Last Update: May 1, 2008
Click here for a listing of material changes to these Terms of Use and their
effective dates.
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR OTHERWISE USING THIS SITE, YOU AGREE TO BE BOUND CONTRACTUALLY BY THESE TERMS OF USE.
1. Parties. The parties to this Agreement are you, a visitor to this web site
("You"), and the owner and operator of this web site: DIGITAL CONTRACTS, INC., a
Georgia corporation ("DCI"). All references to "us", "we", "this web site" or
"this site" shall be construed to mean DCI. If the user is not an individual,
then "You" means Your company, its officers, members, agents, successors and
assigns.
2. License. DCI grants a non-exclusive, non-transferable, and revocable
license to You and provides the services available at this site to You subject
to the following terms and conditions.
3. Entire Agreement. This Terms of Use Agreement will be expressly
incorporated by reference in each and every agreement between You and DCI, and
except for any separate license agreement for software and/or content, this
terms of use agreement supersedes any and all prior and existing agreements,
whether oral or in writing, between You and DCI with respect to the subjects
addressed herein and constitutes the entire agreement between the parties with
respect to those subjects. Except for any separate license agreement for
software and/or content, You acknowledge that neither DCI nor anyone on DCI's
behalf has made any representations, inducements, promises or agreements, orally
or otherwise, to You relating to the subjects addressed by this terms of use
agreement that are not embodied herein.
4. Prohibited Conduct. You agree (i) not to use this site to upload or
distribute in any way files that contain viruses, corrupted files, or any other
similar software or programs that may damage the operation of another's
computer; (ii) not to interfere or disrupt this site or any networks connected
to this site; (iii) not to use any device, software or routine or attempt to
interfere with the proper functioning of this site or any transactions being
offered at this site; (iv) not to take any action that imposes an unreasonable
or disproportionately large load on DCI's infrastructure; (v) not to use this
site to collect or harvest personal information, including, without limitation,
financial information, about other participants at this site; and (vi) not to
impersonate any person or entity or falsely state or otherwise misrepresent Your
affiliation with a person or entity. You agree not to use the services,
products, or downloads available at this site for illegal purposes, and to
comply with all regulations, policies and procedures of networks connected to
this site.
5. Compliance with Laws. You shall comply with all applicable laws and
regulations of the United States and foreign authorities (including, but not
limited to United States trade restriction laws, export laws or license
requirements and laws regarding the sale or transport of hazardous materials,
and laws regarding the transmission of technical data, including without
limitation encryption, exported from the United States through the services
available at this site) relating to any service, product, or download associated
with this site.
6. Separate License Agreement(s). You may acquire software and/or content
from DCI by download from this site, or otherwise directly from DCI. You agree
that your use of such software and/or content shall be strictly in accordance
with the applicable license agreement(s).
7. Registration Data And Privacy. Registration may be required for you to
download from this site, or for your participation in certain services offered
at this site. You must provide certain current, complete, and accurate
information about You as prompted to do so by the registration form
("Registration Data"), and maintain and update such registration information as
required to keep such information current, complete and accurate. You warrant
that your Registration Data is accurate and current, and that You are authorized
to provide such Registration Data. You authorize us to verify your Registration
Data at any time. If any Registration Data that You provide is untrue,
inaccurate, not current or incomplete, DCI retains the right, in its sole
discretion, to suspend or terminate rights to use the services. Registration
Data and certain other information about You is subject to our Privacy Policy
which may be accessed from the Digicontracts.com home page. Solely to enable DCI
to use information You supply us internally, so that we are not violating any
rights You might have in that information, You grant to DCI a nonexclusive
license to (i) convert such information into digital format such that it can be
read, utilized and displayed by DCI's computers or any other technology
currently in existence or hereafter developed capable of utilizing digital
information, and (ii) combine the information with other content provided by
DCI, in each case by any method or means or in any medium whether now known or
hereafter devised.
