which Client Users seek or potentially seek legal services.

3.4      Aliunde is a fee-based service. Users are required to pay the fees set by Aliunde in order to use the Services. Client Users acknowledge that, in general, a Lawyer User can use the Services to see and respond to RFPs only if the Lawyer User has paid fees to Aliunde.  

3.5      RFPs posted by Client Users and Responses posted by Lawyer Users are non-binding. Without limiting the generality of the foregoing, (A) Client Users are under no obligation to engage any Lawyer Users posting Responses to an RFP and (B) any fee estimates provided by Lawyer Users in Responses are not binding. Client Users acknowledge that the actual fees charged by any legal service providers may be different than the fee estimates provided via the Services.

3.6      Users agree to use the Services in good faith and to submit only accurate and non-misleading information when registering, submitting RFPs, submitting Responses, or otherwise using the Services. Users further agree to update and revise previously submitted information to the extent necessary to keep such information accurate and non-misleading.

4.         Rule 1.18 Informed Consents

4.1      Rule 1.18 of the current ABA Model rules of Professional Conduct states in part that (emphasis added):

(a) A person who discusses with a lawyer the possibility of forming a client-lawyer relationship with respect to a matter is a prospective client.

(b) Even when no client-lawyer relationship ensues, a lawyer who has had discussions with a prospective client shall not use or reveal information learned in the consultation, except as Rule 1.9 would permit with respect to information of a former client.

(c) A lawyer subject to paragraph (b) shall not represent a client with interests materially adverse to those of a prospective client in the same or a substantially related matter if the lawyer received information from the prospective client that could be significantly harmful to that person in the matter, except as provided in paragraph (d). If a lawyer is disqualified from representation under this paragraph, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue representation in such a matter, except as provided in paragraph (d).

(d) When the lawyer has received disqualifying information as defined in paragraph (c), representation is permissible if: (1) both the affected client and the prospective client have given informed consent, confirmed in writing, or...:

4.2       Aliunde takes no view on whether the posting of an RFP and the posting of a Response constitute a “discussion” under Rule 1.18 of the ABA Model Rules of Professional Conduct and the analogous rules and statutes adopted by the appropriate bodies in each jurisdiction licensing the practice of law (collectively, “Rule 1.18”) or whether potential clients or other Client Users posting RFPs on Aliunde are “prospective clients” for purposes of Rule 1.18. Nonetheless, for purposes of certainty by Users of the Services, when a Client User posts an RFP, the Client User (A) always provides an informed consent under Rule 1.18 with respect to certain information contained in the RFP and (B) may provide an informed consent under Rule 1.18 with respect to all of the information contained in the RFP.

4.3       The Rule 1.18 informed consent always provided by Client Users with respect to certain information contained an RFP is as follows:

(A)       Lawyer Users able to see a particular RFP are first presented with certain information about the potential client and the matter subject to the RFP. This information (the “RFP Notice Information”) includes or may include: the potential client’s name, website address, headquarters location, business, approximate annual revenue, and whether the potential client is publicly traded; whether the potential work subject to the RFP is a litigation or adversarial matter, non-litigation matter, or both; a brief description of the project (in 70 characters or less); the amount in dispute or transaction size; the identity of any adverse parties; whether the potential client is providing a Rule 1.18 informed consent for all of the information contained in the RFP; the RFP posting date and the date on which the RFP was last amended; the deadline for responding to the RFP; and the number of law firms that responded to date.

(B)       BY THESE TERMS OF USE, CLIENT USERS POSTING AN RFP PROVIDE AN INFORMED CONSENT UNDER RULE 1.18 WITH RESPECT TO THE RFP NOTICE INFORMATION. UNDER THIS INFORMED CONSENT, A LAWYER WHO VIEWS RFP NOTICE INFORMATION AND OTHER LAWYERS IN THE LAWYER’S LAW FIRM WILL NOT BE PRECLUDED FROM REPRESENTING CLIENTS WITH INTERESTS MATERIALLY ADVERSE TO THE POSTING POTENTIAL CLIENT EVEN IF THE LAWYER WHO VIEWS THE RFP NOTICE INFORMATION RECEIVES INFORMATION THAT COULD BE SIGNIFICANTLY HARMFUL TO THE POTENTIAL CLIENT IN THE MATTER.

