PLEASE READ THIS DOCUMENT CAREFULLY.

CounselCast is an online video sharing platform and community operated by Procast Media Holdings LLC (“we”, “our”, “us” or “Service Provider”) through the website located at CounselCast.com (the "CounselCast Service"). By registering as a member or by using the CounselCast Service in any way, you accept these Terms of Service ("Agreement"), which forms a binding agreement between you and us. If you do not wish to be bound by this Agreement, do not use the CounselCast Service.

Content

AGE REQUIREMENT: You must be at least 18 years old to use the CounselCast Service. If you are under 18, do not use the CounselCast Service.

LICENSE: Service Provider grants you a limited, non-exclusive license during the term of your subscription to access and use the CounselCast Service for the purposes of viewing content available on the CounselCast Service, communicating with other users of the CounselCast Service and, for certain user types, distributing content through the CounselCast Service. This license is personal to you and may not be assigned or sublicensed to anyone else.

RESTRICTIONS: You will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the CounselCast Service or any content you access via the CounselCast Service. Nor will you take any action to interfere with or damage the CounselCast Service. All rights not expressly granted by Service Provider are reserved.

Your privacy rights are set forth in our Privacy Policy, which forms a part of this Agreement. Please review the Privacy Policy to learn about:

  • What information we may collect about you;
  • What we use that information for; and
  • With whom we share that information.

REGISTRATION: To fully use the CounselCast Service, you must register as a member by providing a user name, password, valid email address and other requested information. You must provide complete and accurate registration information to Service Provider and notify us if your information changes. If you are a CLE Presenter or Account Administrator (both terms defined below), you acknowledge that you are binding yourself and your firm or organization to this Agreement, and you warrant and represent that you have the authority to do so.

USER TYPES: Only the following types of users are permitted to register as members of the CounselCast Service:

  • In-House Viewer: An In-House Viewer is an attorney who is employed full time as in-house legal counsel at a privately held or publicly traded commercial enterprise or at a non-profit or not-for-profit organization. Part-time, temporary and virtual in-house counsel, legal consultants and attorneys employed by governmental entities do not qualify for membership as In-House Viewers. An In-House Viewer may search for and view video programs added to the CounselCast Service by CLE Presenters, rate and make public comments on the video programs, contact CLE Presenters privately with questions and request and obtain continuing legal education credit from CLE Presenters through the CounselCast Service. We evaluate the profile of every user who seeks to register as an In-House Viewer and determine in our sole discretion, whether or not the user qualifies as an In-House Viewer. In the event of any dispute or difference of opinion regarding this section, we have sole and absolute discretion regarding your eligibility to register for and use the CounselCast Service as an In-House Viewer.
  • CLE Presenter: A CLE Presenter is an individual (typically a law firm partner, senior associate or solo practitioner) who is qualified to present to attorneys on continuing legal education topics. A CLE Presenter may upload continuing legal education video programs to the CounselCast Service, as long as: (i) the CLE Presenter appears as a presenter on the video program being uploaded and is willing and able to respond electronically to questions from In-House Viewers about the program; and (ii) the video program is accredited by the continuing legal education board of at least one United States jurisdiction as a non-traditional, distance learning, self study or similar format continuing legal education program. A CLE Presenter may choose to pay for his or her own subscription to the CounselCast Service, designate another individual at his or her firm or organization to pay for the subscription as an Account Administrator or request to be added to the subscription of an existing Account Administrator within the CLE Presenter’s firm or organization.
  • Account Administrator: An Account Administrator is an individual within a law firm or other organization who manages a subscription to the CounselCast Service on behalf of one or more other users within the same firm or organization. The Account Administrator is responsible for supplying a payment method for the subscription and managing subscription options. The Account Administrator determines how many CLE Presenter seats to allocate to the subscription and can adjust this number upward or downward from time to time as needed. The Account Administrator can authorize individual users within the firm or organization to join the subscription as CLE Presenters in keeping with the number of seats allocated to the subscription.

You must select the appropriate user type from the CounselCast.com homepage when you first register as a member of the CounselCast Service. If you do not qualify as one of the above user types, do not register as a member of the CounselCast Service.

USER NAME: The CounselCast Service is a closed professional community. You must use your real first and last name when you register as a member of the CounselCast Service. If you are an In-House Viewer, you will have the option to make only your first name and last initial visible to other users. However, if you request continuing legal education credit from a CLE Presenter, that CLE Presenter and his or her firm or organization will have access to your full name for the purpose of issuing your certificate of attendance and for continuing legal education recordkeeping purposes.

ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the CounselCast Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately.

