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CONTENT LICENSE AGREEMENT
Effective Date: April 20, 2008
To Review Material Modifications Since February 16, 2004
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DIGITAL CONTRACTS, INC. ("DCI") IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH
AN ACCOUNT TO USE THIS SITE AND A LICENSE FOR THE CONTENT SPECIFIED
HEREIN ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY
CLICKING ON "I ACCEPT" BELOW, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU
ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" SHALL REFER TO YOUR ENTITY. IF YOU
DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR
ENTITY, THEN DCI IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND
TO USE THE SERVICES DELIVERED BY THIS SITE.
We reserve the right to modify this Agreement at any time by posting
an amended Agreement that is always accessible through the Legal link
on this site's home page and by giving you prior notice of such amendments. Your
continued use of this site after notice of a modification indicates your
acceptance of the amended Agreement. You should check this Agreement through
this link periodically for modifications by scrolling to the bottom of the page
for a listing of material changes and their effective dates.
1. Parties. The parties to this Agreement are you, the licensee ("You"), and
the owner and operator of this web site: Digital Contracts, Inc., a Georgia
corporation ("DCI"). All references to "we", "us", "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. Eligibility; License Grant For Content.
2.1 Subject to the terms of this Agreement, You are
granted non-exclusive rights access the private area of this site and to download
and use the text files consisting of legal documents generated by the ContractMaker
Internet service ("Content") only for purposes of (i) use for Your own internal business
purposes at a single business location, or (ii) use in your professional law practice at
a single business location if you are a licensed attorney, provided such use is
incident to providing legal services within an attorney-client relationship.
2.2 Licenses are not available to minors under the age of 18 years
of age and any user that has been suspended or removed from the system.
3. Use Restrictions For Content. You may copy, modify, and transfer the Content
to others provided such use is consistent with the license grant provided above;
however, You are not authorized (i) to resell or sublicense the Content, (ii) to
distribute, transmit, or publish the Content to the public, either with or without
valuable consideration, in any form, format, or method, including without limitation,
by posting on the Internet, or (iii) otherwise to use the Content as part of a
product or service for any commercial use or purpose, either with or without valuable
consideration. If you are not a licensed attorney, You are not authorized to use the
Content for the benefit of others.
4. Eligibility. Licenses are not available to minors under the age of 18 years of
age and any user that has been suspended or removed from the system. You may
not have more than one active license.
5. Subscription License Term. The term of the license granted herein shall be on
a subscription basis with a term of one (1) year. After the expiration of the
subscription term, You may purchase a renewal license in accordance with the terms and
conditions posted at the Digicontracts.com web site.
6. Restrictions Regarding Sharing of Identification and Password Codes. You shall be issued
a unique identification and/or password codes for use in accessing the
Digicontracts.com web site during the term of Your subscription license. You agree to
safeguard Your identification and/or password codes. You may share Your identification and/or password codes
with others in your company or organization, provided that all sharing and use, including Your
use, is limited to employees who work out of a single location or site. You shall not transmit or share Your
identification and/or password codes with others who work outside your business location.
7. Ownership. DCI and its suppliers own the Content and all intellectual property
rights embodied therein. The Content is protected by United States copyright laws and
international treaty provisions. This Agreement provides You only a limited use
license, and no ownership of any intellectual property.
8. Registration Data. Registration is required for you to download Content from
this site. You agree (i) to provide certain current, complete, and accurate information
about You as prompted to do so by the registration form ("Registration Data"), and (ii)
to 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. 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.
9. Privacy Policy. Registration Data and certain other information about You
is subject to our Privacy Policy which may be accessed from the this site's
HOME PAGE.
10. Technical Support. DCI shall answer questions by email and telephone regarding
the use of the web site and the materials licensed hereunder.
11. Money-Back Guarantee. DCI offers a money back guarantee under terms and
conditions provided on this web site. If You are not satisfied with the licensed
materials for any reason, you may receive a complete refund in accordance with such
terms and conditions.
