User Agreement for Shpoonkle.com

This is an important document to which you are legally bound when choosing to use the www.Shpoonkle.com website at any time.

This Agreement was last modified on April 11, 2011

THE FOLLOWING DESCRIBES THE TERMS ON WHICH Shpoonkle.COM OFFERS YOU ACCESS TO OUR SERVICES.

Acceptance of User Agreement

This user agreement ("User Agreement" or "Agreement") is a contract between you and Shpoonkle LLC www.Shpoonkle.com (“Site”). The Site is offered to you conditional on your acceptance of the User Agreement. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement.

This User Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and Shpoonkle.com as to its subject matter.

If you do not agree to any of these terms and conditions you should immediately cease to use the Site. Please note that we may close, suspend, or limit your access to your Shpoonkle.com account ("Account") or the Services provided by us on the Site ("Services"), and/or limit access to your account features if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.

Amendment of User Agreement

Shpoonkle.com may amend or modify this User Agreement in whole or in part from time to time, without notice, by posting an amended User Agreement on the Site or any linked information. Such updated version of the User Agreement will be effective at the time we post it.

1. ELIGIBILITY

Shpoonkle.com offers its Services to its Users. We shall have absolute discretion as to whether or not we accept a particular applicant or site for participation in the service. The Site is available only to individuals or corporate entities who can form legally binding contracts under applicable law. This Site is not available to persons under 18 years of age, except for two sections on The Site, the Ask Section, and the Forums Section. If Users do not qualify, they cannot use any of Shpoonkle.com's Services including, but not limited to, those that require the User's ability to form legally binding contracts. Each User is responsible for what occurs on their Account and must report any unauthorized use of their Account to us.

2. USERS

The terms “Service” and “Services” will refer to all features whether interactive or non-interactive provided on Shpoonkle.com

The terms "You", "Your", "User", or "Users" will refer collectively to anyone accessing our Services or Site for any reason.

The terms “Professional”, “Professionals” refers collectively to anyone accessing Shpoonkle.com and is holding themselves out to be an attorney, mediator, or arbitrator. However when a specific provision will apply only to an attorney or mediator or arbitrator they will be addressed as “Attorney”, “Attorneys” “Mediator/Arbitrator” or, “Mediators/Arbitrators” respectively. The terms Attorney and Lawyer can and will be used interchangeably.

The terms “Client” and “Clients” refers collectively to anyone accessing Shpoonkle.com for the purpose of using the forum, using the Ask! Section, browsing the website, accessing our services for the purpose of finding legal representation, hiring legal presentation receiving legal information, finding an arbitrator, finding an arbitrator, finding a mediator, hiring a mediator, contacting members or using any and all features on the site.

Shpoonkle.com provides a venue to connect Users who wish to provide or receive professional legal services. The Site acts as a venue for providers and purchasers of legal services to exchange information with the goal of eventually forming a professional relationship. The Site does not guarantee that Users will successfully find legal representation through this system. The Site takes no position and offers no opinion on when or if an attorney-client relationship has been formed, or when any sort of contractual relationship has been established between any Users of the site.

3. LEGAL RELATIONSHIP BETWEEN YOU AND Shpoonkle.COM

3.1 Termination

Shpoonkle.com reserves the right to terminate the participation of any User without reason but expressly including any User that Shpoonkle.com judges to be in violation of the User Agreement. Without limiting the foregoing, Shpoonkle.com may terminate the participation of a User if we think that they are creating problems (whatever Shpoonkle.com deems to be a problem), legal liabilities (actual or potential), engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

3.2 User Responsibilities

The Site does not involve itself in the agreements between any users or the actual representation of Clients. Therefore, we cannot ensure the completion of the agreement or the integrity of either party. The User, and not the Site, is solely responsible for assessing the integrity, honesty, and trustworthiness of all persons with whom the User communicates on The Site.

3.3 No Insurance

Shpoonkle.com does not offer any form of insurance or other protection which will assist you, because our Site merely provides the online venue for Users to offer, sell, and buy professional services and we are not otherwise involved in the transactions and interactions between Users.

