Terms of Service

Last Updated: May 31, 2025

Section 10 contains an arbitration agreement and a class action waiver. This agreement and this waiver apply to all claims brought against Coliving Counsel. Read it carefully. Thank you!

1. Introduction

Coliving Counsel presents these Terms of Service (“Terms”) to you, a person or organization browsing our website (“you”). The Terms govern your use of any website, mobile application, tablet application, other online service, or other online platform of Coliving Counsel.

2. Binding Agreement and Amendment

2.1. Binding agreement

This is a binding agreement. By using the Internet site located at ColivingCounsel.com (the “Site”), you agree to abide by these Terms. By using any services provided in connection with the Site (the “Service”), you agree to abide by these Terms.

2.2. Amendment

Coliving Counsel has sole discretion to amend these Terms. Any amendment will apply prospectively, not retroactively. Amended dispute resolution terms will not apply to any Dispute the parties had actual notice of prior to amendment. Coliving Counsel will post a notice on the Site any time these Terms have been changed.

2.3. Your responsibility to review terms periodically

It is your responsibility to review these Terms periodically. If at any time you find these Terms unacceptable, you must immediately leave the Site and cease using the Service.

2.4. Your legal ability to enter a binding agreement *** Read this carefully. Thank you! ***

You represent that you are at least 18 years old. You represent that you are legally able to enter into this agreement.

3. Privacy Policy

Coliving Counsel respects your privacy and permits you to control the treatment of your personal information. Coliving Counsel’s privacy policy can be found by clicking here. This reference expressly incorporates Coliving Counsel’s privacy policy into these Terms.

4. Intellectual Property Rights

"Coliving Counsel Intellectual Property" includes, without limitation, Coliving Counsel’s name, logo, marketing plans, and all other materials, website design, processes, and specifications.

All intellectual property rights of Coliving Counsel are the exclusive property of and will remain the exclusive property of Coliving Counsel. You agree not to reproduce, modify, distribute, or create derivative works based on this intellectual property without Coliving Counsel’s express authorization

5. Limitation of Liability *** Read it carefully. Thank you! ***

Coliving Counsel’s liability to you is limited to the fullest extent permitted by law.

In no event will Coliving Counsel be liable for any indirect, incidental, special, consequential, lost profits, lost revenues, personal injury, lost business opportunities, or punitive damages. Neither will Coliving Counsel’s affiliates, officers, employees, agents, contractors, suppliers, or licensors be liable for such damages. Damages include, without limitation, loss of profits, data, use, goodwill, or other intangible losses. Damages may result from:

your access to or your use of the Site, materials, or Services included on or otherwise made available to you through any Coliving Counsel Service (“Access or Use”),
your lack of Access or Use,
any conduct of any third party on the Services,
any content of any third party on the Service,
any content obtained from the Service, and
unauthorized access, use, or alteration of your transmissions or content.

This limitation will apply whether the damages arise based on warranty, contract, tort (including negligence), or any other legal theory. This limitation will apply whether or not Coliving Counsel has been informed of the possibility of such damage.

In no event will Coliving Counsel's aggregate liability for all claims relating to the service exceed the amount paid by you to Coliving Counsel.

6. No Warranty for Site or Services *** Read it carefully. Thank you! ***

Coliving Counsel disclaims all warranties. To the maximum extent permitted by law, Coliving Counsel expressly disclaims any and all warranties regarding the Site. Warranties include express and implied warranties. Warranties include, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or noninfringement.

Coliving Counsel makes the Site available “as is” without warranty of any kind. Coliving Counsel does not warrant that the Site or the Service will meet your requirements. Coliving Counsel does not warrant that operation of the Site or the Service will be uninterrupted or error-free.

You assume the risk of any and all damage or loss from use of or inability to use the Site or the Service.

7. No Guarantee Disclaimer *** Read if carefully. Thank you! ***

The Site and Service provided by Coliving Counsel are offered on an "as is" and "as available" basis.

Coliving Counsel makes no representations or warranties of any kind as to the information, content, or materials included on the Site or through the Service. Representations and warranties include express or implied representations and warranties.

By using our Site or Service, you agree to waive any and all claims against Coliving Counsel regarding the quality, accuracy, or reliability of the Site or Service. You acknowledge that Coliving Counsel does not guarantee the accuracy, completeness, or usefulness of any information on the Site or through the Service. You acknowledge that you rely on the Site and the Service at your own risk.

