Terms of Use

Last Updated: August 11, 2023

Welcome to Dev Counsel!

1. Introduction

These Terms of Use (the "Terms") set out the terms and conditions for all visitors and users ("Users," "you," "your") to access and use the www.devcounsel.com website (the "Site"), offered by Dev Counsel Law, P.C. ("Dev Counsel," "we," "us," or "our").

Our terms contain a mandatory and binding individual arbitration clause, class action waiver, waiver of the right to a jury trial, and other important information regarding your legal rights, remedies, and obligations. Please read these Terms of Use carefully and make sure you understand them before accessing and using the Site.

These Terms of Use do not constitute an engagement agreement and do not establish an attorney-client relationship. The provision of legal services is subject to the terms and conditions of our Fee Agreement. Please do not submit confidential or proprietary information to or through the Site.

2. Acceptance

By accessing and using the Site, you agree on your own behalf and on behalf of any organization, entity, or another person on whose behalf you may act, to accept and abide by these Terms for each and every use of the Site. Please do not access or use the Site if you do not agree with these Terms of Use.

By agreeing to these Terms of Use, you also agree to the terms of our Privacy Policy available at www.devcounsel.com/privacy-policy, which is incorporated by reference.

3. Changing these Terms

We may change these Terms at any time by posting an updated version on the Site. You are responsible for regularly reviewing these Terms, and your continued use of the Site after the effective date of a change constitutes your acceptance of the updated Terms. If any modification is unacceptable, you shall cease using the Site. If you have any questions about these Terms, contact us at contact@devcounsel.com.

4. Eligibility

You may only use the Site if you comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 years old or older to use or access the Site. Any use or access to the Site by anyone under 18 is strictly prohibited and violates these Terms. The Site may not be available to Users previously removed from the Site by us.

Our Site is located within the United States and is not intended to be subject to non-US jurisdiction or law. The Site may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws and regulations in using the Site. At our sole discretion, we may limit the Site’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

5. Disclaimers

We do not make any warranty, guarantee, or representation that the Site or the services used to provide the Site will be available at all times or that it will be error or interruption-free. The Site is provided "as is," and you acknowledge and agree that you will not rely on any existing features of the Site being available in the future, nor any proposed updates or additional features becoming available. The information and content provided on the Site is for informational purposes only and does not constitute specific advice.

6. Use of the Site

Subject to these Terms, you are hereby granted a non-exclusive, non-transferable, and non-sublicensable right to access and make personal, non-commercial use of our Site. Dev Counsel, our licensors, or designees reserve all rights not expressly granted in these Terms.

You are responsible for your compliance with these Terms and your own acts and omissions while using the Site. By accessing and using the Site, you agree to be bound by these Terms.

7. User Conduct

In using the Site, you must comply at all times with all applicable laws, including, without limitation, all intellectual property, non-discrimination, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity. Without limitation, you agree to not:

Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit for commercial purposes any portion of the Site without our express written consent;
Share nonpublic features of the Site or any content contained on the Site with any third party;
Use the Site in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
Use the Site in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person or that violates any applicable law;
Modify or create derivative works based on the Site;
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on the Site or contained in the software used to provide the Site;
Use or access the Site to provide service bureau, time-sharing, or other computer hosting services to third parties;
Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment;
Disrupt or interfere with the security of, or otherwise abuse, the Site, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked to the Site;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Site;
Access, tamper with, or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
Disrupt or interfere with any other Users' enjoyment of the Site;
Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
Access the Site to build, or help others to build, a similar or competitive product; or
Frame or link to the Site except as permitted in writing by us.

8. Termination

You may terminate these Terms at any time by ceasing use of the Site. We, without prior notice, may suspend or terminate your use of the Site at any time if, in our sole discretion, your use of the Site is in violation of these Terms or applicable laws or if we otherwise reasonably believe that your use of the Site could cause damage to the Site, the rights of other Users, or for any other reason, even if not expressly set forth in these Terms. Our right to suspend and/or terminate your access to the Site does not limit our right to seek any other remedy through these Terms or at law.

9. Proprietary Rights

You acknowledge and agree that the Site contains proprietary information protected by applicable intellectual property and other laws. We retain all rights, title, and interest in and to the Site, including without limitation our trademarks (all names and logos) and all other content provided on the Site by us (collectively, "Dev Counsel IP"). These Terms do not grant you any right to reproduce, copy, modify, distribute, license, sell, transfer, publicly display, perform, or otherwise exploit the Dev Counsel IP. No rights are granted to you other than as expressly set forth in these Terms.

You may provide us notes, emails, postings, letters, suggestions, reviews, concepts, or other written materials related to the Site (collectively, "Feedback"). You acknowledge and agree that you do not maintain and will not assert any ownership, intellectual property right, or other rights to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information and that we are permitted to freely share, publicly display, modify, create derivative works of, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable law to not be our property, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any of our products or services any Feedback provided by you relating to the provision of the Site.

