Gugliotta OnDemand™ Legal Plan Agreement
This is a contract (“Agreement”) between us, Law Offices of John D. Gugliotta, P.E., Esq., LPA d/b/a Gugliotta & Gugliotta, LPA ("Attorney", “we”, “us”, “our”, “ours”) and you, (the "Primary Member", “you”), for the Gugliotta OnDemand services described below, including the Gugliotta OnDemand Plan (sometimes described as Advisory Services and collectively referred to as the "Legal Plans"). This Agreement constitutes a legal agreement between you and Attorney detailing the terms of your use of the Gugliotta OnDemand Plan. This Agreement is effective as of the date you accept its terms by purchasing a Gugliotta OnDemand membership or accepting a free trial thereof (the "Effective Date"). If you sign up for a Legal Plan, you accept these terms, conditions, limitations, and requirements. By purchasing a Gugliotta OnDemand membership or accepting a free trial thereof, you acknowledge that you have read this Agreement carefully and agree to be bound by its terms and conditions. PLEASE NOTE - If you are using a 7-Day free trial, your trial membership is not subject to the payment or renewal terms enumerated in Section 8(a)-8(d) of this Agreement. If you wish to continue membership in Gugliotta OnDemand following the expiration of a 7-Day free trial, you will have to enroll in a full membership by following the instructions provided in your confirmation email. Within this Agreement, you and Attorney may be referred to individually as a “Party” and collectively as the the “Parties”.)
GUGLIOTTA ONDEMAND IS NOT A SUBSTITUTE FOR ACCOUNTING, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES.
1. Legal Plan Membership. We reserve the right to accept or refuse your membership at our sole and exclusive discretion. You may not transfer or assign your Legal Plan or these benefits to any other party; provided, however, that a Primary Member may extend coverage to their designated business, and to their Eligible Family Members (as defined below) (together with the Primary Member, each a "Plan Member" and collectively the "Plan Group"). The "Effective Date" for each Plan Member other than the Primary Member must be the date on which the Primary Member elects to extend coverage to such Plan Member.
a. For the purposes of this Agreement, the term "Eligible Family Member" includes:
(i) The Primary Member's spouse or domestic partner;
(ii) Any dependent of the Primary Member who is under the age of 26;
(iii) Any dependent child of the Primary Member, regardless of age, who is incapable of sustaining employment by reason of mental or physical disability; and/or,
(iv) Any individuals who are dependent upon the Primary Member and are living in the Primary Member's home, such as a parent or grandparent.
Each Eligible Family Member to whom you extend coverage under this Agreement is bound by the terms of this Agreement.
2. Benefits of Legal Plans. The Legal Plans provide the following benefits.
a. Membership in a Legal Plan provides the following benefits (collectively, the "Plan Benefits"):
(i) Telephone consultations with one of our licensed attorneys, during normal business hours, of up to one (1) hour each, and up to one hour of time spent by our attorneys researching the topic of the consultation, limited to one consultation per month per Plan Group for each new legal matter. If we determine after the initial consultation that a letter would be of further assistance to a Plan Member, we may, in our sole discretion, provide at no additional charge to you one letter of up to two (2) pages on the Plan Member's behalf. Telephone consultations may not include discussion of any tax-related legal matter, family-law-related legal matter, or criminal legal matter.
(ii) Our review of legal documents of up to ten (10) pages, limited to review of one (1) document per Plan Group per month for each new legal matter. We will provide one (1) telephone consultation about the reviewed document, during normal business hours, and advise the Plan Member on any areas of concern and the legal implications of those provisions and their conformity to state and federal law. We will provide a written summary of that consultation.
