1. Introduction and Acceptance
Welcome to the Arizona Referral Alliance, LLC Terms & Conditions (the “Agreement”). For purposes of this Agreement, “Site” refers to the website www.arizonareferralalliance.com. The Site is owned and operated by Arizona Referral Alliance, LLC (the “Company,” “ARA,” “we,” “us,” or “our”), an Arizona limited liability company and a wholly-owned subsidiary of Litix Legal, LLC. “Services” refers to the platform, network, technology, and administrative services accessed via the Site. “Network” refers to ARA’s curated group of participating professional service providers. “Provider,” “You,” or “Your” refers to the professional service provider, firm, or other business entity (and any individual acting on its behalf) that accesses the Site or applies to or participates in the Network. The Site is intended for use by Providers acting in a business-to-business capacity.

By accessing the Site or using the Services, you represent that (a) you are at least 21 years old, (b) you are accessing the Site in a business capacity on behalf of a professional service provider, (c) you have authority to bind that professional service provider to this Agreement, and (d) you agree to be bound by this Agreement. If you do not agree, do not access or use the Site or Services. ARA may revise this Agreement from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Site or Services thereafter. Your continued use following the posting of revised Terms means that you accept and agree to the changes.

2. Nature of Services; ARA Is Not Your Advisor
ARA operates a referral platform. ARA is not a law firm, accountant, financial advisor, insurance broker, business consultant, or any other professional advisor. Nothing on this Site or in your interaction with ARA creates an attorney-client, fiduciary, advisor-client, agency, employment, partnership, joint venture, or franchise relationship between ARA and you.

ARA does not provide legal, ethics, tax, accounting, marketing, business, or other professional advice regarding your practice, your participation in the Network, your compliance with applicable rules of professional conduct, or any other matter. Any informational content on the Site is general in nature and is not a substitute for advice from your own qualified counsel or advisors. You are solely responsible for obtaining your own professional advice as needed.

3. Relationship to Litix Legal, LLC
ARA is a wholly-owned subsidiary of Litix Legal, LLC, an Arizona-licensed Alternative Business Structure (ABS) law firm. Litix Legal may participate in the Network as a Provider, and ARA may exchange referrals, leads, technology, and administrative services with Litix Legal and other ARA affiliates. By accessing the Site or applying to participate in the Network, you acknowledge this relationship and confirm that you have considered any implications it may have for your independent professional, ethical, or competitive analysis of participation.

4. Eligibility to Apply for Network Participation
To be eligible to apply for participation in the Network, you must, at a minimum:

 

• Hold all licenses, registrations, certifications, and authorizations required to perform the professional services you offer in the jurisdiction(s) in which you practice;

• Be in good standing with all applicable licensing and regulatory authorities, with no pending disciplinary proceedings or unresolved material complaints, except as fully disclosed to ARA in writing;

• Maintain professional liability (errors and omissions or equivalent) insurance in commercially reasonable amounts customary for your profession and practice;

• Have full power and authority to enter into this Agreement and any subsequent network participation agreement on behalf of yourself and your firm;

• Be permitted, under all applicable rules of professional conduct, advertising rules, fee-sharing rules, and other regulatory requirements, to participate in a referral network of the type operated by ARA, and to enter into the agreements that will apply to your participation;

• Not be subject to any contractual, regulatory, or other restriction that would prohibit or limit your participation.

 

Submission of an application or inquiry through the Site does not create any network membership, contract, or other relationship. ARA may accept, decline, condition, or revoke any application or participation in its sole and absolute discretion, with or without cause and with or without notice.

5. Network Participation Governed by Separate Agreement
Actual participation in the Network is governed by a separate, individually executed Network Participation Agreement (or similarly titled written agreement) between ARA and the Provider. This Agreement governs your access to and use of the Site, and supplements (but does not supersede) the Network Participation Agreement. In the event of any conflict between this Agreement and an executed Network Participation Agreement, the Network Participation Agreement controls with respect to its subject matter.

6. Provider Responsibility for Professional and Ethics Compliance
You are solely responsible for ensuring that your access to the Site, your application to the Network, your participation in the Network, your handling of leads and referrals, your compensation arrangements with ARA, and your activities all comply with the rules of professional conduct, advertising rules, solicitation rules, fee-sharing rules, kickback or anti-inducement rules, supervision rules, and any other regulatory or ethical requirements applicable to you in every jurisdiction in which you are licensed or practice.

