Designing the New Legal

By participating in the Designing the New Legal Membership (hereafter “The Membership”) or accessing the Designing the New Legal Member Site (hereafter “Site”) you are agreeing to the following terms.

Overview

The terms “Company”, “we”, “us”, and “our” refer to Kimberly Y Bennett LLC. The term “Site” refers to designingthenewlegal.com or atlantalegaltech.mn.co. The term “Member”, “user,” “you” and “your” refers to members, member team members (including employees, contractors and other representatives of member and member’s company) and any other users of the site. The term “Service” refers to the services included in The Membership as outlined below.

Use of the Service, including all information and educational materials presented herein by Kimberly Y Bennett LLC, is subject to the following terms and conditions. These Terms and Conditions apply to all clients, and all other users of the site. By using the Site or Service you agree to these Terms and Conditions, without modification, and acknowledge reading them.

1. Scope of Services (“the Services”)

(a) The Membership includes the following services (“the Membership Experience”):

• Access to our dedicated online conversation space so you can connect and grow with your community of innovators, thought leaders, and business owners ready to design the new practice of law.

• Ongoing Mastermind Sessions so you can address roadblocks within your business and workshop live with fellow legal innovators and leaders.

• Priority registration to Designing the New Legal events, whether virtual or in person, free or paid.

(b) Any additional services provided by Company to Member may require additional fees to be discussed and agreed upon by the parties.

2. Member Duties

(a) Compensation: In consideration for the Services provided by us to you as outlined in paragraph 1 above, you agree to pay the current monthly membership fee corresponding to the experience you selected at the time of joining The Membership. Additionally, if a one-time onboarding fee is required at the time of joining the membership, you agree to pay that one-time fee in addition to your ongoing monthly membership fee. You understand that you will not receive an invoice reminder for your monthly membership payments. If any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph 2(b).

(b) Late payment fee. If any fee outlined in paragraph 2(a) remains unpaid on the 7th day following its due date, a penalty fee of ten percent (10%) of the payment due will be assessed. We reserve the right to restrict your access to the Services or terminate your participation in the Services, unless and until all outstanding membership fees and assessed penalties are paid in full.

(c) Tools to be Provided by You. You agree to provide all tools, information, and documentation that may be required by us to effectively perform our responsibilities in connection with the Services.

(d) Additional Member Duties. You understand that your success in The Membership is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your business development on your own time during the term of the Services. You are responsible for requesting additional support from us if needed.

3. Term

The term of these Terms and Conditions shall be month-to-month, beginning on the date of signing your agreement. The term shall automatically renew on the same day each month upon your request and/or continued use and participation in the Services.

4. Cancellation and Refunds

You may cancel your The Membership at any time with a 30-day written notice. No refunds will be offered after joining the membership. We may cancel your membership at any time for any reason by providing written notice to you. If we cancel your membership, we will provide a prorated refund of the membership fees to be calculated based on the time left in that month, if any. Notwithstanding our obligation to refund prorated membership fees in the event of our cancellation, no other partial or full refunds will be given to Member for any reason on any date. Neither Member’s cancellation, nor Member’s failure to effectively participate in The Membership, are grounds for a refund.

5. No Guarantees

We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1(a) shall be provided to you by these Terms and Conditions. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.

6. No Legal Services and No Attorney-Client Relationship

You understand that enrollment and participation in the Services do not amount to an Attorney-Client relationship between you and us, our employees, or our contractors. You understand that the Services, Company’s founder, employees, and contractors are not acting in their capacity as attorneys and no statements or information made by Company’s founder, employees and contractors shall be construed as legal advice. You further understand that, although legal information may be communicated to you during the Services, such information is not legal advice. Your reliance on such legal information is at your own risk.

7. Confidentiality

(a) Member Information: Any and all Member information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Member with the services specified hereunder without Member’s express written consent, other than to comply with the law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Member’s Confidential Information.

(b) Participant Information: Member agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by fellow participants in the The Membership (herein referred to as “Participants”). Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Member agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Member agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the membership. Confidential Information shall not include information rightfully obtained from a third party. Member will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

(c) Company Information: Member agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Company in The Membership. Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. Member agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Member agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the membership. Confidential Information shall not include information rightfully obtained from a third party. Member will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

(d) Non-Disparagement: Member shall, during and after the participation in The Membership refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

(e) Violations of Confidentiality: Member agrees that if Member violates or displays any likelihood of violating this paragraph 7 the Company and/or the other The Membership Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.

8. Independent Contractors

(a) Independent Contractor Relationship: These Terms and Conditions shall not render Company an employee, partner, agent of, or joint venturer with the Member for any purpose. Company is and will remain an independent contractor in its relationship to the Member. Company is or remains open to conducting similar tasks or activities for entities other than the Member and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms and Conditions. Company shall be responsible to the ownership and management of the Member, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Member for completion of tasks and duties set forth pursuant to these Terms and Conditions. Any advice given to Company regarding services performed for the Member shall be considered a suggestion only, not an instruction. Company and Member agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Member and Company.

(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Member shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Member for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

9. Ownership of Intellectual Property

Member agrees that The Membership contains proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Company grants Member a license to use the Intellectual Property solely for Member’s own noncommercial purposes. Member agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Member agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with The Membership is property of the Company. Member may not use such trademarks or service marks for any purpose except with written permission by Company.

10. Warranties

(a) Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions.

(b) Member’s Warranties: Member represents, warrants and covenants that Member has full authority to enter into these Terms and Conditions.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. Limitation of Liability

(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.

12. Effect of Headings

The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

13. Entire Agreement; Modification; Waiver

These Terms, coupled with The Membership The Law Agreement, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions or The Membership Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14. Neutral Construction

These Terms and Conditions were prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.

15. Changed Terms

We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on the Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.

16. Assignment

These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Member may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Member. No such assignment by Member to its wholly owned subsidiary shall relieve Member of any of its obligations or duties under these Terms and Conditions.

17. Notices

(a) All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed as follows:

To the Company:

Kimberly Y Bennett LLC

1175 Peachtree Street NE

Suite 1000

Atlanta, Georgia 30361

To the Member:

Member’s address provided at the time of joining the membership.

(b) Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.

18. Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of Georgia as applied to contracts that are executed and performed entirely in Georgia. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Fulton County, Georgia. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

19. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

19. Severability

If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the These Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Questions about these Terms and Conditions? Email us hello [at] kimberlybennett [dot] com.

Updated February 6, 2024