This agreement does not apply to legal services or the firm’s legal representation of the entity. All legal services and representation as your attorney are governed by the client engagement letter and the rules of professional responsibility.
By completing a transaction on this Subscription Site, you are consenting to transact electronically and are entering into a binding contract governing your use of the Subscription Site.
Before you click on the “I accept and agree” button, carefully read the terms and conditions of this agreement. By clicking on the “I accept and agree” button, you are agreeing to be bound by and are becoming a party to this agreement. If you do not agree to all of the terms of this agreement, click the “decline” button and do not provide payment.
If you are entering into this Agreement on behalf of an entity (corporation, partnership or otherwise), you certify that you are authorized to sign for and bind the entity. If you are not authorized to sign for and bind the entity, click the “Decline” button and have a person authorized to sign for and bind the entity complete the acceptance process.
You acknowledge that by beginning to use the Subscription Site, you have consented to this Agreement.
You acknowledge and agree that access to the Subscriber Services is restricted to nonprofit entity organizations who are current clients of Birken Law Office PLLC with a signed engagement letter on file (each, an “Eligible Subscriber”). By signing this you promise that you are an Eligible Subscriber.
You acknowledge that Birken Law has no obligation to enter into this Agreement, that we reserve the right to restrict your access to the Subscription Site, in our sole discretion.
All legal services that are ordered from a flat fee menu of services are legal services provided by Birken Law in its capacity as counsel for you as a current client of the firm and under the auspices of a client engagement letter on file with us.
Pricing Update Schedule.
Pricing listed on the flat fee menu of services is subject to change periodically according to a schedule set by us in our sole discretion. Flat fee menu prices may be updated quarterly or on any reasonable schedule as determined by the firm. We’ll honor menu prices listed at the time services are ordered even if pricing changes later. Once you’ve paid the flat fee, you’re set, even if prices change.
Flat Fee Legal Services Payments.
Payment for all flat fee legal services ordered is due at the time of ordering unless we agree to a different payment method with you. Flat fee payments are not deposited in a trust account. In the event work ordered is cancelled or you terminate your client relationship with the firm, a prorated amount will be refunded to you. These terms are restated from the client engagement letter which is controlling for legal services. See your client engagement letter for more information about legal fees.
III. CONTENT LICENSES
What is Content?
The documents and resources made available through the Subscription Site include our training materials, videos, forms, fillable documents, sample policies, member badges, and any other resources provided to you as a Subscriber.
What is not Content?
Legal services ordered through the flat fee menu are not Content.
All Content provided on the Subscription Site and the website itself and all written or creative works contained in it is the intellectual property of the firm.
In consideration for the subscription fee (the “Subscription Fee”) you receive a non-exclusive, non-transferable, non-sublicenseable Limited Use License (as defined below) to use our Content.
Reservation of Rights.
Birken Law retain all rights in the Content as well as all rights to our logos, trademarks and service marks used in connection with the law firm or Subscription Site. The license to any individual piece of Content is fully revocable by the firm. For example, Content may become out of date or inconsistent with best practice or the law. We reserve the right to recall any content and revoke your license to use it if we determine, in our sole discretion, that we no longer wish to offer the Content to you. You must provide attribution to the firm in connection with your use of the Content where required. Without limiting the generality of those statements, we reserve any rights not expressly granted to you in this Agreement. If you wish to license Content for any purpose or use not specifically addressed in this Agreement, please contact us.
Revocation of License.
Without limiting the statements above, if a license to Content is revoked, you agree to promptly make all deletions, corrections and substitutions, and abide by our direction when you are notified.
You agree not to modify or copy the Subscription Service or the Content or create any derivative works based on the Service or Content. You agree not to sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Content available to any third party. You agree not to reverse engineer or decompile any portion of the Service or Content, including but not limited to, any software utilized by Us in the provision of the Service and Content. You agree not to access the Service or Content in order to build any commercially available product or service. You agree not to copy any features, functions, integrations, interfaces or graphics of the Service or Content. You agree this term is enforceable even after the Agreement ends.
IV. PASSWORDS AND USE OF THE SITE
You Control Your Account.
As a subscriber, you create a user ID and password to access the Subscription Site. You agree that when your account is accessed to order legal services by someone using your user ID or password, you will be charged the applicable fee against your account. You are responsible for all charges against your account. If your password is lost or stolen, or too many staff have access to the ability to order legal services you should immediately change your password and update your account to prevent that use.
When orders for legal services come in, we will assume that those orders are authorized by you. You agree that we cannot know if work orders are authorized by your organization, therefore we’ll assume that they are. If staff ordered work that you don’t want done, please contact us immediately so we can work out a solution. You’re responsible for preventing unauthorized access or use of your account. If you believe that any unauthorized access or use has occurred, please notify us immediately using the contact page or call 612.200.3679 and dial 0.
V. TERM AND TERMINATION
The term of this Agreement is month to month and is indefinite until your subscription ends.