You acknowledge that the rules governing referral arrangements, fee-sharing, and affiliations between licensed professionals and non-lawyer-owned entities vary materially by jurisdiction and by profession, and that the State of Arizona has adopted an Alternative Business Structure framework permitting certain arrangements that may not be permitted in other jurisdictions. If you are licensed in any jurisdiction other than Arizona, or in addition to Arizona, you are responsible for independently determining, in consultation with your own ethics counsel as appropriate, whether and to what extent your participation in the Network is permissible. ARA does not provide ethics advice and makes no representation as to the permissibility of your participation under the rules applicable to you.

If at any time you become aware of any actual or potential ethics, regulatory, or licensure issue affecting your participation, you will promptly notify ARA in writing and take such corrective action as may be required.

7. Provider Representations and Warranties
By accessing the Site, applying to the Network, or participating in the Network, you continuously represent and warrant to ARA that:

• All information you provide to ARA, including in applications, profiles, and lead responses, is true, accurate, complete, and not misleading;

• You hold and will maintain in good standing all licenses, registrations, certifications, and authorizations required for your professional services;

• You hold and will maintain professional liability insurance as described in Section 4 above;

• You are not currently the subject of any disciplinary proceeding, suspension, or material unresolved complaint that has not been fully disclosed to ARA in writing;

• Your participation in the Network does not, and will not, violate any contract, court order, regulatory requirement, or rule of professional conduct applicable to you;

• You will perform any services arising from a referral with the standard of care customary in your profession, in compliance with all applicable laws and ethics rules, and consistent with reasonable professional and client-service standards;

• You will promptly notify ARA in writing of any change in your licensure, insurance, disciplinary status, or other matter that could reasonably be expected to affect your eligibility to participate.

 

8. Lead Handling, Confidentiality of Inquiries, and Non-Circumvention
Information about prospective clients, customers, or other end-users that becomes available to you in connection with the Network (each, a “Lead”) is confidential and proprietary to ARA and the relevant end-user. You agree to (a) use Leads solely for the purpose of evaluating and, as appropriate, providing professional services to the end-user identified in the Lead, in each case in accordance with the Network Participation Agreement; (b) maintain Leads in confidence using at least the same standard of care you use to protect your own confidential information, but in no case less than reasonable care; (c) not sell, lease, license, transfer, share, or otherwise disclose Leads to any third party other than as necessary to render services to the identified end-user; (d) not use Leads for any unrelated marketing, mailing list, training data, or commercial purpose; and (e) not retain Leads beyond the period reasonably necessary to perform services for the end-user, subject to any applicable record retention requirements.

You agree not to circumvent, attempt to circumvent, or assist any third party in circumventing ARA’s referral, compensation, or network arrangements, including by routing matters introduced through ARA outside the Network or by inducing end-users to engage you outside of the structures contemplated by your Network Participation Agreement. The obligations in this Section 8 survive termination of this Agreement.

9. Compensation
Compensation arrangements between ARA and Providers, if any, will be set forth in the Network Participation Agreement. By participating in the Network, you acknowledge and agree that this has been disclosed to you in writing and that you have determined, on the advice of your own counsel as appropriate, that the structure is permissible under the rules applicable to you. You are responsible for any taxes (including, where applicable, sales, gross receipts, or similar taxes) on your own revenue and for delivering any tax forms (e.g., IRS Form W-9) reasonably requested by ARA.

10. Use of ARA Marks and Required Disclosures
Subject to your continued compliance with this Agreement and the Network Participation Agreement, ARA grants you a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the “Arizona Referral Alliance,” “ARA,” and related word marks and logos solely as expressly authorized by ARA in writing and solely in connection with your participation in the Network. You will not modify ARA marks, use them in a manner that suggests endorsement beyond your network participation, or use them after termination of your participation. ARA may publish brand guidelines and required disclosure language (such as network membership statements or affiliation disclaimers); you agree to comply with the most current version. All goodwill arising from your use of ARA marks inures to ARA.

11. Independent Contractor Status
You and ARA are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and ARA. Neither party has authority to bind the other to any obligation. You are solely responsible for your own employees, contractors, agents, premises, equipment, taxes, insurance, professional licensure, and supervision of your work, and for the results of services you provide to any end-user.