10. Data Security

You understand that the technical processing and operation of the Site, including the processing of your Personal Information (as defined below), may involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Personal Information. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Site, you assume such risks. We offer no representation, warranty, or guarantee that your information will not be exposed or disclosed through errors or actions of third parties or us, including negligence. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

11. User Privacy

Your privacy is very important to us. Our Privacy Policy sets out the categories of personal information and other data we collect and how we collect, store, and use it. By accepting these Terms, you expressly consent to our disclosure and use of your Personal information as described in our Privacy Policy, which is incorporated herein by reference. We encourage you to read our Privacy Policy before you submit any Personal Information to the Site. Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your Personal Information, including your name and email address, when we believe, in our sole discretion, that such disclosure is necessary or appropriate to: (i) comply with legal processes; (ii) enforce these Terms; or (iii) to protect our rights, property, or personal safety or that of other Users or the public.

12. Third-Party Content

The Site may contain content or links to third-party applications, services, websites, and other content not owned or controlled by us ("Third-Party Content"). We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content from the Site, you do so at your own risk and understand that these Terms and our Privacy Policy do not apply to your use of Third-Party Content. You expressly relieve us from any and all liability arising from your use of Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages relating to your use of Third-Party Content.

13. Third-Party Services

The Site may provide access to or integrate with third-party applications, services, websites, and other services that are not owned or controlled by us ("Third-Party Services"). Third-Party Services include, without limitation, our payment processor and scheduling services. All Third-Party Services are provided "As-Is," and we do not warrant any Third-Party Services, regardless of whether they are required to use our Site. You expressly relieve us from any liability arising from your use of Third-Party Services, and any use by you of Third-Party Services is solely between you and the applicable Third-Party Services provider. We do not endorse or assume any responsibility for Third-Party Services. If you access Third-Party Services from the Site, you do so at your own risk and understand that these Terms do not apply to your use of Third-Party Services. We shall not be responsible for any disclosure, modification, or deletion of your Personal Information resulting from access by Third-Party Services. Additionally, we are not responsible for downtime or unavailability of Third-Party Services outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of data, business interruption, or loss of profits arising from the use or the inability to use Third-Party Services.

14. Disclaimer of Warranties

WE PROVIDE THE SITE ON AN "AS-IS'' AND "AS-AVAILABLE" BASIS. YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT: (I) THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE OPERATION OF THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; (III) DEFECTS, IF ANY, WILL BE CORRECTED; OR (IV) THE INFORMATION OR CONTENTS PROVIDED ON THE SITE WILL BE ACCURATE, RELIABLE, OR CURRENT. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THE INFORMATION AND ANY CONTENT PROVIDED BY US ON THE SITE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE SPECIFIC ADVICE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, OUR OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE SITE; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; OR (III) ANY OTHER MATTER RELATING TO THE SITE, THE CONTENTS PROVIDED ON THE SITE, OR THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE BE HELD RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY, INCLUDING PERSONAL INJURY, RESULTING FROM ANY ACTION, CHOICES, OR DECISION MADE BY YOU AS A RESULT OF THE CONTENT PROVIDED ON THE SITE, OR ANY OTHER INTERACTION BETWEEN YOU AND US.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED $25. ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS DEV COUNSEL AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS ("INDEMNIFIED PARTIES'') FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE SITE THAT, WITHOUT LIMITATION, INCLUDES: (I) YOUR ACCESS TO OR USE OF THE SITE FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (II) YOUR VIOLATION OF THESE TERMS; OR (III) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD-PARTY. IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING THE PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (III) ABOVE.

17. Dispute Resolution

For any dispute, you agree to first contact us at contact@devcounsel.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and that such arbitration will be conducted in San Diego, California, unless you and we agree otherwise. Each party will be responsible for paying AAA filing, administrative, and arbitrator fees per AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

18. No Class Action; No Jury Trial

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THESE TERMS. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

19. Governing Law

The laws of the United States and the State of California shall govern these Terms without regard to the principles of conflict of laws. Any dispute between the parties excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the United States District Court for the Southern District of California, and the parties submit to the personal jurisdiction of that Court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the Southern District of California, then the exclusive forum and venue for any such action shall be the courts of the State of California, located in San Diego County, and the parties hereby submit to the personal jurisdiction of that court.

20. General Provisions

Entire Agreement. These Terms of Use together with any other terms and agreements incorporated herein by reference comprise the entire agreement between you and us concerning your access and use of the Site.
Severability. In the event that any provision of these Terms is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of these Terms shall in no way be affected or impaired.
No Waiver. Our failure at any time to enforce any of the provisions of these Terms or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of these Terms. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.
Headings; Summaries. The section headings appearing in these Terms are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or affect such section.
Notices; Electronic Communication. By providing us with your email address, you consent to receive our related communications and notices electronically, and you agree that all agreements, notices, disclosures, and other communication that we provide to you via the Site or email satisfy any legal requirement for such communications to be in writing. We may also use your email address to send you other messages, such as changes to the Site’s features and special offers ("Promotional Messages"). If you do not want to receive Promotional Messages, you may opt-out by clicking the "Unsubscribe" link in an email or by emailing us at contact@devcounsel.com. If you would like a physical address to send correspondence to Dev Counsel, you may email us, and we will provide you with a mailing address.
Force Majeure. Neither party shall be liable for any failure or delay in its performance under these Terms, or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a "Force Majeure Event").

Contact

For questions regarding these Terms of Use, contact us at contact@devcounsel.com.