3.4 User Identity

Providing a service where potential clients and legal professionals can meet does not imply an endorsement of any subscribing Professional. The Site makes no representation concerning an Professional’s qualifications, nor does it sanction statements a Professional may post on the system. The Site does not screen potential cases.

3.5 Services offered by Shpoonkle.com

Shpoonkle.com offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to Professionals and to enable Professionals to efficiently and cost effectively manage their careers, professions, and businesses. These Services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the Services or content (in whole or in part), access to this service or use of this service.

Some of the Services offered at the Site may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User's own risk. No warranty is made that the information is accurate or reliable and Shpoonkle.com and its related entities, directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.

3.6 Terms of use

The User understands and agrees to the following terms:

Our Site merely acts as an online venue to allow Users to offer and buy professional services. You acknowledge and agree that Shpoonkle.com is not involved in the actual transaction between Users. As a result, Shpoonkle.com has no control over the quality or legality of the professional services provided by Users on our Site, or the ability of Professionals to provide the services or the Clients to pay for the services. We do not guarantee that a Client will actually complete a transaction or act lawfully in using The Site.

Some of the content provided at The Site may relate to various subjects such as information pertaining to legal matters, financial matters, health matters, and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that Shpoonkle.com provides should not be considered professional, medical, legal, technical, or any other discipline-specific advice.

The Site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabeled or deceptively labeled accidentally by Shpoonkle.com or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.

Shpoonkle.com provides unmonitored access to third-party content. Shpoonkle.com is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This Site may contain links to third-party web sites. Shpoonkle.com does not control nor always review the web sites to which we link from the Site. Shpoonkle.com, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.

Shpoonkle.com does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. Shpoonkle.com expects that the User will undertake necessary activities and practices and will use caution and common sense when using Shpoonkle.com for User's Account.

4. TERMS FOR PROFESSIONALS

Professionals must comply with all applicable laws and rules governing the practice of law in their applicable jurisdiction.  All Lawyers must also comply with the Model Rules of Professional Conduct, or the applicable State equivalent.  By registering and using the site all Lawyers agree to do so. 

Rule 5.5 states that an Attorney shall not practice law in a jurisdiction in violation of the regulation of the legal profession in that jurisdiction.  Any Attorney registering and participating in this site agrees to not participate in any unauthorized practice of law.  Rule 7.1 prohibits false or misleading communication about the lawyer or the lawyer’s services. Attorneys must also follow Rule 7.4 and not suggest to a potential Client that they have a specialty in a certain area of law if that is not true.   

Lawyers agree that by looking at any posting by a Client on this site, they agree to keep all information confidential.  Rule 1.18 mandates that even if an official attorney-client privilege has not formed, Lawyers owe potential Clients the duty of confidentiality.

Because the identifying information of Clients is not shown to the Attorney, a conflict of interest in violation of Rule 1.18 may arise in the future.  By using this site, Attorneys agree to undertake the risk that a potential conflict may arise which may require them or their firm to disqualify themselves from the representation of a potential, current, or future Client.


5. TERMS FOR CLIENT

Shpoonkle is not liable for the information content of this site, see below further information on the content. This includes the information provided by any registered Professional with this site. It is recommended that you check with your State Bar to ensure the Attorney you select is qualified to practice law in the jurisdiction you are seeking legal help. It is recommended that you check with agencies the Mediator/Arbitrator claims to be certified by to make sure they are qualified and in good standing. No Attorney-Client relationship is formed until an agreement is signed between the Attorney and Client. No contractual relationship is formed with a mediator/arbitrator until an agreement is signed between the Client and Mediator/Arbitrator. You have no obligation to choose a Professional based on the bids you receive.  If you need an Professional immediately, or are unsure if you do, you should contact an Professional immediately.

Certain non-identifying details of posted cases may be written about on other websites including, Twitter.com.  This information will not include anything beyond the location of the posted matter and the type of attorney the client is seeking.  This information will only be shared for the purpose of allowing attorneys an easier way to be notified of new postings, thus increasing the opportunity of clients receiving multiple bids.  For example, a posting on Twitter may say, "Personal Injury attorney needed in the New York area."