12. Site User Restrictions
Your permission to use the Site is conditioned upon the following restrictions. You agree that you will not under any circumstances:

• Access or use the Site for any purpose other than evaluating, applying to, or participating in the Network in accordance with this Agreement and your Network Participation Agreement;

• Collect, scrape, or harvest data, including Provider information, lead information, or platform content;

• Reverse engineer, decompile, or attempt to derive the source code or underlying structure of any portion of the Site or Services;

• Use the Site to solicit or contact other Providers in the Network for purposes of recruiting, soliciting business, soliciting employment, or marketing competing services, except as expressly permitted by ARA in writing;

• Distribute any part of the Site or Services without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);

• Provide false, misleading, or inaccurate information, including in any application, profile, or response;

• Misrepresent your identity, licensure, qualifications, or authority;

• Interfere or attempt to interfere with the proper functioning of the Site or Services;

• Make any automated use of the Site or related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

• Bypass any measures we take to restrict access to the Site or use any software, technology, or device to harvest or manipulate data;

• Circumvent, disable, or otherwise interfere with any security-related features of the Site, or any features that prevent or restrict use or copying of content, or enforce limitations on use of the Site;

• Publish or link to malicious content of any sort, including content intended to damage or disrupt another user’s browser, computer, device, or network.

13. Online Content Disclaimers
Opinions, advice, statements, offers, or other information or content made available through the Site (including any Provider profiles, marketing materials, articles, FAQs, or third-party content) are those of their respective authors and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Site, nor do we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by Providers or other third parties. We take no responsibility and assume no liability resulting from anyone’s reliance on information or other content. Any informational material is general only and is not legal, tax, financial, or other professional advice.

14. Intellectual Property
ARA and its licensors retain ownership of all intellectual property rights of any kind in or related to the Site and Services, including the platform technology, software, content, design, copyrights, trademarks, service marks, trade names, logos, and other proprietary rights. Except for the limited license to ARA marks expressly granted in Section 10, no rights are granted to you by implication, estoppel, or otherwise. You retain ownership of your own content and trademarks but grant ARA a worldwide, royalty-free, non-exclusive license to display, reproduce, and distribute Provider-supplied content on the Site and in connection with the Services and ARA’s marketing of the Network.

15. Email May Not Be Used to Provide Notice
Communications made through the Site email and messaging system will not constitute legal notice to ARA or any of its officers, members, managers, employees, agents, or representatives in any situation where legal notice is required by contract or by any law or regulation. Formal legal notice must be delivered in writing to the registered office of ARA in the State of Arizona.

16. Consent to Receive Communications in Electronic Form
For contractual purposes, you (a) consent to receive communications from ARA in electronic form via the email address, phone number, or other contact information you have submitted, and (b) agree that all Terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if in writing. We may also use your contact information to send you operational and marketing messages, including information about the Site, Services, the Network, performance reports, and special offers. You may opt out of marketing email using the “Unsubscribe” link or by emailing info@arizonareferralalliance.com. Operational communications related to your participation in the Network may continue regardless of marketing opt-out.

17. Warranty Disclaimer
THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ARA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. ARA MAKES NO WARRANTY OR REPRESENTATION (A) THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT YOU WILL RECEIVE ANY MINIMUM NUMBER, QUALITY, OR TYPE OF LEADS OR REFERRALS, (C) THAT ANY LEAD WILL CONVERT INTO AN ENGAGEMENT OR GENERATE REVENUE, OR (D) AS TO THE SUITABILITY, INTENT, FINANCIAL CAPACITY, CHARACTER, OR CONDUCT OF ANY END-USER OR LEAD. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SERVICES, FOR YOUR INTAKE AND CONFLICTS PROCESSES, FOR YOUR DECISION TO ACCEPT OR DECLINE ANY LEAD, AND FOR THE SERVICES YOU PROVIDE.

18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ARA OR ITS AFFILIATES (INCLUDING LITIX LEGAL, LLC), MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR PARTNERS BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED LEADS, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER ARISING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ARA’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ARA UNDER YOUR NETWORK PARTICIPATION AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00). THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION IS A MATERIAL BASIS OF THE BARGAIN AND REFLECTS THE FEES CHARGED.

19. Indemnification by Provider
You will defend, indemnify, and hold harmless ARA and its affiliates (including Litix Legal, LLC), members, managers, officers, employees, agents, and licensors (the “ARA Indemnitees”) from and against any and all third-party claims, demands, suits, proceedings, liabilities, judgments, settlements, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and expert witness fees) arising out of or relating to:

• Your acts or omissions in providing, or failing to provide, professional services to any end-user, including any allegation of malpractice, negligence, breach of fiduciary duty, breach of contract, or violation of any law or rule of professional conduct;

• Any actual or alleged violation by you of any rule of professional conduct, advertising rule, solicitation rule, fee-sharing rule, or other regulatory requirement applicable to you;

• Your failure to maintain required licensure, good standing, or professional liability insurance;

• Any claim by an end-user or Lead arising out of or relating to your services, fees, communications, conflicts of interest, intake decisions, or termination of services;

• Any breach by you of this Agreement, the Network Participation Agreement, or your representations and warranties;

• Your unauthorized use, disclosure, or retention of Leads or other confidential information;

• Any claim that your content, marks, or marketing materials infringe or misappropriate any third-party right;

• Any taxes owed by you or any classification dispute regarding your status as an independent contractor.

