Last Updated 09-04-2016
These Website Terms and Conditions are incorporated into and made a part of any contract for legal services by and between M. Edward Burdzinski, P.C. and its clients.
M. Edward Burdzinski, P.C. reserves the right, at any time and in its sole discretion, to update and change any or all of these Website Terms and Conditions. Unless otherwise stated herein, when M. Edward Burdzinski, P.C. changes these Website Terms and Conditions, M. Edward Burdzinski, P.C. will modify the “Last Updated” date above. You are responsible for regularly reviewing the most current version of the Website Terms and Conditions. Your continued use of the website or Client Portal Service after any such changes have been made shall constitute your consent to be bound by such changes. If you object to any changes to these Website Terms and Conditions or any changes to the Client Portal Service (as defined below), your sole and exclusive remedy shall be to cease using this website and the Client Portal Service (as defined below) according to the terms herein.
M. Edward Burdzinski, P.C., reserves the right, at any time and in its sole discretion, to suspend or cease providing the website and/or the Client Portal Service (as defined below) or terminate these Website Terms and Conditions at any time for any reason.
Client Portal Service
M. Edward Burdzinski, P.C. provides to those of its clients who elect to use it, an internet-based software system provided by one of M. Edward Burdzinski, P.C.’s vendors (the “Client Portal Service”), consisting of login credentials (as defined below), and services designed to be secure and confidential, including communication tools, document sharing, calendaring system, and a billing and payment system. M. Edward Burdzinski, P.C.’s vendor may add or delete components to this system without notice, and any such change shall automatically constitute the Client Portal Service under these Website Terms and Conditions without an update to these Website Terms and Conditions. The term “your client portal” refers to that part of the Client Portal Service to which you have been granted access.
Protect your client portal login credentials – You are solely responsible for keeping secret, your Client Portal Service user name and password (“login credentials”). Neither M. Edward Burdzinski, P.C., nor M. Edward Burdzinski are internet security experts. You should consult with an IT specialist to help you keep your login credentials secure. Neither M. Edward Burdzinski, P.C. nor M. Edward Burdzinski take responsibility for the security of your login credentials. We do not have, and will never ask for, your login credentials. You are responsible for making sure no one else gets your login credentials. Do not share your login credentials with ANYONE for any reason, no exceptions! If you discover that someone has stolen your login credentials, drop everything and change them immediately! Then immediately notify M. Edward Burdzinski, P.C. that you had to change your login info (but again, DO NOT give us your login credentials). Do not store your login credentials where someone can find them; if you must keep a copy of them somewhere consider a secure password maintenance software system and limit access to that system only to yourself; if you must keep a paper record, keep it in a safe where only you have access. Do not store your login credentials on your computing devices (PC/laptop, tablet and smart phone) unless it’s within a secure password maintenance software system. If you do not have a system in place to lock and wipe your mobile devices remotely in case they are lost or stolen, you should get one and install it as soon as possible.
Client-Responsible Users. You agree not to share your login credentials with anyone else, and to do so constitutes a breach of these Website Terms and Conditions, but if you do it anyway, such persons are referred to in these Website Terms and Conditions as a Client-Responsible User. You (i) are responsible for your Client-Responsible Users’ compliance with the Agreement, and (ii) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Client Portal Service, and shall notify us immediately of any such unauthorized access or use. It is your responsibility to remove access to the Client Portal Service if a Client-Responsible User status changes. Use of the term Client-Responsible User or any derivation thereof, shall not be construed as a waiver by M. Edward Burdzinski, P.C. of the prohibition against sharing login credentials in these Website Terms and Conditions, or as a release of your responsibility to keep secret and secure, your login credentials.
Your Responsibilities and Restrictions. You are responsible for all activities that occur under your client portal or by your Client-Responsible Users. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Client Portal Service; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Client Portal Service and notify us promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Client Portal Service; (iv) to the extent applicable, comply with all applicable rules of credit card associations (including American Express, MasterCard and Visa); and (v) obtain and maintain all computer hardware, software and communications equipment needed to access the Client Portal Service and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Client Portal Service.
You may not, and you shall ensure your Client-Responsible Users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Client Portal Service, or modify, adapt, create derivate works based upon, or translate the Client Portal Service; (ii) license, sublicense, sell, rent , assign, distribute, time share transfer, lease, loan, resell for profit, distribute or otherwise commercially exploit, grant rights in or make the Client Portal Service available to any third party; (iii) use the Client Portal Service except as expressly authorized hereunder or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Client Portal Service; (v) circumvent or disable any security or other technical features or measures of the Client Portal Service or any other aspect of the Software or, in any manner, attempt to gain or attain unauthorized access to the Client Portal Service or its related computer systems or networks; (vi) use the Client Portal Service to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Service to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; or (viii) interfere with or disrupt the integrity or performance of the Client Portal Service or third-party data contained therein.
