AGREEMENT FOR ATTORNEY SUBSCRIBERS

II. NATURE OF ASSOCIATION BETWEEN ATTORNEY SUBSCRIBER AND ATTORNEYS AMERICA: PROVIDING ONLY A FORUM

Attorneys America is a Web Site Service, (hereinafter "Service"), that offers an open market forum for providers and purchasers of legal services to contact one another in an effort to form a professional relationship. Attorneys America does not involve itself in the agreements and relationships between attorneys and prospective clients. Attorneys America does not guarantee that the parties will enter into an agreement, nor does Attorneys America guarantee the integrity of either party. Attorney Subscriber alone, and not Attorneys America, is responsible for assessing the integrity, honesty, and creditworthiness of all potential clients with whom Attorney Subscriber contacts through the Service.

Attorneys America is not accountable for the nature of the subject matter posted on its web site. The statements posted are the views of the potential clients and Attorney Subscribers and do not reflect those of Attorneys America. Further, data submitted by potential clients and Attorney Subscribers are not verified for accuracy or monitored prior to their posting on Attorneys America. As such, Attorney Subscriber must use prudence and common sense when utilizing the Service.

II. ATTORNEY SUBSCRIBER REQUIREMENTS FOR PARTICIPATION

Any attorney who is currently licensed to practice law in at least one jurisdiction within the United States is eligible to participate as an Attorney Subscriber in the Service. Attorney Subscriber shall not use the Service if Attorney Subscriber is not in good standing with the jurisdiction to which the Attorney Subscriber is or has been admitted to practice law. Attorney Subscriber must, at all times, carry errors and omissions insurance in the amount of $100,000 for a single occurrence and $300,000 aggregate per year. It is understood by the Attorney Subscriber that Attorneys America does not make any representations to any party concerning an attorney's qualifications or eligibility to practice law. Attorney Subscriber alone is responsible for informing prospective clients of all known or potential impediments to Attorney Subscriber's ability to represent a client in any given jurisdiction.

Attorney Subscriber agrees that Attorneys America has the right, in its sole discretion, to deny the Attorney Subscriber access to the Service if the Attorney Subscriber has a record of professional discipline, has suffered adverse civil or criminal judgments of any kind, is the subject of complaints by other Attorneys America Subscribers, and/or if Attorneys America has any reason to believe that Attorney Subscriber will not fulfill his or her professional obligations to his or her clients.

III. ATTORNEY SUBSCRIBER FEE

Attorney Subscriber will be charged a membership fee for use of the service based on an annual or monthly subscription.

IV. GUIDELINES FOR PAGE CONTENT

Attorneys America reserves the right to remove from their web site any entries of an Attorney Subscriber, in Attorneys America's sole discretion, which violate the below stated page content guidelines, or are otherwise in violation of the law. However, Attorneys America does not monitor the content of Attorney Subscriber entries, but will investigate complaints of violations of these guidelines.

V. ATTORNEY SUBSCRIBER MUST NOTIFY ATTORNEYS AMERICA OF ALL ATTORNEY-CLIENT RELATIONSHIPS

Central to this Agreement and material to the relationship between Attorney Subscriber and Attorneys America is the obligation of Attorney Subscriber to notify Attorneys America of each instance where Attorney Subscriber is retained by a client as a result of the advertising services provided by Attorneys America. Attorney Subscriber must notify Attorneys America within 10 days after the commencement of a formal attorney-client relationship. Email can be sent to info@attorneysamerica.com. Attorneys America may, periodically, send to Attorney Subscriber the names of potential clients who requested the Attorney Subscriber's contact information. Attorney Subscriber must notify Attorneys America within 10 days of the inquiry, whether the potential client contacted the Attorney Subscriber and whether the parties entered into an attorney-client relationship. Attorney Subscriber agrees not to contact the potential client if no contact has been made or no relationship formed.

