Terms of Service

These Terms of Service ("Terms") are a binding agreement between your law firm ("You" or "you") and Constellate LLC, a Texas limited liability company, including its affiliates (collectively, "Company," "we," or "us"). These Terms govern your use of our services.

Our services fall into the following categories:

• Subscription Services: Ongoing services such as directory management, web management, paid marketing and advertising (including pay-per-click, paid search ads, and other paid advertising through platforms like Google, LinkedIn, YouTube, and social media) ("Paid Advertising"), and content marketing (collectively, the "Services").
• One-Time Project Services: Project-based work such as branding, branding strategy, naming, logo design, content strategy, graphic design, website design, website development, and software development or coding (the "Non-Recurring Services").

If you submit a purchase order, invoice, or other business form that includes terms different from these, those different terms do not apply, even if we perform work after receiving them.

Unless otherwise agreed in writing, all Services (other than Paid Advertising and Non-Recurring Services) are provided on a subscription basis with an initial six-month commitment term, after which the subscription continues on a month-to-month basis.

Subscription Term and Renewal. Your subscription begins with an initial six-month term (the "Initial Term"). After the Initial Term, your subscription automatically continues on a month-to-month basis (the "Renewal Term," and together with the Initial Term, the "subscription term"). Billing occurs monthly. Either party may cancel the Renewal Term with at least 30 days' written notice.

Early Cancellation. You may cancel at any time with at least 30 days' written notice. During the Initial Term, you are responsible for the full subscription fee for the entire Initial Term, and early cancellation does not entitle you to a refund. If you cancel during the Initial Term, we will charge your Payment Method (defined below) for the remaining months in the Initial Term. During the Renewal Term, cancellation takes effect at the end of the current monthly billing period following the 30-day notice.

All fees are nonrefundable once paid.

All cancellation and change requests must be emailed to support@constellate.com.

Important: If you cancel your subscription, your website ("Site") will be disabled the day after your cancellation takes effect. Within 30 days after your cancellation takes effect, we will provide you with a copy of your Site as a ZIP file so that you can host it with another provider.

If your Services include Paid Advertising, that portion of your Services operates on a month-to-month basis, aligned with your billing cycle. You may cancel Paid Advertising with at least 30 days' written notice. If fewer than 30 days remain in your current monthly term when you provide notice, the cancellation will take effect at the end of the following monthly term, and you will be responsible for all Paid Advertising fees through that date.

Billing Cycle. You authorize us to charge your credit card or initiate an ACH withdrawal from your bank account (your "Payment Method") on or about the first day of each billing cycle. Your billing cycle starts on the day you begin using the Services and runs in one-month periods. Your billing cycle is separate from your subscription term. You are responsible for fees for the full subscription term.

Recurring Billing for Subscriptions. You authorize us to charge your Payment Method each month for your subscription fees, applicable taxes, and any other charges you incur. The amount billed may vary from month to month based on changes or additions to your Services, and you authorize us to charge accordingly. You agree to keep your Payment Method information current and valid.

If a payment fails, we reserve the right to: (a) retry the charge; (b) reduce, suspend, or terminate some or all of your Services until payment is received; and (c) assess a $25 service charge per occurrence. Any invoice that remains unpaid for more than 30 days past its due date will be subject to a one-time late fee of 10% of the outstanding invoice balance, in addition to interest on overdue amounts at the lesser of 16% per year or the maximum rate allowed by law.

Billing for Non-Recurring Services. Payment for Non-Recurring Services will follow the schedule set out in your Proposal for Services. If your Proposal provides for installment payments, you agree to pay the full fee and make all installments on time. If you miss a payment, we may suspend or terminate the Non-Recurring Services. Any invoice that remains unpaid for more than 30 days past its due date will be subject to a one-time late fee of 10% of the outstanding invoice balance, in addition to interest on overdue amounts at the lesser of 16% per year or the maximum rate allowed by law. The late fee provisions described in the Recurring Billing section above apply equally to Non-Recurring Services.

No Refunds. All payments are final and nonrefundable. There are no refunds or credits for partial billing periods or cancelled subscriptions.

Required Payment Method. All invoices must be paid electronically via credit card or ACH. We do not accept payment by check, wire transfer, or any other manual payment method. You must enroll in automatic recurring payments (auto-pay) for all subscription fees and maintain a valid auto-pay enrollment at all times. Failure to maintain a valid auto-pay enrollment is a material breach of these Terms.