6. Information on Shpoonkle.com

Information(includes but is not limited to the number of cases posted on Shpoonkle.com, the number of users posting cases on Shpoonkle.com, the private communications between Users, the content of

case postings by users, the content of forum postings by users, the content of Ask! Section postings users), data, software, photographs, graphs, videos, typefaces, case briefs, case outlines, graphics,

music, sounds, and other material on the Shpoonkle.com  will collectively be referred to as “Content” User acknowledges that the Shpoonkle.com Website contains Content that are protected by copyrights,

trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as

a collective work under the U.S. copyright laws, and Shpoonkle.com owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. User may not modify, remove, delete,

augment, add to, publish(Publishing includes but is not limited to writing in a blog, website, email, text message, magazine, journal, newspaper, commercial, television show, radio show, etc.), transmit,

participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. User may not upload, post, reproduce, or distribute in any way Content

protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right. In addition to the foregoing, use of any software Content shall be

governed by the software license agreement accompanying such software.

 

7. Promotion

You agree and acknowledge that unless explicitly requested, Shpoonkle.com may display your company name, logo and public description of your cases accepted and profile as part of the Shpoonkle.com website(s) and / or other Shpoonkle.com marketing material.

8. FEES

Currently Shpoonkle.com is FREE. We do not charge Users for access to the Site. However, if a User wishes to advertise on the Site, the fee will be assessed on an individual basis agreed upon between Shpoonkle and the User.

8.1 REFUNDS

There will be NO refunds provided for advertising purchased on the Site. Since there are no other paid features currently, refunds applies only to advertising.

9. ACCOUNTS

9.1 Opening Account

To become a User and access the Site and Services you must register for an account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.

9.2 Accounts

Any User that Shpoonkle.com removes from the service due to violation of the User Agreement will receive no credit or payment and may become liable for certain fees described in this User Agreement.

10. FEES

10.1 Prohibition on negotiation of fee outside of Site

You are strictly prohibited from attempting to negotiate the fee for a case with another user directly (outside of Shpoonkle.com) after that case has been created/opened and before that case has been closed (i.e. during an ongoing project). This also applies to any case that was closed without a Professional being chosen, and then contacting them about the project anyway. Both parties are responsible for notifying Shpoonkle.com if the payment amount increases (above the bid amount) after the case is closed.

You are strictly prohibited from under-bidding on cases in an attempt to renegotiate the actual price privately. We aim to provide a fair and open playing field at Shpoonkle.com, and such activities interfere with providing such a marketplace.

10.2 Email

Users agree not to post their e-mail address on the site, except in the "e-mail" field of the signup form, or when asked by Shpoonkle.com at any other time. There should be no need to give anyone your e-mail address. It is automatically provided if you choose a Professional (or you are the Professional chosen) as the winner of the case, and before that time you can use the private messaging system to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, ICQ, AIM, MSN Messenger, GTalk and Yahoo.

10.3 Providing contact information

You are prohibited from making direct contact with another User, unless it's for a case you (a Professional) have been picked for, or you (a Client) have picked a Professional for, and you are using our messaging system. This includes all methods of communication, including phone, ICQ, AIM, MSN Messenger, GTalk and Yahoo. Shpoonkle.com provides you with messaging system that should be sufficient for pre-case planning.

11. USER CONTENT

The User is solely responsible for content or any other information the User provides to Shpoonkle.com. User understands and agrees to the following:

Shpoonkle.com is only acting as a venue for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. Shpoonkle.com has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for Shpoonkle.com, harm its business operation or reduction, or cause Shpoonkle.com to lose the services of its suppliers.

User represents and warrants that User's content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or trade libelous; (d) will not be obscene or contain child pornography; (e) will not include incomplete, false or inaccurate information about User or any other individual; and (f) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

By submitting User content to Shpoonkle.com (including, but not limited to creating your Account; posting in the forum, posting a profile, posting a portfolio, posting a case; sending messages through or to Shpoonkle.com). You hereby grant to Shpoonkle.com a worldwide, perpetual, irrevocable, royalty-free license to use, 
copy, modify, display, and perform User content, under all User intellectual property and proprietary rights worldwide. For the avoidance of doubt, providing links to content hosted on servers other than that of Shpoonkle.com (such as a portfolio of sample works hosted on Your own web site) will not be considered "submitting" such content for purposes of this license grant.