Attorney Subscriber also understands and agrees that Attorneys America may implement and periodically utilize, various administrative devices for the purpose of verifying compliance with this notice provision and may contact Attorney Subscriber and/or the potential client in its inquiry. To facilitate such inquiries and/or in the case of a dispute, Attorneys America may request, and Attorney Subscriber hereby agrees to provide for inspection, any useful records from Attorney Subscriber's practice or any other documentation so long as it does not constitute a breach of the attorney-client relationship.

VI. NO TRANSFER OF INTEREST

Attorney Subscriber agrees not to resell, or assign his/her service account. Attorney Subscriber agrees not to grant access to Attorney Subscriber's service account to any other party, for any reason, and to take all reasonable precautions to prevent third-party access to the Service through Attorney Subscriber's service account.

Attorney Subscriber agrees not to assign, refer or otherwise convey potential clients obtained through the Service to any other attorney or legal service provider, within or outside of the Attorney Subscriber's firm, unless Attorney Subscriber remains the attorney of record on the case.

VII. ATTORNEY SUBSCRIBER'S OBLIGATION TO REGISTER

The information listed below about Attorney Subscriber shall be referred to as "Registration Data." If any data submitted by Attorney Subscriber is untrue, inaccurate, not current or incomplete, Attorneys America has the right to terminate Attorney Subscriber's account and refuse any and all current or future use of the Service.

Attorney Subscriber agrees to:

VIII. ATTORNEY SUBSCIBER'S ACCOUNT, PASSWORD AND SECURITY

Attorney Subscriber will receive a password and account upon completing the registration process. Attorney Subscriber is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all actions that occur under Attorney Subscriber's password or account. Attorney Subscriber agrees to promptly notify the Service of any unauthorized use of Attorney Subscriber's password or account, or any other breach of security.

X. CONFIDENTIALITY

Attorney Subscriber agrees to keep all client data obtained through this Service strictly confidential regardless of whether an attorney-client relationship is eventually formed between the parties. Attorney Subscriber further agrees that data obtained through this service, as it pertains to clients or other subscribing attorneys, will be used exclusively for the purposes of determining whether to enter into an attorney-client relationship and will not be used in any manner that may violate Attorney Subscriber's ethical obligations, the laws and regulations of any jurisdiction, or any term of this Agreement.

In particular, Attorney Subscriber will be responsible for conformity with the conflict of interest rules in his or her jurisdiction. Before soliciting information from any User, Attorney Subscriber will first obtain sufficient information to run a conflicts check or otherwise to satisfy him or her self that he or she is ethically permitted to contact and give legal advice to the User. Attorneys America has no responsibility for Attorney Subscriber's proper discharge of his or her professional duties in that or any other regard.

XI. ADDITIONAL ATTORNEYS AMERICA RIGHTS

XII. OTHER RESPONSIBILITIES OF ATTORNEY SUBSCRIBER

Attorney Subscriber is solely responsible for all data tendered to third-parties through the Service, including, but not limited to, the Attorney Subscriber's advertisements, Attorney Subscriber's profile and contact information, fee proposals submitted to potential customers clients, and all other communication with prospective clients.

Attorneys America does not verify, endorse or otherwise vouch for the contents of any Attorney Subscriber statement. Attorney Subscribers can be held legally liable for the contents of all information transmitted or made available to third-parties, and may be held legally accountable if such information is inaccurate, defamatory, deceptive, misleading, or violates the law or any rules governing attorney conduct.

Attorney Subscriber alone is responsible for conformity with attorney advertising rules, legal ethics rules and any other regulations governing the practice of law in the state(s) in which the Attorney Subscriber practices. Attorneys America will not be held liable for any violation or breach committed by Attorney Subscriber.

Attorney Subscriber assumes responsibility for all data obtained from use of the Service. The data submitted to the Service, is submitted by Attorney Subscribers and potential clients, and Attorneys America does not guarantee the validity or accuracy of any such information.

XIII. LOSS OF DATA

Attorneys America is not liable for any loss of data resulting from an accidental or deliberate deletion, network or system outages, file corruption or any other reasons.

XIV. MODIFICATIONS TO AGREEMENT

Attorneys America may modify this Agreement at any time. Attorney Subscriber will be given notice of any change and will be responsible for promptly reading and complying with the new terms and conditions. Continued use of the Service will indicate acceptance of the new terms and conditions.