To deliver the Services effectively, you agree to provide us with:

• (a) Administrator or owner access (including usernames, passwords, and login information) to your website (your "Site"), business listings, and social media accounts (your "Accounts"), or permission for us to claim, set up, and manage these Accounts on your behalf;
• (b) Permission to make changes to your Site and Accounts for optimization, visibility, performance, or other purposes related to the Services, and to communicate with any third-party platforms on your behalf;
• (c) Access to your website traffic data and analytics; and
• (d) The right to use your logos, trademarks, images, and other intellectual property for the purpose of creating, modifying, and optimizing your Site and Accounts as part of the Services.

The Services or Non-Recurring Services may include development of a website, along with design files, images, and custom content we create for you (the "Site Materials"), as well as campaigns, trademarks, slogans, artwork, written materials, photographs, graphic materials, websites, applications, source code, and other similar materials (collectively with Site Materials, the "Work Product").

Your Ownership. Once you have paid all applicable fees in full, you will own all right, title, and interest in the Work Product (excluding any content you provided to us). However, some Work Product may be subject to third-party license terms, including the Publicity License described below.

Transfer. Once you have paid all applicable fees in full, we will facilitate the transfer of all Work Product to you or your designee at no additional charge.

Our Publicity Right. We reserve the right to: (a) include our logo and a link to our website on your Site and any other websites we create or manage for you, and to update that logo and link from time to time; and (b) use your name, logos, trademarks, and a general description of the Services provided to you in our own marketing, advertising, and promotional materials, including but not limited to our website, social media, case studies, pitch decks, and client lists (collectively, the "Publicity Right"). You grant us a royalty-free, worldwide license (the "Publicity License") to exercise this Publicity Right. You may withdraw the Publicity License at any time and for any reason by giving us at least 30 days' written notice. As of the effective date of your withdrawal, we will stop making new uses of your name, logos, and trademarks in our marketing materials and will remove them from materials within our control, such as our website, within a reasonable time; we are not required to recall or alter materials already distributed to third parties before that date.

Your subscription may include certain changes to your Site and Site Materials at no extra cost. These included changes are limited to: adding, replacing, or removing text, images, audio, or video content; adding, replacing, or removing practice area pages, attorney profile pages, or navigation menu items; and cropping, resizing, and optimizing images. Any other development, website changes, or design work outside this scope will be available for additional fees.

Your subscription may include a chat function on your Site, which may use live agents, virtual assistants, or both. The chat function is not guaranteed to be available without interruption: maintenance and other service needs may cause downtime. We and our third-party service providers will have access to chat communications. We do not review chat communications and accept no liability for any action or inaction related to messages sent or received through the chat function.

Your Services may involve using keywords, phrases, and search terms to improve the ranking, positioning, and visibility of your Site and business information on third-party platforms such as Google, Bing, Yahoo, Yelp, Facebook, and others (collectively, "Third-Party Sites").

We have no control over the policies, procedures, algorithms, or terms of service of any Third-Party Site. While we will work to maintain and improve your rankings and visibility, we do not guarantee any specific search result, page ranking, or keyword position. Search engine algorithms change frequently, and competition for keywords fluctuates constantly.

You acknowledge and agree to the following:

• (a) The Services are designed to improve the positioning, visibility, and accuracy of your Site and Accounts, but due to factors outside our control, they may not result in increased revenue or profits for you.
• (b) Results from the Services may be delayed or may not be immediately apparent, due to the operations of Third-Party Sites and other factors.
• (c) All fees, once paid, are nonrefundable.
• (d) Your active participation is necessary for us to deliver the Services effectively. If you fail to respond to inquiries, provide feedback, or participate in a timely manner, this may delay the Services but will not reduce or suspend fees you owe.
• (e) Changes made to your Site or Accounts by third parties (whether in the past or future) may negatively affect the results of the Services.
• (f) All images, logos, designs, content, and other intellectual property you provide to us is either your property or you have obtained all necessary rights. You will indemnify, defend, and hold us harmless from any claims arising from our use of materials you provided.
• (g) Some Site Materials may be the intellectual property of third parties and subject to third-party license fees and usage terms.
• (h) To avoid website downtime when cancelling your subscription, you should plan for adequate transition time for the transfer of Site Materials.