8. Testimonial Disclaimer

Testimonials appearing on the Site or Coliving Counsel social media channels are received via text, audio, or video submission. Testimonials are individual experiences. They reflect the real-life experiences of those who used our services. However, individual results may vary. Coliving Counsel does not claim, nor should the reader assume, that any individual experience recounted is typical. Coliving Counsel does not represent or guarantee that you will achieve the same or similar results.

The testimonials displayed are given verbatim except for grammatical or typing error corrections. Some testimonials may have been shortened in cases where the original testimonial included extraneous information of no relevance to the general public.

9. Governing Law, Jurisdiction, and Jury Trial Waiver

These Terms shall be construed in accordance with the laws of the United States and the State of California, without reference to their respective rules regarding conflicts of law. Any dispute, claim, and/or controversy ("Dispute") that in any way relates to or arises in connection with your use of the Site or Service will be governed by and construed in accordance with the laws of the United States and the State of California, without reference to their respective rules regarding conflicts of law. T

The laws of the State of California shall apply except to the extent preempted by or inconsistent with federal law.

You irrevocably consent to the exclusive jurisdiction of the federal or state courts located in Alameda County, California, to resolve any Dispute that is not subject to mandatory arbitration under the Arbitration Agreement below. You waive any jurisdictional, venue, or inconvenient forum objections to such courts.

To the fullest extent permitted by applicable law, the parties waive any right to a jury trial.

10. Arbitration/Dispute Resolution and Class Action Waiver *** Please read carefully. Thank you! ***

Any Dispute between you and Coliving Counsel will be determined by binding individual (not class) arbitration. Disputes include those based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. Disputes include claims arising during or after the termination of these Terms.

There is no judge or jury in arbitration. Court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). An arbitrator must follow the terms of these Terms as a court would.

A party who intends to seek arbitration must first send a written notice of the Dispute ("Notice") to the other. Notices to Coliving Counsel must be sent by email to jay@colivingcounsel.com. All Notices must:

be personally signed by the party sending the Notice,
describe with specificity the nature and basis of the Dispute,
explain the alleged damage and harm suffered, and
explain the specific relief sought with a calculation for it.

After a Notice containing all of the information required above is received, the parties agree to engage in good faith for a period of sixty (60) days in an effort to resolve the Dispute. This time period (the “Informal Resolution Period”) may be extended by by agreement of the parties. The party receiving the Notice may request a telephone or video settlement conference during the Informal Resolution Period in an effort to facilitate resolution of the Dispute ("Informal Settlement Conference"). The Informal Settlement Conference, if any, will take place at a mutually agreeable time. This time can be after the sixty (60) day Informal Resolution Period if needed to accommodate the parties' schedules. During the Informal Settlement Conference, you and a Coliving Counsel representative must both personally participate in a good-faith effort to resolve the Dispute without the need to proceed with arbitration. Any counsel representing the parties also may participate. Personal participation in an Informal Settlement Conference will not be required if both you and Coliving Counsel agree in writing.

The Notice, Informal Resolution Period, and Informal Settlement Conference are intended to give the parties a meaningful opportunity to resolve Disputes informally. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" section has not been met, the parties agree that a court can enjoin the filing or prosecution of an arbitration. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" section has not been met, unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration nor demand fees in connection with such an arbitration. Notwithstanding the foregoing, a party retains the right to raise non-compliance with the requirements of this section and seek appropriate relief in arbitration.

Each party retains the right to request a hearing in arbitration from the arbitrator. Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be at an agreed-upon locale.

If in the process of arbitrating or litigating a Dispute this Arbitration Agreement is invalidated in whole, the parties agree that they may seek to resolve the Dispute in a U.S. small claims court or in the federal or state courts of California, consistent with the "Governing law, jurisdiction, and jury trial waiver" section above. To the fullest extent permitted by applicable law, each party may bring a Dispute against the other party only in an individual capacity and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding.

11. Handling Allegations of Copyright Infringement

Coliving Counsel has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service.

Coliving Counsel has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Coliving Counsel or of a third party. Coliving Counsel will immediately suspend and/or terminate any Site or Service user who has otherwise violated any intellectual property laws or regulations.