XV. MODIFICATIONS TO SERVICE

Attorneys America reserves the right to change or discontinue, temporarily or permanently, the Service with or without notice to Attorney Subscriber. Attorney Subscriber agrees that Attorneys America shall not be liable to Attorney Subscriber or any third-party for any changes to or discontinuance of the Service. Upon the decision by Attorneys America to end this agreement with Attorney Subscriber, Attorneys America will refund the unused portion of Attorney Subscriber's fees already paid, in the amount of a pro-rata share in relation to the remainder of Attorney Subscriber's term. Attorney Subscriber acknowledges and agrees that any termination of Service under this agreement may be effected without prior notice. Further, Attorney Subscriber acknowledges and agrees that Attorneys America may immediately delete data and files in Attorney Subscriber's account and bar any further access to such files or the Service.

XVI. ATTORNEYS AMERICA'S PROPRIETARY RIGHTS

Attorney Subscriber acknowledges and agrees that the content, including but not limited to text, software, music, sound, photographs, graphics, video, page layout, and design or other material contained in the Service, or information presented through the Service, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Attorney Subscriber acknowledges and agrees that Attorney Subscriber is permitted to use this material and information only as expressly authorized by Attorneys America, and may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express authorization. Attorney Subscriber acknowledges and agrees that Attorneys America can display images and text throughout the Service.

XVII. LIMITATION OF LIABILITY

1. USE, OR THE INABILITY TO USE, THE SERVICE;
   
2. FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES;
   
3. ANY GOODS OR SERVICES PURCHASED OR OBTAINED FROM ATTORNEYS AMERICA;
   
4. MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
   
5. UNAUTHORIZED ACCESS TO OR ALTERATION OF ATTORNEY SUBSCRIBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, EVEN IF ATTORNEYS AMERICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
   
6. 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 NOT.

XVIII. DISCLAIMER OF WARRANTIES

ATTORNEY SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ATTORNEY SUBSCRIBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ATTORNEYS AMERICA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ATTORNEYS AMERICA MAKES NO WARRANTY THE SERVICE WILL MEET ATTORNEY SUBSCRIBER'S REQUIREMENTS. ATTORNEYS AMERICA MAKES NO WARRANTY THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

FURTHER, ATTORNEYS AMERICA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE ACCURACY OR TRUSTWORTHINESS OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. ATTORNEYS AMERICA MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED, OR INFORMATION OBTAINED THROUGH THE SERVICE, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ATTORNEY SUBSCRIBER FROM ATTORNEYS AMERICA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

XIX. ARBITRATION

Any controversy or claim arising out of or relating to this Agreement or Attorneys America Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered by any court having jurisdiction thereof. Either Attorney Subscriber or Attorneys America may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles County, California, necessary to protect the rights or property of Attorney Subscriber or Attorneys America pending the completion of arbitration.

XX. CALIFORNIA LAW

This Agreement and the relationship between Attorney Subscriber and Attorneys America shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

XXI. HEADINGS

The headings in this Agreement are for convenience only and have no legal or contractual effect.

XXII. AUTHORITY OF SIGNATORIES

All parties covenant that they possess the necessary capacity and authority to enter into this Agreement.

XXIII. SEVERABILITY

If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

XXIV. EFFECTIVE DATE OF AGREEMENT

This Agreement shall take effect immediately upon execution by the last signatory and or usage of the service

XXV. MISCELLANEOUS PROVISIONS

This Agreement, incorporates by reference any notice by Attorneys America contained in any of the Service's Web Site pages, including but not limited to Attorneys America Privacy Policy, Attorneys America Fee Agreement and Attorneys America Registration Form, and constitutes the entire understanding between Attorney Subscriber and Attorneys America regarding the Attorney Subscriber relationship to the Service.

The failure of Attorneys America to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Attorney Subscriber agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be served on Attorneys America within one (1) year after such claim or cause of action arose or be forever barred.