Disclaimer and Terms & Conditions

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. 

To the extent you attempt to recover any damages in contravention to the above, you understand and explicitly agree that you shall be liable for  any and all costs, including attorneys’ fees, that the Company incurs  in defending itself against the claim and enforcing these Terms of Use. 

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. 

Arbitration Agreement:

(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:

• claims arising out of or relating to  any aspect of the relationship between us, whether based in contract,  tort, statute, fraud, misrepresentation, or any other legal theory;

• claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising); and

• claims that may arise after the termination of these Terms.

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 tom@emalfarblaw.com, 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.