No copyrighted material can be posted on the Site. This includes scripts which are sold by the author. Only posting sections, or excerpts of these scripts, as examples, will be permitted. A "section" or "excerpt" being no more than 10% of the script's contents. This is meant to protect the author's intellectual property rights.

12. USER RESTRICTIONS

12.1 Advertising

Users are prohibited from advertising a website on the Site, unless provided with written permission from Shpoonkle. Any URL posted in a bid, case description, or the message board, must relate to a project on Shpoonkle.com.

13. Bidding

Lawyers can place bids in the form of what contingency rate they charge, flat fee, hourly rates, and pro-bono. Lawyers may use any combination of the 4 methods described.

Mediators and Arbitrators can place bids in the form of flat fee, hourly rates, and pro-bono. Mediators and Arbitrators may use any combination of the 4 methods described.

14. Denying Access

Shpoonkle reserves the right to deny further access to its service to any User who violates these rules, is the subject of complaints by other Shpoonkle Users for any other reason, or for no reason at all.

Users may not engage in any of the following activities on our system:

• Do or say anything to injure or harm others

• Display material containing nudity or pornographic material of any kind

• Provide material that is grossly offensive to the online community, including blatant expressions of bigotry, prejudice, racism, hatred, or profanity

• Promote or provide instructional information about illegal activities, or promoting physical harm or injury against any group or individual

• Defame any person or group

• Display material that exploits children under 18 years of age

• Violate the rights of another, including but not limited to the intellectual property rights of another. This includes using the Service for acts of copyright, trademark, patent, trade secret, or other intellectual property infringement, including but not limited to offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial or registration numbers for software programs, or any type of cracking utilities (this also includes files which are solely intended for game emulation)

• Violate Internet standards

• Use the Service for displaying harassing, abusive, threatening, harmful, vulgar, obscene, or tortuous material or invading other's privacy

• Interfere with or disrupting the Service or servers or networks connected to the Service by posting advertisements or links to competing services, transmitting "junk mail", "spam", "chain letters", or unsolicited mass distribution of e-mail

• Encourage any illegal activity, including anything to do with illegal drugs, gambling, pornography, prostitution, child pornography, robbery, spreading computer viruses, cracking into private computer systems, software infringement, trafficking in credit card codes, or other crimes

• Compromise the security of the Service Shpoonkle provides. Do not try to gain access to system areas private to Shpoonkle, or to other Users.

15 Professionals

The Professionals agrees that:

The Professional will not falsify Professional’s own or any other identity.

The Professionals will comply with all Shpoonkle.com policies as posted on the Site from time to time.

Attorneys remember when using the Shpoonkle.com, don't give advice in the form of “do this” and/or

“don't do that”. The information you provide should only be general information. The rules of

professional apply to all of your activities on Shpoonkle.com

16 General restrictions

Users agree that:

Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Site or the content contained therein without the prior written permission of Shpoonkle.com.

Users will not distribute unsolicited commercial messages ("spam") through the User's Account.

Users will not contact Users through the Site or through information gained from our Site with the intent of subverting them from using our Services.

Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices.

Users will not create multiple user Accounts to avoid fees, suspension or bad ratings on the Site.

17. Consequences of termination

In the event of termination, Users found in violation of the User Agreement will not receive any credit or payment from Shpoonkle.com.

Without limiting Shpoonkle.com's other remedies, to the extent you are in violation of this User Agreement, you must pay Shpoonkle.com for all fees owed to us and reimburse us for all losses and costs (including any and all Shpoonkle.com employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You and Shpoonkle.com agree that the damages that Shpoonkle.com will sustain as a result of actions that breach the User Agreement will be substantial, potentially including (without limitation) fines and other related expenses from its payment processors and lawyers, but may be extremely difficult and impracticable to ascertain. If you engage in such activities, then Shpoonkle.com may fine you up to US$3,000.00 for each such violation and/or Shpoonkle.com may take legal action against you to recover losses that are in excess of the amount charged. You acknowledge and agree that a fine up to US$3,000.00 is presently a reasonable pre-estimate or minimum estimate of Shpoonkle.com's damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to Shpoonkle.com that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.