(C)       Client Users acknowledge that the informed consent described in this Section 4.3 is a condition to use of the Services to post an RFP, that it is reasonable in light of the minimal information contained in the RFP Notice Information, and that it is necessary so that Lawyer Users are able to freely view RFP Notice Information. Client Users further acknowledge that they have control over the details included in the RFP Notice Information and, if the Client User is concerned about providing the informed consent described in this Section 4.3 with respect to a particular matter, the Client User can restrict the information included in the RFP Notice Information, can limit the Lawyer Users able to view the RFP Notice Information, and/or can decline to use the Services to post an RFP with respect to the matter.

4.4       The Rule 1.18 informed consent that a Client User may provide with respect to all of the information contained an RFP is as follows:

            (A)       The Rule 1.18 informed consent described in this Section 4.4 is optional and may be provided or not provided at the Client User’s discretion.

            (B)       The Rule 1.18 informed consent described in this Section 4.4 is the Rule 1.18 Informed Consent described in detail at Text of Rule 1.18 Informed Consent, which is hereby incorporated by reference.

4.5       Each Rule 1.18 informed consent also permits the lawyer receiving the information subject to the consent and the other lawyers in the lawyer’s law firm to use the information subject to the consent without restriction by the confidentiality obligations imposed by these Terms of Use, but only to the extent necessary for the receiving lawyer or other lawyers in the lawyer’s law firm to satisfy their ethical obligations to another client.

5.         Compliance with Rules of Professional Conduct

5.1       Lawyer Users using the Services will comply with the rules of professional conduct applicable to them.

5.2       Without limiting the generality of Section 5.1 above, Lawyers Users will not make any statement in a Response or otherwise in communications made via the Services that:

(A)       is false, deceptive, untrue or misleading;

(B)       contains any matter, or presents or arranges any matter, in a manner or format which is false, deceptive, or which tends to confuse, deceive, or mislead;

(C)       omits to state any fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading;

(D)       are transmitted in a manner which involves intrusion, coercion, duress, compulsion, intimidation, threats, or vexatious or harassing conduct; or

(E)       claim any specialization or certification other than in compliance with the applicable rules of professional conduct.

5.3       Client Users consent to communications via the Services from Lawyer Users, including without limitation the submission of Responses and communications via the private bulletin board feature of Aliunde. If a Client User posting an RFP provides individual contact information in the RFP, the Client User further consents for a Lawyer User viewing the RFP (and other lawyers at the Lawyer User’s law firm) to communicate with the Client User via the individual contact information provided in the RFP. Any other in person, telephonic, electronic, or other communications by a Lawyer User to a Client User are subject to the rules of professional conduct applicable to such Lawyer User, including any restrictions on communicating with non-clients without invitation or consent.

6.         Confidentiality

6.1       Aliunde uses reasonable efforts to maintain the confidentiality of information provided by Users via the Services. Among other things, all website communications by Users while logged in to the Aliunde website are encrypted, and Aliunde staff members are restricted by contractual and/or technical limitations from viewing the details of particular RFPs, Responses, or private bulletin board submissions via the Services. Aliunde cannot, however, control the conduct of third parties and cannot guarantee that hackers, data thieves, or others will never gain access to information submitted via the Services. In addition, Aliunde may archive data for a period of time and may also view and use aggregated data submitted via the Services to the extent described in the Aliunde Privacy Policy. Furthermore, Users may report to Aliunde on whether a particular law firm or lawyer was engaged by a Client User and the total attorney's fees and expenses actually paid or estimated to be paid; Aliunde may use this engagement, fee, and expense information to improve the Services or, with respect to aggregated data only, to prepare and disseminate studies or reports. Aliunde may also provide information regarding an individually registered Lawyer User to such Lawyer User’s law firm.

6.2       Aliunde is not responsible for the release or improper use of information by other Users or any release due to error or failure in the Services.

6.3       In addition to any duties of confidentiality imposed on Lawyer Users by the applicable rules of professional conduct, Lawyers Users agree to maintain the confidentiality of any non-public or proprietary information provided by Client Users via the Services, except as otherwise expressly permitted by these Terms of Use or by the Client User providing the information.

6.4       Client Users agree to maintain the confidentiality of any non-public or proprietary fee or other pricing information provided by Lawyer Users via the Services, except as otherwise expressly permitted by the Lawyer User providing the information or such Lawyer User’s law firm.

6.5       The obligations of confidentiality imposed by this Section 6 will not apply to (A) information that is published or is otherwise made public without breach of these Terms of Use, (B) information which has been furnished or made known free of restriction by a third party that did not involve a breach of the third party’s obligations to the party entitled to the benefit of the protection of this Section 6, (C) information that was in the receiving party’s possession without proprietary restrictions prior to the date of disclosure to that party, and (D) information that the receiving party developed independently of information subject to this Section 6. In addition, a party may disclose information to the extent required by a lawful subpoena or is otherwise required by law, court order, or governmental agency to disclose information.