IN-HOUSE VIEWERS: The CounselCast Service is free for In-House Viewers.

CLE PRESENTERS/ACCOUNT ADMINISTRATORS: There is a subscription fee of for each CLE Presenter seat allocated to a subscription. Fees can be viewed on our Pricing page and are subject to change. All fees may be subject to taxes.

MONTH-TO-MONTH SUBSCRIPTION TERM: All paid subscriptions to the CounselCast Service are month-to-month. Unless otherwise provided by applicable law, all purchases are final and all fees paid are non-refundable. If an Account Administrator adds one or more CLE Presenter seats to an existing subscription, the monthly subscription fee will be increased accordingly and will be prorated for any partial monthly billing period in which the increase takes effect. If one or more CLE Presenters is removed from an existing subscription, the Account Administrator will have the option of replacing the removed CLE Presenter with another CLE Presenter in the same firm or organization, or deleting the removed CLE Presenter’s seat from the subscription entirely. If the removed CLE Presenter’s seat is deleted entirely the monthly subscription fee will be decreased accordingly, effective as of the next monthly billing period following the deletion. If a CLE Presenter is removed from a subscription, any video programs previously uploaded to the CounselCast Service by the removed CLE Presenter will become inaccessible to other users and may be permanently deleted by Service Provider.

TERM: This Agreement begins on the date you first use the CounselCast Service and continues as long as you have an account in good standing with Service Provider.

SUBSCRIPTION CANCELATION: An Account Administrator may cancel a subscription to the CounselCast Service at any time. Except as described in the following section, subscriptions will remain active through the end of the monthly billing period in which the subscription is canceled. Once cancelation takes effect, the Account Administrator and all CLE Presenters included on the canceled subscription will no longer have access to the CounselCast Service, and all video programs uploaded to the CousnelCast Service will become inaccessible to other users and may be permanently deleted by Service Provider.

TERMINATION FOR BREACH: Service Provider may immediately suspend, disable, or delete a subscription (or any part thereof) or block or remove any content submitted by any user if Service Provider determines that any user included on the subscription has violated any provision of this Agreement or applicable laws, or that the conduct or content could damage Service Provider’s reputation or goodwill or cause any legal or ethical violation. If Service Provider deletes a subscription for any of the above reasons, Service Provider reserves the right to block the email address and Internet protocol address of any or all users included on the subscription and/or any and all users employed by your firm or organization to prevent further registration.

EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Service Provider will terminate. Sections 6 and 11 though 16 shall survive termination. In the subscription is deleted for any reason, content that you and any other user included on the subscription submitted may no longer be available. Service Provider shall not be responsible for the loss of such content.

You may not upload, post, or transmit (collectively, "submit") any video, image, text, document, logo, trademark, audio recording or other work (collectively, "content") that:

  • Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
  • Contains sexually explicit content or pornography;
  • Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group or is otherwise abusive or unethical;
  • Exploits minors;
  • Depicts unlawful acts or extreme violence;
  • Depicts animal cruelty or extreme violence towards animals;
  • Promotes fraudulent or dubious business schemes; or
  • Violates any law.

Service Provider has the right, but not the obligation, to monitor all conduct on and content submitted to the CounselCast Service and to determine whether violation of any of the above has occurred in its sole and absolute discretion.

In using the CounselCast Service, you must behave in a civil and respectful manner at all times. Further, you will not:

  • Act in a deceptive manner by, among other things, impersonating any person;
  • Harass or stalk any other person;
  • Harm or exploit minors;
  • Distribute "spam";
  • Collect information about others, except as may be necessary for CLE Presenters and their firms or organizations to comply with applicable continuing legal education recordkeeping requirements; or
  • Advertise or solicit others to purchase any product or service, unless expressly authorized by Service Provider to do so.

Service Provider has the right, but not the obligation, to monitor all conduct on and content submitted to the CounselCast Service and to determine whether violation of any of the above has occurred in its sole and absolute discretion.

LICENSE TO SERVICE PROVIDER: As between you and Service Provider, you own all of the content that you submit to the CounselCast Service including, in the case of CLE Presenters, all video programs and accompanying materials. By submitting content, you grant Service Provider a worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from the content for the purposes of: (i) displaying and exhibiting the content within the CounselCast Service; (ii) displaying and exhibiting the content on third-party websites and applications through a video embed or API; (iii) allowing other users to stream the content, download it and/or embed it on third-party websites; (iv) promoting the CounselCast Service; and (v) archiving or preserving the content for disputes, legal proceedings, or investigations. In addition, you waive any so-called "moral rights" in your content. If you make suggestions to us on improving or adding new features to the CounselCast Service, whether or not your suggestions are solicited by us, we will have the right to use your suggestions without any compensation to you.