8. Postings To This Site.
8.1 Postings To Blog. We will not treat information that you post to
the blog on this site as proprietary, private, or confidential. We have no
obligation to monitor posts to this site or to exercise any editorial control
over such posts; however, we reserve the right to review such posts and to
remove any material that, in our judgment, is not appropriate. Posting,
transmitting, promoting, using, distributing or storing content that could
subject us to any legal liability, whether in tort or otherwise, or that is in
violation of any applicable law or regulation, or otherwise contrary to commonly
accepted community standards, is prohibited, including without limitation
information and material protected by copyright, trademark, trade secret,
nondisclosure or confidentiality agreements, or other intellectual property
rights, and material that is obscene, defamatory, constitutes a threat, or
violates export control laws.
8.2 Defamation; Communications Decency Act Notice. This site is a
provider of "interactive computer services" under the Communications Decency
Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other
claims arising out of any postings to this site by third parties is limited as
described therein. We are not responsible for content or any other information
posted to this site by third parties. We neither warrant the accuracy of such
postings or exercise any editorial control over such posts, nor do we assume any
legal obligation for editorial control of content posted by third parties or
liability in connection with such postings, including any responsibility or
liability for investigating or verifying the accuracy of any content or any
other information contained in such postings.
8.3 Copyright Infringement; The Digital Millennium Copyright Act
Notice. This site is an Internet "service provider” under the Digital Millennium
Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As Required by the DMCA, this
site maintains specific contact information provided below, including an e-mail
address, for notifications of claimed infringement regarding materials posted to
this site. All notices should be addressed to the contact person specified below
(our agent for notice of claimed infringement):
Notification of Claimed Infringement:
Digital Contracts, Inc.
403 Tarpon Ave No. 403
Fernandina Beach, FL, 32034
Agent's Name/Email Address: Chip Cooper, ccooper@digicontracts.com
Telephone: 770-664-8555
Facsimile: 678-623-9020
You may contact our agent for notice of claimed infringement
specified above with complaints regarding allegedly infringing posted material
and we will investigate those complaints. If the posted material is believed in
good faith by us to violate any applicable law, we will remove or disable access
to any such material, and we will notify the posting party that the material has
been blocked or removed. In notifying us of alleged copyright infringement, the
DMCA requires that you include the following information: (i) description of the
copyrighted work that is the subject of claimed infringement; (ii) description
of the infringing material and information sufficient to permit us to locate the
alleged material; (iii) contact information for you, including your address,
telephone number and/or e-mail address; (iv) a statement by you that you have a
good faith belief that the material in the manner complained of is not
authorized by the copyright owner, or its agent, or by the operation of any law;
(v) a statement by you, signed under penalty of perjury, that the information in
the notification is accurate and that you have the authority to enforce the
copyrights that are claimed to be infringed; and (vi) a physical or electronic
signature of the copyright owner or a person authorized to act on the copyright
owner's behalf. Failure to include all of the above-listed information may
result in the delay of the processing of your complaint.
9. Copyrights. The copyright in all material provided on this site is owned
by DCI or by DCI's licensor(s). You acknowledge and agree that this site
contains proprietary information that is protected by applicable intellectual
property and other laws. You further acknowledge and agree that information
presented to You through this site, including text, graphics, logos, icons,
images and software, and the arrangement and compilation of such content, are
the property of DCI or its content suppliers and is protected by copyrights,
trademarks, service marks, patents or other proprietary rights and laws. DCI
does not grant any license or authorization to any user of its copyrightable
material or other intellectual property, by placing them on this site.
Furthermore, except as stated herein, none of the material may be copied,
reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means, including, but not limited to,
electronic, mechanical, photocopying, recording, or otherwise, without the prior
written permission of DCI or the copyright owner. However, You may print a copy
of the information on this site for Your personal, non-commercial internal use
or records. In so doing, You may not modify the materials and You agree to
retain all copyright and other proprietary notices contained in the materials.
This permission does not give You any ownership rights in the information and
terminates automatically if You breach any of these terms or conditions. If You
make any other use of this site, except as otherwise provided herein, You may
violate copyright and other laws of the United States, other countries, as well
as applicable state laws and may be subject to penalties.
10. Trademarks. The trademarks, service marks, and logos (the "Trademarks")
used and displayed on this site are registered and unregistered Trademarks of
DCI and others. Nothing on this site should be construed as granting, by
implication, estoppel, or otherwise, any license or right to use any Trademark
displayed on the site, without the written permission of the Trademark owner.