Coliving Counsel investigates any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Coliving Counsel to delete, edit, or disable the material in question, you must provide Coliving Counsel with all of the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed,
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works,
identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Coliving Counsel to locate the material,
information reasonably sufficient to permit Coliving Counsel to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted,
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to Coliving Counsel’s designated agent at:

Company name: Coliving Counsel
Contact name: Jay Cumberland
Contact title: Principal
Physical Address: 722 Lincoln Avenue, Alameda, CA 94501
Email Address: jay@colivingcounsel.com
Telephone Number: 205-253-9151

12. Affiliated Sites

Coliving Counsel has no control over and no liability for any third party websites or materials.

Coliving Counsel works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Coliving Counsel nor the Site has control over the content and performance of these partner and affiliate sites, Coliving Counsel makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites. Coliving Counsel assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites.

Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. Coliving Counsel makes no guarantees about and assumes no responsibility for the accuracy, currency, content, or quality of this third party content. Unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.

13. Prohibited Uses

Coliving Counsel imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation:

accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access,
attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization,
interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing,”
using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services,
forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service, or
attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service.

Any violation of system or network security may subject you to civil and/or criminal liability.

14. Compliance with Intellectual Property Laws

When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is governed by and subject to copyright ownership and intellectual property use laws.

You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property. You will be solely responsible for any violations of any relevant laws caused by any Content you provide or transmit. You will be solely responsible for any infringements of third party rights caused by any Content you provide or transmit. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

15. User Content

You grant Coliving Counsel a license to use the materials you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Coliving Counsel, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Coliving Counsel, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Coliving Counsel may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

16. Inappropriate Content

You shall not make the following types of Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Coliving Counsel reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. Coliving Counsel intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.

17. Alleged Violations

Coliving Counsel reserves the right to terminate your use of the Service and/or the Site. To ensure that Coliving Counsel provides a high quality experience for you and for other users of the Site and the Service, you agree that Coliving Counsel or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Coliving Counsel does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Coliving Counsel reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Coliving Counsel believes that you have violated any of the Terms, furnished Coliving Counsel with false or misleading information, or interfered with use of the Site or the Service by others.

18. Indemnity

You agree to indemnify Coliving Counsel for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Coliving Counsel, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Coliving Counsel will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

19. No License

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.

20. California Use Only

The Site is controlled and operated by Coliving Counsel from its offices in the State of California. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

21. Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. Coliving Counsel does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Coliving Counsel disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

The purpose of the Site is to provide general information only. The Site is intended for communication purposes, not for solicitation to provide legal services. The information on the Site does not constitute or contain formal legal advice or solicitation of legal services.

Coliving Counsel’s posting of information on the Site, and your receipt of such information, does not create an attorney-client or fiduciary relationship, or impose any obligation on Coliving Counsel. Your sending communications to Coliving Counsel through this site or based upon information received through this site (including the provided contact information) neither establishes an attorney-client relationship nor an obligation on Coliving Counsel’s part to keep your communication confidential. Since such communications may not be secure or confidential, please do not send sensitive or confidential information electronically until an attorney-client relationship is established.

Our legal updates and other written information may have been derived from laws, court decisions, and administrative rulings, any of which may have changed by the time you see this. The information on the Website may not be accurate, current, or complete and, most importantly, it may not apply to your situation. Past outcomes do not guarantee similar results in the future and you should not consider anything on the Site as a legal opinion or as a substitute for retaining qualified legal counsel. The Site may not always be operational or free from functional defects. Coliving Counsel disclaims any liability for any actions you take or do not take based on any of the Website’s content.

This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Coliving Counsel, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Coliving Counsel. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

21. Severability and Waiver

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect and the unenforceable term will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No failure to enforce any provisions of the Terms or respond to any breach by you or other parties shall in any way waive our right to subsequently enforce any terms of conditions of the Terms or to act with respect to similar breaches.

22. Entire Agreement

The Terms and all other legal notices, statements, or terms and conditions posted or made available to you on the Site or through the Services constitute the entire agreement between Coliving Counsel and you, superseding any prior written or oral agreements between them on the same subject matter.

23. Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the website must be commenced within one (1) year after the cause of action accrues. Otherwise, the cause of action or claim is permanently barred.

24. Acknowledgement *** Please read carefully. Thank you! ***

By using the Service or accessing the Site, you acknowledge that you have read these terms and agree to be bound by them.