LICENSE TO OTHER USERS: You further grant all users of the CounselCast Service permission to view and use your content for their personal, non-commercial purposes, including continuing legal education purposes. This includes the right to copy and make derivative works from the content solely to the extent necessary to view the content. Notwithstanding the foregoing, Service Provider reserves the right to restrict certain users and user types from viewing certain content. For example, Service Provider will endeavor to prevent CLE Presenters from a given law firm or organization from accessing and viewing video programs uploaded to the CounselCast Service by CLE Presenters from other law firms and organizations.

DURATION OF LICENSES: The above licenses will continue unless and until you remove your content from the CounselCast Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license regarding legal archival/preservation purposes and the license regarding any suggestions you make about the CounselCast Service will continue indefinitely. Please note that any removed content may be cached in search engine indices after removal and that Service Provider has no control over such caching.

For all content that you submit, you represent and warrant that: (i) you have the right to submit the content to the CounselCast Service and grant the licenses set forth above; (ii) Service Provider will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.

If you are a CLE Presenter or Account Administrator, you also represent and warrant that: (v) all continuing legal education video programs and accompanying materials you submit to the CounselCast Service are accredited (or presumptively accredited) as non-traditional, distance learning, self study or similar format continuing legal education programs in at least one United States jurisdiction; (vi) all continuing legal education video programs and accompanying materials you submit to the CounselCast Service are accredited (or presumptively accredited) for the amount(s) and type(s) of continuing legal education credit hours, and in the corresponding jurisdiction(s), indicated by you on the CounselCast Service; (vii) at such time as any continuing legal education video programs and/or accompanying materials you submit to the CounselCast Service are no longer accredited for the amount(s) and type(s) of continuing legal education credit hours and/or in any of the jurisdiction(s) indicated by you, you will immediately remove the content from the CounselCast Service, modify the content such that it remains accredited as indicated or modify the description of the content on the CounselCast Service such that it accurately reflects the amount(s) and type(s) of continuing legal education credit hours for which, and the jurisdiction(s) where, the content remains accredited; (viii) you appear as a presenter on each and every continuing legal education video program you submit to the CounselCast Service and are willing and able to respond electronically to questions and comments from In-House Viewers on the programs you submit; and (ix) you will respond within 72 hours to requests for certificates of attendance from In-House Viewers who complete one or more continuing legal education video programs you submit to the CounselCast Service.

If you are a CLE Presenter or Account Administrator, you and your firm or organization will indemnify, defend, and hold harmless Service Provider and its affiliates, directors, officers, employees, and agents, from and against all claims, disputes or actions that: (i) arise from your activities on the CounselCast Service; (ii) assert a violation by you of any term of this Agreement; (iii) assert that you or any content you submit to the CounselCast Service violates any law or infringes any third party right, including any intellectual property or privacy right; (iv) assert that you, your firm or organization and/or any content you submit to the CounselCast Service fails to meet any requirement or criterion for continuing legal education accreditation in any jurisdiction(s) where you have indicated that such content is accredited; or (v) assert that you have failed to provide, in a timely fashion, continuing legal education certificates of attendance to eligible users of the CounselCast Service who request them (unless the failure was unavoidable due to an error or interruption in the CounselCast Service). If you are an In-House Viewer, you will indemnify, defend, and hold harmless Service Provider and its affiliates, directors, officers, employees, and agents, from and against all claims, disputes or actions that: (i) arise from your activities on the CounselCast Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to the CounselCast Service violates any law or infringes any third party right, including any intellectual property or privacy right.

Service Provider respects the intellectual property rights of others. If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright and DMCA Policy, which is incorporated into this Agreement. For other intellectual property claims, please send us a notice at legal@counselcast.com.

Service Provider reserves the right to modify the CounselCast Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the CounselCast Service. Service Provider has no obligation to screen or monitor any content and does not guarantee that any content available on the CounselCast Service complies with this Agreement or is suitable for all users.

Service Provider provides the CounselCast Service on an "as is" and "as available" basis. You therefore use the CounselCast Service at your own risk. Service Provider expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Service Provider makes no representations or warranties:

  • That the CounselCast Service will be permitted in your jurisdiction;
  • That the CounselCast Service will be uninterrupted or error-free;
  • Concerning any content submitted by any user;
  • Concerning any third party's use of content that you submit;
  • That any content you submit will be made available on the CounselCast Service or will be stored by Service Provider;
  • That the CounselCast Service will meet your business or professional needs;
  • That Service Provider will continue to support any particular feature of the CounselCast Service; or
  • Concerning sites and resources outside of the CounselCast Service, even if linked to from the CounselCast Service.