DCI aggressively enforces its intellectual property rights to the fullest extent
of the law. The Trademark(s) CONTRACTMAKER may not be used in any way, including
in advertising or publicity pertaining to distribution of materials on this
site, without prior, written permission. DCI prohibits use of any of the
forgoing names or marks as a metatag or as a "hot" link to any DCI site unless
establishment of such a link is approved in advance by DCI in writing. If You
have any questions regarding any trademarks on the site, please contact DCI.
11. Links.
11.1 Links to This Site. We grant to you a limited, revocable, and
nonexclusive right to create a hyperlink to the home page of this site so long
as the link does not portray us or our products or services in a false,
misleading, derogatory, or offensive matter. You may not use the our logo, our
trademark, or our name or trademarks, or other proprietary graphic image in the
link without our prior written permission.
11.2 Links to Third Party Websites. We do not review or control third
party websites that link to or from this site, is not responsible for their
content, and does not represent that their content is accurate or appropriate.
Your use of such third party site is on your own initiative and at your own risk
and may be subject to the other sites’ terms of use.
12. Participation In Promotions Of Advertisers. You may enter into
correspondence with or participate in promotions of advertisers promoting their
products or services on this site ("Advertisers"). You acknowledge and agree
that any such correspondence or participation, including the delivery of and the
payment for goods and services, and any other terms, conditions, warranties or
representations associated with such correspondence or promotions, are solely
between You and Advertiser. Digicontracts.com shall have no liability,
obligation or responsibility whatsoever arising out of or in connection with any
such correspondence or participation or transactions.
13. Monitoring. You acknowledge that DCI or its designees reserves the right
to, and may from time to time, monitor any and all activity or information
transmitted or received through this site. DCI, in its sole discretion and
without further notice to You, may (but is not obligated to) review, censor or
prohibit any activity or the transmission or receipt of any Information which
DCI deems inappropriate (such as that specified in above) or that violates any
term or condition of this agreement. During monitoring, information may be
examined, recorded, copied, and used for authorized purposes. Use of this site,
authorized or unauthorized, constitutes consent to such monitoring. Unauthorized
uses and unauthorized users of this site will be prosecuted to the full extent
of the law.
14. NO WARRANTIES. THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, AND
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A LICENSE AGREEMENT FOR SOFTWARE OR
CONTENT, ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN
"AS IS" BASIS FROM DCI AND ITS INFORMATION PROVIDERS, DCI AND ITS AFFILIATES AND
CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE UNDER THIS AGREEMENT, THE
SERVICES AVAILABLE ON THIS SITE, THE OPERATION OF THE SOFTWARE AVAILABLE ON THIS
SITE, THE TRANSACTIONS PERFORMED ON THIS SITE, OR THE INFORMATION, CONTENT,
MATERIALS AND/OR PRODUCTS INCLUDED ON THIS S ITE. TO THE FULLEST EXTENT
PERMISSIBLE BY APPLICABLE LAW, EACH OF DCI AND DCI'S AFFILIATES AND CONTENT
PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR P
URPOSE, TITLE AND/OR NONINFRINGMENT. YOU ACKNOWLEDGE THAT NEITHER THIS SITE NOR
THE CONTRACTMAKER INTERNET SERVICE IS ENGAGED IN PROVIDING PROFESSIONAL LEGAL
SERVICES OR LEGAL ADVICE, AND THAT IT IS YOUR RESPONSIBILITY TO SEEK COMPETENT
LEGAL COUNSEL TO ADVISE YOU REGARDING THE APPLICABILITY OF ANY CONTENT AVAILABLE
ON THIS SITE TO SPECIFIC FACTUAL SITUATIONS. NO ATTORNEY-CLIENT RELATIONSHIP IS
INTENDED NOR CREATED THROUGH YOUR USE OF THIS SITE, THE CONTRACTMAKER INTERNET
SERVICE, OR THE CONTENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE
CONTENT AVAILABLE AT THIS SITE. WITHOUT LIMITING THE FOREGOING, NONE OF DCI NOR
DCI'S AFFILIATES OR CONTENT PROVIDERS MAKES ANY WARRANTY THAT (i) THE GOODS OR
SERVICES OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, (ii) THE GOODS OR
SERVICES OFFERED ON THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR
SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE CONTENT OR INFORMATION AVAILABLE
ON THIS SITE IS COMPLETE, ACCURATE OR AVAILABLE, OR (v) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DCI OR THROUGH THIS SITE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
15. LIMITED LIABILITY. DCI AND ALL OF DCI's AFFILIATES AND CONTENT PROVIDERS
AND THEIR RESPECTIVE SHAREHOLDERS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY
LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS
OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY
KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS
EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS
AGAINST YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY,
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE GOODS OR
SERVICES PROVIDED ON THIS SITE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1)
YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. YOU FURTHER
AGREE IF YOU BECOME ENTITLED TO ANY RECOVERY, THAT YOUR RECOVERY SHALL BE
LIMITED TO THE AMOUNT OF FEES OR PAYMENTS MADE TO DCI, IF ANY, FOR THE SERVICE,
SOFTWARE OR CONTENT AT ISSUE.