 

ARA will give you prompt written notice of any claim subject to indemnification, and you will assume control of the defense and settlement, provided that (i) you may not settle any claim that imposes any non-monetary obligation, admission of liability, or restriction on the ARA Indemnitees without ARA’s prior written consent, and (ii) ARA may, at its expense and election, participate in the defense with counsel of its choice.

20. Confidentiality
Each party may disclose to the other non-public information that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”). Confidential Information includes, without limitation, ARA’s platform technology, algorithms, lead-routing logic, network composition, pricing, performance data, business plans, and Lead information. The receiving party will (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, (b) protect Confidential Information using at least reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully known to the receiving party without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the other party’s Confidential Information. The obligations in this Section 20 survive termination for three (3) years, except with respect to trade secrets, which survive indefinitely, or as required by the applicable ethics rules and regulations.

21. Suspension and Termination of Site Access
ARA may suspend or terminate your access to the Site, or revoke any application or participation in the Network, at any time, with or without cause and with or without notice, including for actual or suspected breach of this Agreement, ethics or licensure concerns, end-user complaints, or any other reason ARA deems appropriate in its sole discretion. Termination of Network participation is governed by your Network Participation Agreement; in the absence of an executed Network Participation Agreement, your access is at-will. Sections that by their nature should survive termination (including Sections 6, 7, 8, 9, 13, 14, 17, 18, 19, 20, 22, 23, and 24) survive termination of this Agreement.

22. Arbitration; Jury Trial and Class Action Waiver; Forum
PLEASE READ THIS SECTION CAREFULLY — IT REQUIRES YOU TO RESOLVE DISPUTES WITH ARA THROUGH BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

Except for disputes brought in small claims court, and to the fullest extent allowable by law, all disputes between you and ARA arising out of, relating to, or in connection with the Site, the Services, this Agreement, or the Network Participation Agreement (other than as provided in that agreement) shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for commercial arbitration, and not in court. The arbitration will be conducted in Maricopa County, Arizona, before a single arbitrator. There is no judge or jury in arbitration, and you are agreeing to waive your right to pursue claims in court to the greatest extent permitted by law. You and ARA agree that any such arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative action. Notwithstanding any provision in this Agreement to the contrary, if any provision herein is deemed invalid or unenforceable, any claims shall proceed in a court of competent jurisdiction in Maricopa County, Arizona, and you and ARA each consent to personal jurisdiction and exclusive venue there. Prior to initiating arbitration, you agree to attempt in good faith to resolve disputes by emailing info@arizonareferralalliance.com and conferring with ARA for at least thirty (30) days. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of confidentiality, intellectual property, or non-circumvention obligations.

23. Privacy
ARA collects information you voluntarily provide through the Site, including business contact information, firm information, licensure and insurance information, and similar Provider data. We may collect technical information about your visit (IP address, browser type, device identifiers, pages viewed, and similar) using cookies and analogous technologies. We use the information we collect to evaluate applications, operate and improve the Site and Services, communicate with you, deliver Leads, measure performance, and comply with legal obligations. We may share information with our affiliates (including Litix Legal, LLC), service providers, and others as necessary to operate the Network or as required by law. We do not sell Provider personal information. We retain Provider information for as long as reasonably necessary to operate the Network and meet legal, accounting, and reporting requirements. We maintain reasonable administrative, technical, and physical safeguards designed to protect Provider information; however, no method of transmission or storage is completely secure. Because the Site is intended for business-to-business use, this Section 23 is not a substitute for any consumer-facing privacy notice that may apply to end-user data handled in connection with the Network.

24. General
If any provision of this Agreement is held invalid or unenforceable, that provision will be construed to be consistent with applicable law while the remaining provisions remain in full force and effect. No waiver of any provision is effective unless in writing and signed by the waiving party, and no failure to enforce constitutes a waiver. Any cause of action arising out of or related to your use of the Site must commence within ONE (1) year after the cause of action accrues, except for indemnification claims, which are subject to the applicable statute of limitations. This Agreement is governed by the federal laws of the United States and the laws of the State of Arizona, without regard to conflict of law provisions. ARA may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or delegate any rights or obligations under this Agreement without ARA’s prior written consent, and any unauthorized assignment is void. This Agreement, together with any executed Network Participation Agreement and any other written agreement between the parties, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, proposals, and agreements relating to the subject matter, whether oral or written.

You acknowledge that you have read and understand this Agreement and will be bound by its terms.