You agree that Shpoonkle.com is entitled to deduct such charges directly from any existing balance in the offending Account, or any other Shpoonkle.com Account owned by you.

In the event of termination, you will have no claim whatsoever against Shpoonkle.com in respect of any such suspension or termination of your membership.

18. Shpoonkle.COM NOT A PARTY TO DISPUTES

Any disputes regarding arrangements between Users remain solely between Users. We are not involved in any transactions between you and any other Users of Shpoonkle.com. You acknowledge and agree that Shpoonkle.com will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other Users of the Site, you hereby release Shpoonkle.com from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.

19. REGISTRATION AND PROCESSING OF YOUR PERSONAL DATA

Your personal information will be processed by Shpoonkle.com in order to fulfill the agreement with You. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between Shpoonkle.com and any associated entity within the Shpoonkle.com organization. By entering into this agreement, You hereby approve such processing of your personal information as set forth above. The consent hereby given can in whole or in part be recalled by giving written notice to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us at the address set forth below.

Shpoonkle.com discloses sensitive personal information only if required to comply with legal obligations or with your consent.

20. COPYRIGHT

20.1 Copyright of Shpoonkle.com

The content and compilation of content included on the Site, such as text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Shpoonkle.com and are protected by United States and international copyright laws. "The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this Web Site are  registered and unregistered trademarks of  its affiliates and others.    Nothing contained on this Web Site should be construed as granting,  by implication, estoppel, or otherwise, any license or right to use any  Trademark displayed on this Web Site without the written permission of or such third party that may own the trademark displayed on this Web  Site. Your misuse of the Trademarks displayed on this Web Site, or any  other content on this Web Site, except as provided herein, is strictly  prohibited."

21. NO WARRANTY

Shpoonkle.com is not involved in the actual transaction between Users. Our Services, the Site and all content on it are provided on an as is basis and without warranties of any kind either express or implied. Without limiting the foregoing, Shpoonkle.com does not represent or warrant that: the Site will be accurate, reliable, uninterrupted, secure or error-free; 
defects in the Site will be corrected; the Site or the server that makes it available are free of viruses or other harmful components. To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Shpoonkle makes no representation, guarantee, or warranty (express or implied) as to the legal ability, competence, or quality of representation which may be provided by any Users.

Shpoonkle is not responsible for the content of materials posted on Shpoonkle.com. The opinions and views expressed are those of the individual Users of the Service and do not reflect those of Shpoonkle. Data submitted by other Users is not verified or reviewed in any way before it appears on the Shpoonkle Web site. Shpoonkle does not warrant the validity or accuracy of any such information. Please use caution and common sense when using this site.

Shpoonkle does not continuously review the standing of any Professional. When considering employing any Professional, Users should check the Attorney's standing with the state bar. When considering employing a non-attorney legal service service provider, Users should check with the agency that certified the provider or the applicable regulatory body.

Shpoonkle makes every effort to verify that Attorneys who subscribe to the Service are licensed and in good standing in at least one state within the United States at the time of registration. However, Shpoonkle is unable to track, verify, or monitor the standing of each attorney using the Service. Therefore, Shpoonkle makes no representation regarding the status, standing or ability of any attorney or law firm that submits bids, or is listed through this Site.

Users are urged to make their own independent investigation and evaluation of any firm being considered. The determination of the need for legal services and the choice of legal representation are extremely important decisions and should not be based solely on advertisements, claims of expertise, or on the cost of rendering the requested legal services.

Shpoonkle is not responsible for, and in no way endorses, any description or indication of specialization or limitation of practice by an attorney or law firm. Please be aware that no agency or board may have certified such attorney as a specialist or expert in any indicated field of law practice. In addition, an attorney claiming specialization is not necessarily any more expert or competent than other attorneys. It is up to the User to question the attorneys and providers on the factual basis of any statement they make, ask for the names of the certifying agencies, and verify all information.

Users are encouraged to use caution when reviewing any information submitted by Professionals. Although Shpoonkle strongly encourages Professionals to comply with all regulations governing their conduct, it is impossible for Shpoonkle to monitor members' integrity or compliance with applicable rules of conduct.

