"Lead" shall mean an instance where an individual either (i) fills out an on-line form, (ii) contacts SP and requests an evaluation, or (iii) otherwise requests additional information about the Licensee’s law practice as a result of SP’s Services. About the 1st day of each calendar month, SP shall provide to Licensee a list of all Leads that were provided during the preceding calendar month (a “Lead Notice”), which shall be deemed to be final and accepted unless Licensee, within 5 business days of its receipt of the Lead Notice, requests a credit in writing to SP for one or more Invalid Leads. “Invalid Leads” shall mean each Lead (i) with a disconnected telephone number or a number that bears no connection to the name of the Lead, or (ii) which is a duplicate of a Lead delivered to Licensee within the previous 30 days.
Indemnification: The parties agree to defend, indemnify, and hold harmless the other party and its affiliates, from any and all claims, controversies, causes of action, demands, attorneys' fees/costs and liabilities related to or arising out of any breach of this Agreement, and in the case of Licensee, any malpractice or breach of duty in the course of its representation of Leads.
Limitation of Liability: SP's and SP's affiliate's total liability shall not exceed the aggregate Fees paid to SP during the 3-month period preceding any claim.
Privacy: Licensee agrees not to sell, transfer or license, any Lead information provided by SP.
Amendment: No amendment to this Agreement shall be effective unless in writing and either (a) signed by both parties or (b) posted by SP at www.TotalAttorneys.com or the Web sites (in which case such amendment shall be binding on both parties 10 days from the date of such posting). Licensee shall be permitted to terminate this Agreement by providing 30 days' notice to SP within 10 days of the posting of any modification to this Agreement, in which case Licensee shall remain subject to the version of this Agreement prior to modification. In the absence of a notice of termination, Licensee's continued use of the Services shall constitute its express acceptance of any such Amendment.
Notice. All notices shall be in writing by registered mail, email or posted by SP on www.TotalAttorneys.com or the Web sites.
Assignment: SP may assign this Agreement, without the consent of Licensee, Licensee may not sell, transfer or otherwise assign its rights under this Agreement without the written approval of SP.
Warranties: TA does not make any warranties regarding Services, including, without limitation, warranties (a) of merchantability or fitness for a particular purpose, (b) regarding Leads retaining Licensee’s legal services or any other results. Licensee represents and warrants that he or his firm is/are licensed to practice law in Licensee’s Territory.
Florida Lawyers only: Licensee certifies that s/he carries a minimum of $100,000 in malpractice insurance coverage.