16. Indemnity. You shall defend, indemnify, and hold harmless DCI and its
content providers and their respective shareholders, affiliates, employees,
agents, successors, officers, and assigns, from any suits, losses, claims,
demands, liabilities, costs and expenses (including attorney and accounting
fees) that they may sustain or incur arising from your failure to have any
documents drafted through this site reviewed by Your attorney acting within an
attorney-client relationship.
17. Beneficiaries of this Agreement; No Other Agreements. The rights and
limitations in this agreement are for the benefit of DCI and each of DCI's
content providers, each of which shall have the right to enforce its rights
hereunder directly and on its own behalf.
18. Termination. You agree that DCI may, at its sole discretion, deny You
access to the site and disable any user name and password associated with You
for any reason, including, without limitation, if DCI believes that You have
violated or acted inconsistently with the letter or spirit of this agreement.
DCI reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the services offered under this site
(or any part thereof) with or without notice. You agree that DCI shall not be
liable to You or to any third party for any modification, suspension or
discontinuance of the services offered under this site.
19. Consumer Rights. DCI maintains specific contact information including an
e-mail address for notifications of complaints and for inquiries regarding
pricing policies in accordance with California Civil Code Section 1789.3. You
may contact DCI with complaints and inquiries regarding pricing and DCI will
investigate those matters and respond to the inquiries.All correspondence should
be addressed to DCI's agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry:
Digital Contracts, Inc.
403 Tarpon Avenue
No. 301
Roswell, GA, 30076-3778
Contact/Email Address: Chip Cooper - email: ccooper@digicontracts.com
Telephone:770-664-8555
Facsimile:678-623-9020
20. Controlling Law. This Agreement shall be construed under the laws of the
State of Georgia, USA, excluding rules regarding conflicts of law. The
application the United Nations Convention of Contracts for the International
Sale of Goods is expressly excluded.
21. Jurisdiction And Venue. You and DCI agree to submit to the exclusive
personal jurisdiction of the courts of Fulton County in the State of Georgia,
USA in all legal proceedings that are that are not arbitrated under this
Agreement .
22. Arbitration. Except for actions to protect intellectual property rights
and to enforce an arbitrator's decision hereunder, all disputes, controversies,
or claims arising out of or relating to this Agreement or a breach thereof shall
be submitted to and finally resolved by arbitration under the rules of the
American Arbitration Association ("AAA") then in effect. There shall be one
arbitrator, and such arbitrator shall be chosen by mutual agreement of the
parties in accordance with AAA rules. The arbitration shall take place in
Atlanta, Georgia, and may be conducted by telephone or online. The arbitrator
shall apply the laws of the State of Georgia, USA to all issues in dispute. The
controversy or claim shall be arbitrated on an individual basis, and shall not
be consolidated in any arbitration with any claim or controversy of any other
party. The findings of the arbitrator shall be final and binding on the parties,
and may be entered in any court of competent jurisdiction for enforcement.
Enforcements of any award or judgment shall be governed by the United Nations
Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should
either party file an action contrary to this provision, the other party may
recover attorney's fees and costs up to $1000.00.