Emalfarb Law LLC (“we,” “Emalfarb Law,” or “Company”), is a law firm through which customers (“you,” or “Customer”) will be provided legal services in connection with construction projects, construction management, and obtain information on contractor payment practices and requirements.
As used in these Terms and Conditions (“Terms”) Emalfarb Law LLC, we, or Company includes its attorneys, partners, directors, its shareholders, its employees, its officers, its writers, and any other agents or contractors.
You agree that the Company and its agents or assigns SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES, LEGAL COSTS, LOST PROFITS, LOST COLLECTIONS, LOST OR ELAPSED RIGHTS, OR ANY OTHER LOST BENEFIT OR ADVANTAGE THAT IN ANY WAY IS DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE COMPANY’S SERVICES, INFORMATION, CONTENT, OR PERFORMANCE, REGARDLESS OF ANY NEGLIGENCE, WHETHER MINOR OR GROSS, on the part of the Company, its agents or assigns.
You have a duty to and agree to defend, indemnify and hold harmless the Company, its agents and assigns, from and against any and all liabilities of every nature, which arise from or are related to the Company’s performance of services on your behalf, including but not limited to (a) injury or death of any person; (b) damages to property; (c) defect in title or financing; (d) violation of any laws; (e) failure to pay recordation or other fees or taxes to any governing agency: (f) failure to pay contractors, employees, suppliers, or other parties to which it owes liability for anything related to Company’s services; (g) damages to other parties, contractors, subcontractors, or supplies; or (h) delay, financing, rental, or clouded title damages, all of which is including, without limitation, consequential, incidental and special damages, costs, claims, penalties, fines, forfeitures, causes of action, or suits and the costs and expenses incident thereto, including costs of defense, negotiation, preparation, settlement and reasonable attorneys’ fees, which you, your client or any other party, may incur, suffer, or be responsible for, which is caused by, arise out of, or are related to the performance of the Company’s services, in any manner.
Your obligations to indemnify, defend and hold harmless the Company survives any allegations or judgment which implicates that the Company or another party is partially, collectively, comparatively, or contributory negligent or responsible for any portion of the damages, up to and including the full extent of the your responsibility for liability explained herein.
The Company’s right to indemnification is an additional right and does not limit or exclude other remedies such that Company shall have any and all rights granted by this Agreement or law. Your duty to defend the Company and duty to indemnify and hold harmless the Company are separate and independent obligations, but cumulative, and the duty to defend arises immediately upon the Company being placed in a defensive position under any circumstance related win anyway to your use of Levelset’s software or services. Company shall be entitled to select its own legal counsel but you shall remain liable for the full cost of those fees and legal costs, which the Company is entitled to under this Section.
You specifically agree that the information provided by you is correct and factual to the full extent such information is or should be known to you, and that the information is otherwise appropriate for use. Use of the platform in a fraudulent manner, or otherwise providing information you know or should know is incorrect, is a violation of these Terms for which you shall be liable to the Company. Your liability for such use or providing such information extends to all damages suffered by the Company and related to the use and or information. You further specifically agree that, to the extent any document filed by you through the Company’s software is fraudulent, improper, based on incorrect facts, or otherwise must be released whether pursuant to a valid demand, court order, or otherwise, you will 1) release the document if it is a type that may be released; or, for all other documents 2) send a retraction letter. Related to the foregoing, you have a duty and obligation to the Company to respond to Company requests for information from you and/or statements related to your position in the event any document sent or filed by you through the use of the Company’s software or services is challenged or disputed in any way. If you do not respond to Company requests related to a disputed or challenged document, or if you attempt to not accept your duties to defend and indemnify the Company related in any way to your use of the Company’s software or services, you HEREBY EXPRESSLY AUTHORIZE THE COMPANY TO RELEASE, CANCEL, OR OTHERWISE RETRACT THE DOCUMENT AT ISSUE FOR YOU AS IF YOU HAD ORDERED OR REQUESTED THE RELEASE, CANCELLATION, OR RETRACTION YOURSELF.
Any dispute with the Company that is not otherwise satisfactorily resolved, must be resolved through arbitration, as set forth below. This also applies to any dispute initiated by the Company. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are expressly prohibited – neither you nor the Company shall be entitled to join or consolidate claims in arbitration. In the event a dispute is submitted to Arbitration, you and the Company shall split the costs of Arbitration, including the costs for the initiation of such Arbitration proceeding. The Arbitration shall be conducted in Chicago, Illinois, at American Arbitration Association (“AAA“). Venue for any Arbitration proceeding hereunder shall be in Chicago, Illinois; the Arbitration shall be conducted by a neutral or arbitrator based in Chicago, Illinois, and the proceeding shall be governed by the Federal Arbitration Act.
(a) The Company and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:
For the purposes of this Arbitration Agreement, references to the “Company”, “you,” and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements.
You agree that, by entering into these Terms, you and the Company are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website used in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.
(b) A party who intends to seek arbitration must first send, by U.S. certified mail or email, a written Notice of Dispute (“Notice”) to the other party. A Notice to the Company shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Thomas Emalfarb at firstname.lastname@example.org, if by email, or at Emalfarb Law, PO Box 2011, Northbrook, IL 60062 if by conventional mail. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, arbitration proceedings may be commenced by either party.
(c) The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not award relief in excess of what these Terms provide or award punitive damages or any other damages not measured by actual damages.
(d) All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential, except as needed for an appeal of the arbitration award for improper determinations of matters of law only.
(e) The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. If this specific proviso is found to be unenforceable, it is severable from the rest of the arbitration agreement.
(f) It is the intent of you and the Company that any discovery pursuant to the arbitration proceeding be limited to that directly related to the issue being arbitrated to the fullest extent possible.
(g) It is the intent of you and the Company that the arbitration be completely concluded in 180 days or less from its initiation, to the fullest extent possible, and to the extent that each party is afforded a fair and reasonable arbitration and neither party’s rights are significantly negatively impacted by the imposition of this timeline.
Conducting the Arbitration
You agree that any and all of your owners, principals, employees, and agents agree to the jurisdiction of the Arbitration, when the claims made against them arise out of your use of the Company’s services. The Company agrees to moderate discovery procedures, including production of documentation, inspection of property, interrogatories not to exceed twenty-five, and requests for admissions not to exceed twenty-five, subject to paragraph (f) below. You, your owners, principals, employees, and agents agree to submit responses to any and all informal subpoena requests, which do not require the signature or execution before a court of law. Any and all arbitration proceedings shall be heard within one calendar day, not to exceed eight hours and the arbitrator’s award shall be returnable within no more than ten (10) days from the date of the hearing. Any award of the arbitrator shall be determined a final judgment once confirmed by Cook County District Court, State of Illinois. You and the Company shall have the right to a single appeal to the Court of Appeals with jurisdiction over the arbitration award, to challenge an award for improper determinations of matters of law only. You or the Company shall have no further appellate rights. The ruling of the applicable Court of Appeals shall be the final resolution of all matters between the parties hereto.