If for any reason your access to the Client Portal Service includes access to any data that is not connected to your legal matters, it is not authorized – you are prohibited from downloading or reproducing or distributing any such data, you are to cease using the Client Portal Service immediately upon discovering your access to such data, notify M. Edward Burdzinski, P.C. immediately, and cooperate with M. Edward Burdzinski, P.C. in its investigation of your access to data that is not connected to your legal matters..
Reservation of Rights. No other rights are granted except as expressly set forth in these Website Terms and Conditions. These Website Terms and Conditions is not a sale and does not convey any rights or ownership in, or to, the Client Portal Service or any underlying software. We or our vendors own all right, title, and interest, including all intellectual property rights, in and to the Client Portal Service and the underlying software and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and programs developed by us, our vendors or their licensors during the course of performance of the Client Portal Service. M. Edward Burdzinski, P.C. reserves the right to disable your access to the Client Portal Service for any reason and without prior notice.
Taxes
You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by these Website Terms and Conditions. When we have the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Representations and Warranties
You hereby represent and warrant to M. Edward Burdzinski, P.C., its successors and assigns that (i) you have all necessary authority to enter into and perform the obligations under these Website Terms and Conditions without the consent of any third party or breach of any contract or agreement with any third party, (ii) you and any Client-Responsible Users have entered into all necessary agreements in order for to comply with these Website Terms and Conditions; (iii) you and your Client-Responsible Users shall comply in all material respects with all laws applicable to the Website and the Client Portal Service; and (iv) you will use this website and the Client Portal Service only for lawful purposes in accordance with these Website Terms and Conditions.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS, OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, BUT NOT LIMITED TO INTERNET SECURITY. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE WEBSITE TERMS AND CONDITIONS.
M. EDWARD BURDZINSKI, P.C. and M. Edward Burdzinski DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE WEBSITE AND/OR CLIENT PORTAL SERVICE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR CLIENT PORTAL SERVICE OR THESE WEBSITE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
Indemnification.
You shall indemnify, hold harmless, and defend M. Edward Burdzinski, P.C., its shareholders, directors, officers, employees, affiliates, and agents (the “M. Edward Burdzinski, P.C. Indemnified Parties”) from any and all claims, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (i) your use of this website and/or the Client Portal Service in violation of these Website Terms and Conditions or any of your acts, omissions, cardholder or ACH disputes and other cardholder or ACH customer-service related issues caused by you; (ii) your Client-Responsible Users; (iii) any actual or alleged breach by you of any representation, warranty, covenant or obligation under these Website Terms and Conditions; or (iv) any transactions submitted by you through the Client Portal Service; (v) your gross negligence or willful misconduct; and (vi) any unauthorized access to your Client Portal that is not due to the gross negligence of M. Edward Burdzinski, P.C., its shareholders, directors, officers, or employees. Your indemnification obligations shall survive any termination or expiration of these Website Terms and Conditions, or of your use of the website. This indemnification shall survive the termination of these Website Terms and Conditions.
Limitation on Liability.
TO THE MAXIUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL M. EDWARD BURDZINKSI, P.C. AND M. EDWARD BURDZINSKI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, THE CLIENT PORTAL SERVICE, AND/OR THESE WEBSITE TERMS AND CONDITIONS, EXCEED THE SUM OF THE AMOUNTS PAID BY YOU FOR THE LEGAL SERVICES PROVIDED TO YOU BY M. EDWARD BURDZINSKI, P.C. DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL M. EDWARD BURDZINSKI, P.C., ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF YOUR USE OF THE WEBSITE AND/OR THE CLIENT PORTAL SERVICE, OR THE PERFORMANCE OR NONPERFORMANCE BY M. EDWARD BURDZINSKI, P.C., ITS SHAREHOLDERS, DIRECTORS, OFFICERS, OR EMPLOYEES, OF THEIR OBLIGATIONS HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL M. EDWARD BURDZINSKI, P.C., ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS OR SUPPLIERS HAVE ANY LIAIBLITY TO ANY CLIENT-RESPONSIBLE USERS OF THE CLIENT PORTAL SERVICE FOR ANY DAMAGES WHATSOEVER.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR ANY CLIENT-RESPONSIBLE USERS, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Website Disclaimer
The Website Disclaimer is incorporated herein for all purposes.