You authorize us to share information relating to you and your Site with contractors, service providers, and other third parties we use to deliver the Services and operate our business. This may include information that is proprietary or confidential to you. We will seek confirmation from such third parties that they will keep this information confidential and use it only for the purposes for which it was shared. However, we do not control how third parties use information and are not liable for their actions.

We may update these Terms, or modify, suspend, or discontinue any aspect of the Services, by giving you at least 5 business days' notice. Any updates take effect on the date posted unless otherwise stated. We may increase subscription fees, but no fee increase will take effect until your next subscription term (unless your Proposal for Services provides otherwise). Your continued use of the Services after changes are posted constitutes your acceptance of the updated Terms. If you do not agree with changes, you must cancel all Services and Non-Recurring Services.

We may from time to time offer Services or Non-Recurring Services not covered by these Terms, which may come with additional terms and conditions. If there is a conflict between those additional terms and these Terms, these Terms will control, unless the additional terms are set out in a writing executed by you and an authorized representative of the Company that specifically describes how these Terms are being modified.

Termination by Us (Without Cause). We may terminate your subscription at our sole discretion by providing 30 days' written notice. If we terminate without cause during the Initial Term, we will refund a pro-rated portion of your subscription fee for future Services that will not be provided. No refund is owed for termination during the Renewal Term.

Termination for Your Breach. If you breach any provision of these Terms, we may immediately terminate your subscription, any Non-Recurring Services, and all related Services without notice and without liability to you. Upon such termination, we may disable your Site and reclaim the Site Materials. No refund will be provided for termination due to your breach.

Transition of Your Site. Following any termination or cancellation of your subscription, other than a termination for your breach as described above, we will provide you with a copy of your Site as a ZIP file within 30 days after the termination or cancellation takes effect, so that you may host it with another provider.

No Warranties. The Services and Non-Recurring Services are provided "as is" and "with all faults." We disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and noninfringement. We do not warrant that the Services will meet your requirements, will be secure or error-free, will be available without interruption, or will be compatible with third-party products. If the law does not allow us to fully disclaim these warranties, we limit their duration to the minimum period allowed by law.

Force Majeure. We are not responsible for failures, delays, or interruptions caused by events beyond our reasonable control, including natural disasters, acts of God, armed conflict, terrorism, riots, civil unrest, sanctions, general infrastructure failures, or other similar circumstances.

No Consequential Damages. Under no circumstances will we be liable to you or any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising from breach of contract, tort (including negligence), or otherwise, even if we were advised of the possibility of such damages.

Liability Cap. Our total liability arising out of or related to these Terms, the Services, or the Non-Recurring Services will not exceed the total amounts you paid to us during the 6-month period immediately before the event that gave rise to the claim.

Your timely participation and cooperation are essential for us to deliver the Services and Non-Recurring Services on schedule. If you fail to provide necessary information, attend scheduled meetings and calls, give feedback, or otherwise cooperate in a reasonable manner, this may cause delays, affect the quality and results of the Services, and may increase estimated costs and timelines.

During your subscription term and for 12 months after termination, cancellation, or expiration of all Services and Non-Recurring Services (regardless of the reason), you agree not to, directly or indirectly:

• (a) Solicit, recruit, hire, or attempt to hire any current or former employee, independent contractor, consultant, agent, or representative of ours ("Company Personnel"), or encourage them to leave their relationship with us; or
• (b) Circumvent us by contracting directly with any Company Personnel who was assigned to deliver your Services, in order to obtain substantially similar services.

This restriction applies to any Company Personnel who was employed by or under contract with us at any time during the 12 months before the solicitation or hiring attempt, and with whom you had contact during your subscription term.

Exceptions: This restriction does not prevent you from (a) publishing general job postings not specifically targeted at our personnel, or (b) hiring anyone who responds to such general postings on their own initiative, except for any Company Personnel who, within the prior six months, was your primary contact or was primarily assigned to your Services, provided you did not otherwise violate this section.

Remedies. You acknowledge that any breach of this section will cause irreparable harm for which monetary damages would be inadequate. We will be entitled to seek temporary, preliminary, and permanent injunctive relief without having to prove actual damages. You will also be liable for our reasonable attorneys' fees and costs incurred to investigate, mitigate, and enforce this section.