Shpoonkle in no way endorses the content or legality of any responses, statements, or promises made by attorneys or any other parties, on or off this site.

 Under no circumstances shall any Shpoonkle.com provider be liable for any damages that result from the use of or inability to use the Shpoonkle.com website, including but not limited to reliance by a user on any information obtained from the Shpoonkle.com website or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access to Shpoonkle.com’s records, programs, or services. User hereby acknowledges that this paragraph shall apply to all content, merchandise, and services available through the Shpoonkle.com website. Shpoonkle.com will not be liable for any indirect, incidental, special or consequential damages arising from the use of the Shpoonkle.com website or the purchase of any product therefrom, even if such Shpoonkle.com provider has been advised of the possibility of such damages. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a user, some or all of the above disclaimers, exclusions, or limitations may not apply to such user, and such user may have additional rights.

22. LIMITATION OF LIABILITY

22.1 Limitation of liability

The user agrees that Shpoonkle shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or the inability to use the service or for cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through or from the service or resulting from unauthorized access to or alteration of user's transmissions or data, including, but not limited to damages for loss of profits, use, data or other intangibles, even if Shpoonkle has been advised of the possibility of such damages. The user further agrees that Shpoonkle shall not be liable for any damages arising from interruption, suspension or termination of service, including, but not limited to, direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.

22.2 Indemnification

The User agrees that Shpoonkle is not responsible for any harm that this service may cause. The User agrees to indemnify, defend, and hold Shpoonkle 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 contents or use of the Site. The User agrees that this defense and indemnity shall also apply to any breach by the Professional/Professionals of the Agreement or the foregoing representations, warranties and covenants. The User further agrees that this defense and indemnity shall include without limitation attorney fees and costs. The User also agrees that this defense and indemnity shall apply to Shpoonkle, its affiliates, directors, officers and employees. Shpoonkle reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User and the User shall not in any event settle any matter without the written consent of Shpoonkle.

22.3 Jurisdictions Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event the liability will be limited as far as legally possible under the applicable legislation.

22.4 Bar to action

Shpoonkle.com may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against Shpoonkle.com for any matter arising out of any transaction or otherwise in respect of this User Agreement.

23. APPLICABLE LAW

Any dispute arising out of or in connection with this User Agreement shall be governed by the laws of the State of Delaware, United States of America. You and Shpoonkle.com irrevocably submit to the non-exclusive jurisdiction of the courts of Delaware, United States of America

24. GENERAL

This Agreement contains the final and entire agreement between us regarding your use of the Services and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change the Services or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America applicable to contracts made entirely within Delaware and wholly performed in Delaware, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Delaware. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

This Agreement may be assigned by Shpoonkle.com to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Shpoonkle.com. In the event of any sale or transfer you will remain bound by the User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

25. Disputes with Shpoonkle

25.1 Contact Shpoonkle First. If a dispute arises between you and Shpoonkle, our goal is to learn about and address your concerns. Disputes between you and Shpoonkle must first be reported to us via the Contact Us link on the main page. Following the message sent to us you must allow for 7 days for Shpoonkle to respond to your initial message and up to 1 month to resolve the issue with you and Shpoonkle before taking legal action.

 25.2 Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than

$10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

25.3 Law and Forum for Disputes. Except as otherwise agreed by the parties or as described in section 23 above, you agree that any claim or dispute you may have against Shpoonkle must be resolved by a court located in the state of Delaware. You agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of law provisions.

25.4 Improperly Filed Litigation. All claims you bring against Shpoonkle must be resolved in accordance with section 25.1 or 25.3. of this Agreement. All claims filed or brought contrary to section 25.1 or 25.3. shall be considered improperly filed a breach of this Agreement. Should you file a claim contrary to section 25.1, or 25.3 Shpoonkle may recover attorney’s fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that Shpoonkle has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

26.5 No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

DISCLAIMER:

Shpoonkle is not a lawyer referral service and never receives a portion of any attorney's fees.We welcome feedback from visitors but are not responsible for any attorney's advice. Use of shpoonkle is subject to our terms of service and privacy policy.

Case briefs are written by law students. Shpoonkle makes no warranties as to the accuracy of the material provided in these documents.Use these case briefs at your discretion and do not rely on them for legal advice