(iii) Once during each membership year, the Primary Member will be entitled to a legal check-up (the "Legal Check-Up"). The Legal Check-Up is intended to provide the Primary Member with either an assessment of their legal profile and recommendations based on significant issues or gaps, or an update of a previous Legal Check-Up considering changes in life, circumstances, legal profile, and applicable law. The Legal Check-Up includes, at your option, a telephone or video conference consultation, during normal business hours, of up to one (1) hour to discuss the Primary Member's legal portfolio, potential updates over the previous year, and recommendations. We will provide a written summary of the consultation and any recommendations to the Primary Member's legal documents or strategies. The Legal Check-Up will become available to a Primary Member only after six (6) months of membership in the Legal Plan;
(iv) If a Plan Member engages us for services that are not included in the Plan Benefits described in subsections (c)(i) - (c)(iii) above, we will provide such legal services at a twenty-five percent (25%) discount from our attorneys’ standard rates for representation;
(v) Nothing in the Legal Plans or this Agreement will be construed to limit the right of a Plan Member to retain, at their sole and exclusive expense, an unaffiliated attorney. However, we must not be obligated to pay for any such services; and,
(vi) Plan Members are entitled to our services relating to the filing of one (1) U.S. Copyright application per month, not including any and all government filing fees. You will be responsible for any and all such government filing fees in advance of any such filing.
b. We will provide complimentary, sixty-minute consultations related to subject matters about which they represent that they are qualified in jurisdictions where they are admitted to practice. A conflict check will apply. We reserve the right to require that you to meet at our office or another location convenient to us, or we may require a telephonic consultation.
3. Exclusions | Conflicts.
a. The following items and matters are specifically excluded from the Legal Plans, and are not to be considered or treated as Plan Benefits:
(i) Any action that directly or indirectly involves us or any of our affiliates, directors, agents, or employees;
(ii) For employer-sponsored Legal Plans, any action by a Plan Member of such program that directly or indirectly involves their employer sponsor;
(iii) Any adversarial action by a Plan Member that directly or indirectly involves any other Plan Member in any Plan Group;
(iv) Any action based on acts or occurrences that are alleged to have occurred or conditions that were reasonably anticipated or foreseeable before the Plan Member's enrollment that did or may give rise to a lawsuit by or against such Plan Member; provided, however, that the Firm may, in its sole discretion and at its own risk, disregard this exclusion;
(v) Any action that resulted in the prior recruitment or retention by the Plan Member of another attorney; provided, however, that we may, in our sole discretion and at our sole risk, disregard this exclusion;
(vi) Any matter involving the laws of jurisdictions outside of the United States or its subdivisions;
(vii) Any appeal to an appellate court (i.e., not a trial court);
(viii) Any matter that, in our opinion, is frivolous in nature or objective; and/or,
(ix) Any case matter or requested service that is we determine lacks sufficient merit to warrant pursuit, or that we decide, in our sole and exclusive discretion, has been raised an inordinate or unreasonable number of times without a change in circumstances.
b. If the interests of the Primary Member of a Plan Group are adverse to those of another Plan Member in that same Plan Group, only the Primary Member is entitled to receive the applicable Plan Benefits.
4. Not Insurance. The Legal Plans that we offer are not contracts of insurance or indemnification insurance plans, and are not regulated as such. Importantly, we are not an insurance company and we do not guarantee legal representation in every situation. The Legal Plans provides our customers with access to free and discounted legal services. Under no circumstance will we reimburse or indemnify any Plan Member.
5. Use.
a. General Practices. We reserve the right to establish general practices and limits concerning use of our Legal Plans, including, without limitation, the maximum number of complimentary attorney consultations you may receive in a given period of time related to one or all subjects.
b. Right to Change Practices. We reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice. However, you have the right to cancel your membership should we materially decrease benefits.
c. Responsibility for Misuse. You are responsible for all expenses incurred or other actions that may occur through your use of a Legal Plan. You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of a Legal Plan, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
6. Authority to Enter Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" will also refer to such entity. If you do not have such authority or if you do not agree with this Agreement, you may not sign up for or use any Legal Plan. If, after your purchase, we discover that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in this Agreement and the order you placed, including without limitation, the payment obligations. We are not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication, reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.