Without limiting any of the above disclaimers, you expressly acknowledge and agree that:

  • The CounselCast Service is a technology platform and passive conduit through which CLE Presenters can submit continuing legal education video programs and other content for viewing by In-House Viewers;
  • Service Provider is not a continuing legal education provider and makes no representations or warranties that any content submitted to the CounselCast Service by any user will be accredited as a continuing legal education program in your jurisdiction or in any jurisdiction, or that any such content will otherwise meet the requirements for continuing legal education credit there;
  • It is your responsibility to determine whether the continuing legal education video programs, accompanying materials and other content you submit to or view on the CounselCast Service meet all applicable requirements for continuing legal education accreditation in your jurisdiction;
  • Whether you are an In-House Viewer, CLE Presenter or Account Administrator, it is your responsibility to comply with all applicable continuing legal education reporting and recordkeeping requirements in your jurisdiction;
  • Service Provider may retain certain records for you as a convenience to you, but Service Provider is not obligated to do so and may stop doing so at any time;
  • Service Provider does not represent or warrant that any records it retains for you will be accurate, complete or otherwise sufficient to meet applicable continuing legal education reporting and recordkeeping requirements in your jurisdiction or in any jurisdiction;
  • Service Provider does not represent or warrant that any content made available on the CounselCast Service will be complete, accurate or up-to-date;
  • While the content made available on the CounselCast Service may concern legal issues or other issues related to professional services, the content is not legal advice or other professional services advice. You should not act or refrain from acting on the basis of any content included on the CounselCast Service without seeking legal advice of counsel in the relevant jurisdiction, or the advice of a competent professional in the applicable subject matter;
  • Your use of the CounselCast Service or consumption of any content included on the CounselCast Service is not intended to constitute, and does not constitute, a solicitation for the formation of an attorney-client relationship. No attorney-client relationship is created through your use of the CounselCast Service. Moreover, neither receipt of information presented on the CounselCast Service nor any email or other electronic communication sent or received through the CounselCast Service will create an attorney-client relationship, and such communications might not be treated as confidential.
  • Certain content you submit to or consume on the CounselCast Servive may be considered Attorney Advertising in your jurisdiction and/or in other jurisdictions.

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the CounselCast Service, and no warranties shall apply after such period.

To the fullest extent permitted by law: (i) Service Provider shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; (ii) If you are a CLE Presenter or Account Administrator, Service Provider’s total liability to you and your firm or organization shall not exceed the fees paid to Service Provider by you or your firm or organization for the relevant subscription over the twelve (12) months preceding your claim(s); and (iii) If you are an In-House Viewer, Service Provider’s total liability to you shall not exceed One Hundred Dollars ($100.00).

Without limiting any of the above, you expressly waive and hold Service Provider harmless from any claim or assertion that any content submitted to or consumed on the CounselCast Service and/or any feature of the CounselCast Service failed or fails to meet any requirement or criterion for continuing legal education accreditation in any jurisdiction, or is inaccurate, out of date or otherwise insufficient for your business or professional purposes.

All pictures, graphics, videos, and other visual media displayed on the CounselCast Service are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) - (D). Service Provider is not the primary producer of the visual content contained in the CounselCast Service.

GOVERNING LAW: This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

DISPUTES: Any action arising out of or relating to this Agreement or your use of the CounselCast Service must be adjudicated in the state or federal courts located in New York County, New York, United States of America (and you consent to the jurisdiction of those courts). In any such action, Service Provider and you irrevocably waive any right to a trial by jury.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Service Provider in exercising any right hereunder will waive any further exercise of that right. Service Provider’s rights and remedies hereunder are cumulative and not exclusive.

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Service Provider’s prior written consent. No third party shall have any rights hereunder.

NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Service Provider electronically. Service Provider may provide all such communications by email or by posting them on the CounselCast Service. For support-related inquiries, you may contact us. You may send notices of a legal nature to Service Provider to legal@counselcast.com or the following address:

CounselCast
c/o Procast Media Holdings LLC
244 5th Avenue, Suite 2147
New York, New York 10001
Attn: Legal Dept.

Nothing herein shall limit Service Provider's right to object to subpoenas, claims, or other demands.

MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Service Provider on the CounselCast Service or a written amendment signed by an authorized representative of Service Provider. A revised Terms of Service will be effective as of the date it is posted on the CounselCast Service.

ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:

  • Privacy Policy
  • Copyright and DMCA Policy

This Agreement constitutes the entire understanding between Service Provider and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.

END OF DOCUMENT.