7.         Disclaimers

7.1      USERS AGREE AND ACKNOWLEDGE THAT USE OF THE SERVICES IS AT THE USER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALIUNDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. No advice or information, whether oral or written, obtained by the User from Aliunde will create any warranty or guarantee not expressly set forth in a signed writing. Without limiting the generality of the foregoing, Users agree and acknowledge that Aliunde makes no guarantee or warranty:

(A)       that the Services will meet a User’s requirements, that Client Users will successfully find suitable legal representation, or that Lawyer Users will successfully find clients;

(B)       that the information provided by Users (including, without limitation, information provided by Client Users about themselves and potential legal matters and information provided by Lawyer Users about law firm qualifications or their ability to handle matters) will be complete, accurate, and non-misleading;

(C)       regarding the results of the Services, the suitability and qualifications of any lawyers or law firms engaged as a result of using the Services, or the quality of any legal services received from any lawyers or law firms engaged as a result of using the Services;

(D)       regarding the terms or performance of any agreement reached between Client Users and Lawyer Users;

(E)       that the Services will be uninterrupted, timely, secure, or error-free; or

(F)       that any documents or attachments posted by Users will be free of viruses or other harmful software.

7.2       Client Users acknowledge that Aliunde is not a referral service and that Aliunde does not recommend or endorse any lawyer or law firm. THE RESPONSIBILITY FOR ASSESSING EACH LAWYER, LAW FIRM, AND RESPONSE RESTS WITH CLIENT USERS AND NOT WITH ALIUNDE. Without limiting the generality of the foregoing, Client Users acknowledge that:

(A)       Aliunde does not review, screen, or endorse the qualifications of lawyers and law firms that use the Services or the statements made by Lawyer Users via the Services or otherwise;

(B)       Aliunde does not use any discretion in routing RFPs to Lawyer Users;

(C)       Aliunde makes no assertion as to the quality of the lawyers or law firms responding to an RFP;

(D)       Client Users, and not Aliunde, are solely responsible for assessing the qualifications, and suitability of lawyers and law firms with whom Client Users communicate on the Service; and

(E)       Aliunde provides no mechanism for recourse, dispute resolution, or other client protections in the event a client is not satisfied with the service provided by a lawyer.

7.3       Aliunde takes no view on when or if an attorney-client relationship has been formed as a result of communications between Client Users and Lawyer Users via the Services. NOTWITHSTANDING THE FOREGOING, BY THESE TERMS OF USE, USERS OF THE SERVICES DISCLAIM FORMATION OF AN ATTORNEY-CLIENT RELATIONSHIP BASED SOLELY ON THE SUBMISSION OF AN RFP AND A RESPONSE THERETO.

7.4       No attorney-client relationship is formed between Aliunde and Users. The Services do not constitute legal representation or the practice of law. The Services are not intended as a mechanism to convey legal services or legal advice.

8.         User Guidelines

8.1       The Services may not be used to:

(A)       violate the rights of another, including but not limited to the copyright, trademark, trade secret or other intellectual property rights of another;

(B)       violate or circumvent Internet standards;

(C)       display threatening, harassing, abusive, harmful, vulgar, obscene, or tortuous material;

(D)       invade another's privacy;

(E)       interfere with or disrupt the Services or servers or networks connected to the Service by posting advertisements or links to competing services, transmitting "spam", or making unsolicited mass distribution of e-mail or other electronic communications;

(F)       compromise the security of the Services; or

(G)       obtain access to areas of the website that are private to Aliunde or to other Users.

8.2       Aliunde reserves the right to deny access to the Services to anyone who violates or attempts to violate the above rules or other provisions of these Terms of Use, is the subject of complaints by other Users, for any other reason, or for no reason at all.

9.         Changes to these Terms of Use

Aliunde may change these Terms of Use at any time and from time to time. Users will be notified of the change and will be responsible for promptly reviewing and complying with the changed Terms of Use. Continued use of the Services will indicate acceptance of the changed Terms of Use.

10.       Modifications to the Service

Aliunde reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to Users. Users agrees that Aliunde shall not be liable to Users or any third party for any modification or discontinuance of the Services. Users acknowledge and agree that any termination of Service under any provision of these Terms of Use may be effected without prior notice, and acknowledges and agrees that Aliunde may immediately delete data and files in the User's account and bar any further access to such files or the Services.