7. Payment.
a. Legal Plan Membership Fees. You will be charged in accordance with the billing terms in effect at the time of your initial purchase, unless you are notified of a fee change in accordance with "Fee Adjustments" below. For any Legal Plan you purchase that is charged in full upon purchase, you agree that for each renewal term for such Legal Plan, the amount due for the next term will be due and immediately payable in full as of the first day of that renewed term. For each Legal Plan, your charge remains for each term no matter if you took advantage of the Legal Plan services during that term. In other words, EVEN IF YOU DO NOT USE THE LEGAL PLAN BENEFITS OR SPEAK WITH OUR ATTORNEY(S), YOU WILL BE RESPONSIBLE FOR ANY PLAN MEMBERSHIP FEES UNTIL YOU CANCEL YOUR MEMBERSHIP OR IT IS OTHERWISE TERMINATED. For more information regarding canceling your Legal Plan subscription, see the "Termination or Cancellation" section below.
b. Billing. To allow payment for the initial term of a Legal Plan, valid credit card information is due at the time of purchase. If you have purchased an automatic renewing plan from us, your Legal Plan subscription will renew automatically at the end of the initial term (the "Billing Date") and at the end of each term thereafter, unless and until you give us notice of your intention to terminate your Legal Plan subscription pursuant to the terms of this Agreement. If you do not give us notice of such intention, your credit card will be charged for the renewal term of your Legal Plan subscription on your Billing Date. If your purchase date is on the 29th through 31st day of any month, your Billing Date for renewals in months with fewer days will fall on the last day of the month. LegalZoom may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a pro-rated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless you are otherwise notified in advance by us pursuant to this Agreement, the renewal charge will be equal to the original purchase price for the Legal Plan. You agree to pay us the fees associated with your Legal Plan subscription. Additional discounts may be available for members purchasing multiple months up front, as part of certain promotions which may include additional terms and conditions presented with the offer, or where limited by law. A schedule of fees for the Legal Plan subscriptions is set forth below:
Gugliotta OnDemand monthly membership fee: $49.00 per month
c. Notice of Automatic Renewal. If applicable, we will send a reminder email to the email address of record for your account approximately one (1) week before your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and we are not obligated or required to provide such notice. You acknowledge and agree that (i) your failure to read; (ii) your inability to receive; or, (iii) our failure to send the email does not create any liability on our part or on the part of any third-party service provider.
d. Promotional Trial Memberships. We reserve the right to offer certain customers various trial or other promotional memberships, which are subject to this Agreement except as otherwise stated in the promotional offers. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING (330) 253-2225, YOUR LEGAL PLAN MEMBERSHIP WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL TERM.
e. Attorney Fees. You must pay fees for non-complimentary attorney services provided pursuant to a Legal Plan membership directly to Attorney.
8. Fee Adjustments. We reserve the right to increase our fees for any Legal Plan membership effective the first day of a renewal term by giving you notice of the new fees at least thirty (30) days before the beginning of the renewal term. If you do not cancel your membership pursuant to Section 11 of this Agreement, you must be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the next renewal term without any pro rata for the period covered under the prior fee schedule.
9. Termination or Cancellation.
a. By Attorney:
(i) If our do not make payment on the Billing Date, as described in Section 8 above, you will have until the one (1) month anniversary of your Billing Date to correct the credit card information on file and post a payment to your account. If, after the expiration of this grace period, you have not made any payment on your Legal Plan membership, your non-payment may result in suspension of service and subsequent termination of your Legal Plan membership.
(ii) Your right to use a Legal Plan membership is subject to any limits established by us or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, we reserve the right, in our sole and absolute discretion, to suspend or terminate your access and account, which in effect must terminate this Agreement and all of our obligations under this Agreement. If a charge made to your credit card is declined, we reserve the right to make up to five (5) attempts to bill that card over a thirty (30) day period.