You may cancel the subscription at any time by managing your subscription in the member account area of the Subscription Site. Cancelling your subscription does not terminate our representation of you as a client of the firm. If you want to terminate our representation of you as a client you may do that at any time, just let us know. Representation for legal services is governed by your engagement letter and the Rules of Professional Conduct.
Termination of Content or Entire Subscription.
From time to time we may remove items of Content from the Subscription Site. We reserve the right to discontinue providing any or all of the Content at any time for any reason. This clause does NOT apply to legal services or the firm’s representation of your nonprofit. All legal services and withdrawal from your representation as your attorney are governed by your client engagement letter and the Rules of Professional Responsibility. Here are some examples of why we might terminate the Agreement or individual Content:
- We determine, in our sole discretion, that you do not meet the eligibility requirements set forth above and therefore are not an Eligible Subscriber (For example, if you terminate our legal representation, your organization would no longer be eligible to subscribe);
- You have or reasonably appear to have breached any provisions of this Agreement;
- You have not paid the subscription fees due;
- We determine, in our sole discretion, that a piece of Content must be withdrawn; or
- We determine in our sole discretion that your continued license of the Content subjects the firm to liability.
VI. OUR LIMITED REPRESENTATIONS AND WARRANTIES TO YOU
We represent and warrant to you that we provide Content on the site in a good and workmanlike manner. If an error appears in a piece of Content, your sole remedy and our sole liability is to use reasonable efforts to issue an updated version of the Content that corrects the issue or remove it.
We provide Content such as template forms and documents that we have produced to a standard that we believe in good faith will generally work for the average nonprofit or small business following GAAP accounting standards and industry best practices for business operations and governance. Since we do not know the exact circumstances or specifications for your use of any piece of Content (such as forms or policies) we encourage Subscribers to purchase legal services to customize documents for you whenever possible as we cannot promise our Content will work for your particular specifications unless you order legal services.
This clause only applies to the Content provided on the Subscription Site and does NOT apply to legal services or the law firm’s representation which are governed by your engagement letter and the Rules of Professional Conduct.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBSCRIPTION SITE OR THE CONTENT.
VII. YOUR REPRESENTATIONS AND WARRANTIES TO US
You promise that 1) you are an Eligible Subscriber; 2) that all information provided by you in the Subscription Form is in all respects complete, truthful, and accurate; and 3) that you will keep your account information up to date.
Use of Entity Name.
You promise that we can use your entity’s name and logo in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that entity is a subscriber to Mission Guardian. You can notify us in writing if you don’t want to grant us that right and we’ll honor your request.
VIII. LIMITATION OF LIABILITY
You agree that the firm is not liable for any of your use of our Content and you accept it as is, where is with all faults. You agree that you have the opportunity to request legal advice and not rely on general educational or training materials or standardized templates and that you rely on those at your own risk. You acknowledge we cannot be responsible for your results if you take Content we provide and modify it for your own purposes without legal advice.
YOU AGREE THE MAXIMUM AMOUNT OF DAMAGES IN ANY DISPUTE ABOUT THE SUBSCRIPTION SITE OR CONTENT INSIDE OF IT IS LIMITED TO THE SUBSCRIPTION FEES PAID TO US DURING YOUR SUBSCRIPTION TERM. YOU AGREE THIS AMOUNT IS A REASONABLE ASSESSMENT OF DAMAGES. (THIS IS NOT A LIMITATION OF MALPRACTICE CLAIMS REGARDING LEGAL SERVICES GOVERNED BY THE CLIENT ENGAGEMENT LETTER).
You agree that Birken Law or its successors may assign and / or license any and all of its rights and delegate any and all of its obligations in the Agreement without your consent.
We may provide notifications regarding the Subscription Site to you via email notice, written or hard copy notice, or through posting notices on the welcome page Subscription Site, or through any other reasonable method that we decide to use.
You agree that: (i) the Subscription Site is deemed solely based in Minnesota; and (ii) the Subscription Site is a passive service one that does not give rise to personal jurisdiction over Birken Law in jurisdictions other than Minnesota. This Agreement will be governed by the laws of the State of Minnesota, without respect to any conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Hennepin County, Minnesota for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Mediation provision below.
For any dispute with Birken Law regarding the Subscription Site, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that we aren’t able to resolve a dispute with you after attempting to do so informally, we each agree to resolve any dispute by mediation (excluding any claims by the firm for injunctive or other equitable relief). The mediation will be conducted in Hennepin County, Minnesota. Each party will be responsible for paying half of the costs of mediation fees.
All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree that, by entering into this agreement, each of us are waiving the right to a trial by jury or to participate in a class action with respect to use of the subscription site.
XII. ENTIRE AGREEMENT
This Agreement is the entire agreement between us with respect to the Subscription Site and the Content provided on the Subscription Site. The engagement letter is the controlling document for legal services and legal representation.