11.       Certain Other Aliunde Rights

Aliunde reserves the right to release current or past User information, pursuant to the terms of our Privacy Policy, in the event Aliunde believes that accounts are in violation of these Terms of Use, used to commit unlawful acts, if the information is subpoenaed, or if necessary to enforce the Terms of Use.

12.       Proprietary Rights

12.1     You acknowledge and agree that Aliunde (or Aliunde’s licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

12.2     Nothing in these Terms of Use gives Users a right to use any of Aliunde’s trade names, trade marks, service marks, logos, domain names, or other distinctive brand features.

12.3     Except as otherwise explicitly provided in these Terms of Use or our Privacy Policy, Aliunde acknowledges and agrees that it obtains no right, title, or interest from Users under these Terms of Use in or to any content or information that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that content or information (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Users are responsible for protecting and enforcing those rights; Aliunde has no obligation to do so on behalf of Users.

12.4     Users agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

12.5     In using the Services, Users will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

12.6     Any suggestions for improvements to the Services or for new services or products submitted by a User to Aliunde, whether via the Services or otherwise, will be owned by and the sole property of Aliunde. Aliunde will have no obligation to maintain the confidence of any such suggestion, to use any such suggestion, or to compensate the party submitting such suggestion.

13.       Limitation of Liability

13.1.    USERS EXPRESSLY UNDERSTAND AND AGREE THAT ALIUNDE, ITS OWNERS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE FOR:

(A)       ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY USERS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR

(B)       ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY USERS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I)        ANY RELIANCE PLACED BY USERS ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION OBTAINED VIA THE SERVICES OR ANY GOODS OR SERVICES PURCHASED AS A RESULT OF THE SERVICES;

(II)       ANY COMPUTER VIRUS, WORM, OR OTHER HARMFUL SOFTWARE UPLOADED BY ANOTHER USER;

(III)     ANY CHANGES WHICH ALIUNDE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES), WHETHER IN GENERAL OR SPECIFIC TO A USER AND WHETHER JUSTIFIED OR NOT;

(IV)     THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH USE OF THE SERVICES;

(V)       ANY USER’s FAILURE TO PROVIDE ALIUNDE WITH ACCURATE ACCOUNT INFORMATION; OR

(VI)     ANY USER’S FAILURE TO KEEP PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

13.2     THE LIMITATIONS ON ALIUNDE’S LIABILITY IN SECTION 13.1 ABOVE SHALL APPLY WHETHER OR NOT ALIUNDE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14.       Indemnification

Users will indemnify, defend, and hold Aliunde and its affiliates, owners, officers, and employees harmless from and against any and all liability and costs incurred in connection with any loss, liability, claim, demand, damage, and expenses arising from or in connection with the use of the Services by the User, including attorney fees and costs. Aliunde may, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users. Users will not settle any matter without the written consent of Aliunde.

15.       Arbitration

Any controversy or claim arising out of or relating to these Terms of Use or the Services shall be settled by binding arbitration in accordance with the American Arbitration Association commercial arbitration rules. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Cook County, Illinois, and judgment on the arbitration award may be entered by any court having jurisdiction thereof. Either Users or Aliunde may seek any interim or preliminary relief from a court of competent jurisdiction in Cook County, Illinois, necessary to protect the rights or property of  such party pending the completion of arbitration. Notwithstanding this arbitration requirement, neither Users nor Aliunde are prohibited from seeking judicial dismissal or termination of the arbitration on the basis the claims in arbitration action fail to provide a legal basis upon which a claim for relief may be granted. Any motion or action to dismiss must be filed in a court of general jurisdiction within Cook County, Illinois.

16.       General

16.1     These Terms of Use incorporate by reference our Privacy Policy and constitutes the entire understanding between the User and Aliunde regarding the User's relationship with Aliunde and use of the Services.

16.2     These Terms of Use shall be governed by the internal laws of the State of Illinois without regard to any conflict of law provisions.

16.3     Any failure by Aliunde to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Users agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred.

16.4     If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use is invalid, then that provision will be removed from these Terms of Use without affecting the rest of the Terms of Use. The remaining provisions of these Terms of Use will continue to be valid and enforceable.

16.5     For the avoidance of doubt, any provision of these Terms of Use governing the relationship between a Client User and a Lawyer User, or between any User and Aliunde, may be varied by separate written agreement between them.

March 7, 2011