If we have to take collection action on unpaid fees, you will pay all reasonable collection costs, including attorneys' fees, costs, and expenses. Failure to pay undisputed fees is a material breach of these Terms.

In any dispute, claim, or legal action arising from or relating to these Terms, the Services, or the Non-Recurring Services, the prevailing party will be entitled to recover reasonable costs, expenses, and attorneys' fees from the other party. We will be considered the prevailing party if we demonstrate a breach by you, regardless of whether damages are awarded in our favor.

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment without consent is void. We may assign our rights or delegate our obligations to subcontractors, affiliates, subsidiaries, or successor entities without additional notice to you.

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, members, employees, agents, and affiliates (collectively, the "Company Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Services or Non-Recurring Services; (c) any content, materials, data, or intellectual property you provide to us, including any claim that such materials infringe or misappropriate a third party's rights; (d) your failure to comply with applicable laws or regulations; or (e) any dispute between you and a third party arising from the Services or the Work Product.

This indemnification obligation will survive the termination or expiration of these Terms and applies regardless of the form of the claim or the theory of liability. The Company will provide you with prompt written notice of any claim subject to indemnification and will reasonably cooperate with your defense, at your expense.

During the course of the relationship, each party may disclose to the other certain non-public information, including business strategies, pricing, client lists, proprietary methods, technical processes, and financial data (collectively, "Confidential Information"). The receiving party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose it to any third party except as necessary to perform its obligations under these Terms or as required by law; and (c) not use it for any purpose other than as contemplated by these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

The obligations in this section will survive for a period of three years following the termination or expiration of these Terms.

All notices required or permitted under these Terms must be in writing and will be deemed delivered: (a) upon personal delivery; (b) one business day after deposit with a nationally recognized overnight courier service; (c) three business days after deposit in the United States mail, postage prepaid, certified or registered, with return receipt requested; or (d) upon confirmation of receipt if sent by email to an address designated by the receiving party. Notices to the Company must be sent to support@constellate.com or to the Company's principal business address on file. Notices to you will be sent to the email or mailing address you provided when you engaged the Services.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed from these Terms. The invalidity or unenforceability of any provision will not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect.

No failure or delay by either party in exercising any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy will preclude further or future exercise of that or any other right, power, or remedy. A waiver of any provision or breach of these Terms must be in writing and executed by the waiving party to be effective, and any such waiver will not constitute a waiver of any subsequent breach.

These Terms, together with any Proposal for Services, Statements of Work, and any additional terms referenced herein, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, negotiations, representations, and agreements, whether written or oral. No oral statement, representation, or promise made by either party will be binding unless set forth in writing and executed by both parties.

The following provisions will survive the termination or expiration of these Terms for any reason: Billing and Payment (with respect to any amounts owed), Ownership of Work Product, Indemnification, Confidentiality, Service Limitations and Limitation of Liability, Non-Solicitation, Cost to Collect and Attorneys' Fees, Governing Law, Dispute Resolution, and Binding Arbitration, and any other provisions that by their nature are intended to survive.

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, the Non-Recurring Services, or the relationship between you and the Company, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Austin, Texas, and the arbitration may be conducted in person, by videoconference, or on the basis of written submissions, as determined by the arbitrator.

Arbitrator's Authority. The arbitrator shall have exclusive authority to resolve all disputes, including whether any particular claim is subject to arbitration. The arbitrator may grant any remedy that would be available in a court of competent jurisdiction, including injunctive and declaratory relief, but shall not award punitive or exemplary damages. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Waiver of Jury Trial and Class Action. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS. All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding.

Costs and Fees. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, consistent with the Cost to Collect and Attorneys' Fees section of these Terms. The arbitration filing fees and arbitrator compensation shall be allocated in accordance with the AAA rules.

Exception for Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a state or federal court located in Travis County, Texas, to the extent necessary to protect its rights pending arbitration. Both parties consent to the exclusive personal jurisdiction of such courts for this limited purpose.

Confidentiality. The arbitration proceedings, including the existence of the dispute, the arbitrator's award, and all documents and materials exchanged during the proceedings, shall be kept strictly confidential by both parties, except as required by law or to enforce the arbitrator's award.