(iii) If you wish to reactivate your account after such termination, there will be no setup or reactivation fees; provided, however, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the account. When an expired account is reactivated, the new term begins on the date of reactivation.
b. By Subscriber:
(i) After you have received this Agreement in your Basecamp client portal provided by us, you will have ten (10) days in which to examine it. If, during this period, you decide that you are not satisfied with the Agreement, you may return the Agreement to us and have any prepaid amounts refunded. If the Agreement is returned and you have not sought legal services pursuant to this provision within this time period, the Agreement must be void from the beginning and both you and us must be in the same position as if this Agreement had not been issued.
(ii) You will have the right to cancel your Legal Plan membership by calling us at (330) 253-2225 or by cancelling online through e-mail to hello@inventorshelp.com. After such cancellation, your Legal Plan will remain active until the end of then-applicable period.
c. Services after Termination. After termination of your Legal Plan membership, either by you or by us, you will not be able to access the corresponding Legal Plan offerings; provided, however, that any access rights to a Legal Plan granted you through a separate channel (e.g., through another Legal Plan membership) will remain in full force and effect unless and until separately terminated or cancelled.
10. Dispute Resolution. If a dispute between the Parties arises under this Agreement, the dispute will be settled by arbitration according to the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated. Both Parties will select an arbitrator from a list of arbitrators according to the applicable rules. The hearing will be conducted in Cleveland, Ohio, unless both Parties consent to a different location. The decision of the arbitrator will be final and binding on all Parties. The prevailing Party will be awarded all filing fees and related administrative costs, paid for by the other Party. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney fees, and similar costs related to collecting an arbitrator’s award, will be added to, and become a part of, the amount due under this Agreement. Ohio law governs any questions involving contract interpretation. An arbitrator’s decision may be entered in any jurisdiction in which a Party has assets in order to collect any amounts due under the arbitrator’s decision. A Plan Member has the right to file a complaint with his or her state's bar association concerning the conduct of an affiliated attorney under the Legal Plan.
11. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from us (including information provided by one of our attorneys offering a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of: (i) avoiding penalties under the Internal Revenue Code; or, (ii) promoting, marketing, or recommending to another party any matters addressed therein.
12. Non-English-Speaking Customers. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
13. Entire Agreement | Amendments | Modifications. This Agreement contains the entire understanding between the Parties as to the subject matter of this Agreement and thus supersedes all previous or contemporaneous understandings, commitments, or agreement of any kind between the Parties related to the subject matter of this Agreement. Any waiver, amendment, or modification to this Agreement must be set forth in writing and signed by the Parties, and are subject to the above conditions and must be attached to this Agreement.
14. Severability. If it turns out that a particular term or provision contained in this Agreement is not enforceable, this will not affect any other terms or provisions.
15. Waiver. If you do not comply with this Agreement and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future).
16. Third Party Beneficiaries. This Agreement controls the relationship between the Parties. This Agreement does not create any third party beneficiary rights.
17. Headings | Construction. The headings used in this Agreement are for easy of use and navigation only, and will be given no binding interpretative effect when interpreting the meaning of any of this Agreement’s terms or provisions. Within this Agreement, and unless the context requires otherwise, any pronouns will include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs will include the plural and vice versa. Reference to terms and provisions refer to the terms and provisions of this Agreement. Within this Agreement, the terms “include”, “includes”, “including”, or words of like import will be interpreted as being followed by the words “without limitation”.
18. Counterparts. The Parties may execute this agreement in any number of counterparts including, but not limited to, on the various checkout pages on this website which include this Agreement by reference, all of which together will constitute one and the same instrument. The Parties may deliver an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission and it will be effective as delivery of a manually executed original counterpart of this Agreement.
19. PRIVACY POLICY. By agreeing to be bound by this Agreement, you agree to our standard Privacy Policy, available at https://gugliotta.legal/privacy-policy, which is attached to and made part of this Agreement.