Comments
Certain parts of this website offer the opportunity for users to post comments. Comments are moderated before posting and best efforts will be made to post appropriate comments as soon as practical. We strive to respond to as many relevant questions and comments as possible, but reserve the right to use our judgment in selecting the comments to which we respond. Additionally, we reserve the right to delete obscene, profane, off-topic, out of context, spam or promotional postings.
We encourage you to post a comment if you would like to add your perspective to a blog post, share an experience, or have a general legal question about the topic the blog post addresses that may benefit other readers. However, please do not post fact-specific legal questions for which you require tailored legal advice. If you require specific legal advice, please contact us to request legal services. Consultations and tailored legal advice will be billed at my hourly rate.
Additionally, please do not post comments that do not add to the conversation and are posted simply as a means of promoting your business. Such comments will be deleted.
Personal Information and Privacy Statement
In connection with your use of the Client Portal Service, you will comply with all applicable privacy and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personally Identifiable Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. You agree to comply with the descriptions and provisions of the Privacy Statement. “Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
Miscellaneous.
Independent Parties. You and M. Edward Burdzinski, P.C. are independent contractors. These Website Terms and Conditions do not create any joint venture, partnership, agency or employment relationship between us. You shall be solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers. Neither you nor any of your employees, representatives, or service providers shall make any representations, warranties or guarantees with respect to M. Edward Burdzinski, P.C., these Website Terms and Conditions, or the Client Portal Service other than as expressly authorized by M. Edward Burdzinski, P.C. in writing.
Assignment. Neither these Website Terms and Conditions, the Client Portal Service provided to you, nor any of your rights or obligations under these Website Terms and Conditions may be assigned or transferred by you.
Force Majeure. Neither M. Edward Burdzinski, P.C. nor M. Edward Burdzinski will be responsible for any delay, interruption or other failure to perform under these Website Terms and Conditions, or the Client Portal Service, due to acts beyond their reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; failures of third party suppliers, service providers or vendors; and any other cause beyond the reasonable control of M. Edward Burdzinski, P.C. and/or M. Edward Burdzinski.
Choice of Law. These Website Terms and Conditions and any dispute arising out of or in connection with these Website Terms and Conditions shall be governed by and construed under the laws of the State of Texas, without regard to any conflict of laws provisions.
Dispute Resolution. In connection with any disputes arising out of or related to these Website Terms and Conditions, the parties to these Website Terms and Conditions agree that prior to initiating any action in a court of law, to: first, negotiate in good faith to resolve the disputes; second, if negotiations fail to resolve a dispute, mediate their dispute through the Harris County Dispute Resolution Center if the dispute qualifies, or with a mutually acceptable mediator (or, if the parties cannot agree on a mediator, have the mediators of their choice select a third mediator). VENUE FOR ALL FORMS OF DISPUTE RESOLUTION SHALL LIE EXCLUSIVELY IN HARRIS COUNTY, TEXAS, AND IN THE EVENT OF LITIGATION, THE PARTIES CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED WITHIN HARRIS COUNTY, TEXAS. THE PARTIES WAIVE TRIAL BY JURY. Nothing in these Website Terms and Conditions shall prevent a party from seeking injunctive relief by a court of competent jurisdiction located in Harris County, Texas.
Notices. You agree that we may provide any and all notices, statements and other communications to you through either the Client Portal Service (if you have access to it), e-mail, the US Postal Service, express delivery service, or delivered by a recognized commercial carrier addressed to your last known address on file with M. Edward Burdzinski, P.C. You are responsible for providing us with any updated contact information.
No Waiver; Cumulative Remedies. No failure or delay by either party in exercising any right under these Website Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of these Website Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Website Terms and Conditions shall remain in full force and effect.
Entire Agreement. To the maximum extent permitted by applicable law, these Website Terms and Conditions, together with any documents referenced herein, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Website Terms and Conditions. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Website Terms and Conditions except as expressly stated in these Website Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Website Terms and Conditions (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided in these Website Terms and Conditions. You acknowledge and agree that your agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Client Portal Service. As to the use of the website and the Client Portal Service, in the event of any conflict between the provisions in these Website Terms and Conditions and any other agreement between the parties, the Website Terms and Conditions shall prevail, to the extent of such conflict.
Export. Both parties agree to comply with applicable US export and import laws and regulations. You shall not yourself, and you shall not permit your Client-Responsible Users to, access or use the website or the Client Portal Service in violation of any U.S. export embargo, prohibition or restriction.
Term and Termination
The term of these Website Terms and Conditions shall be conterminous with the termination of your use of the Website and/or the Client Portal Service. Notwithstanding the above, M. Edward Burdzinski, P.C., reserves the right, at any time and in its sole discretion, to suspend or cease providing the website and/or the Client Portal Service or terminate these Website Terms and Conditions at any time for any reason.