12. Accuracy of Information and Disclaimer of Warranty Regarding This Site. DCI has
made every effort to present the services and content on this site accurately, but additions,
deletions and changes may occur. The services, content, and/or products on this site
are provided "AS-IS", and neither DCI, Jones Haley & Mottern PC, Frederick L. Cooper
III PC, nor Frederick L. Cooper III, individually, make any representation or warranty
with respect to such products, services, and/or Content. DCI, Jones Haley Mottern
PC, Frederick L. Cooper III PC, and Frederick L. Cooper III, individually,
specifically disclaim, to the fullest extent permitted by law, any and all warranties,
express or implied, relating to this site or products, services and/or Content acquired
from this site, including but not limited to, implied warranties of merchantability,
completeness, timeliness, correctness, noninfringement, or fitness for any particular
purpose. This disclaimer of warranty constitutes an essential part of this agreement.
No purchase or use of the items or Content offered by this site is authorized hereunder
except under this disclaimer. If implied warranties may not be disclaimed under
applicable law, then any implied warranties are limited in duration to the period required by applicable
law. Some states do not allow limitations on how long an implied warranty may last, so the
above limitations may not apply to You.
13. Information and Content provided on or through this site are for general
informational purposes only, and are not intended as legal advice on any specific issue.
You agree that it is your responsibility to seek competent legal counsel to advise you
regarding the applicability of any content to specific factual situations. You agree
that this Agreement and/or your subscription license do not create an attorney-client
relationship. If you require legal representation, an attorney-client relationship
may be created, but only by a separate, written engagement agreement signed by a
partner of the law firm.
14. Limitation of Liability. Under no circumstances will DCI or its affiliates have
any liability with respect to any claims or damages (whether indirect, special,
incidental, consequential or punitive) as a result of your access or use of (or inability
to access or use) this site or its Content, even if advised of the
possibility of such damages. Direct damages are limited to the amount of fees paid
for Your subscription license for the current year.
15. Intended For Use Only In The United States.
15.1 This site is intended for use
only from within the United States. We do not represent that this site is appropriate
for use elsewhere. Access to this site from locations where its contents are illegal
is not authorized. If You are located outside the U.S., then the following
provisions shall apply: (i) Les parties aux presentes confirment leur volonte que
cette convention de meme que tous les documents y compris tout avis qui siy rattache,
soient rediges en langue anglaise (translation: "The parties confirm that this
Agreement and all related documentation is and will be in the English language.");
and (ii) You are responsible for complying with any local laws in your jurisdiction
which might impact your right to import, export or use the Software, and You
represent that You have complied with any regulations or registration procedures
required by applicable law to make this license enforceable.
15.2 Any personal information which we may collect on
this site will be stored and processed in our servers located only in the United States.
If you reside outside the United States, you consent to the transfer of personal
information outside your country of residence to the United States.
16. Posting To This site. We will not treat information that you post to areas
of this site that are viewable by others 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.
17. 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.
18. Monitoring. We reserve the right to monitor your access and use of this website
without notification to you. We may record or log your use in a manner as set out in our
Privacy Policy that is accessible by clicking on this site�s home page.
19. Privacy And Security. You may access, read, and print our policies regarding privacy
and security through our Privacy Policy link on this site's home page. As stated in our
Privacy Policy, we reserve the right to modify our terms regarding privacy and security
from time to time. In your review of our Privacy Policy, please note our policies regarding
email to you. Provided that we comply with the security policies specified in our
Privacy Policy, we will not, under any circumstances, be held responsible or liable
for situations where information or transmissions are accessed by third parties through
illegal or illicit means or through the exploitation of security vulnerabilities in our
site and network. We will promptly report to you any unauthorized access to your
information promptly upon discovery, and we will use diligent efforts to promptly
remedy any security vulnerability that permitted the unauthorized access. If notification
to persons affected by the unauthorized access is required, you agree to be solely
responsible for any and all such notifications at your expense.
20. Notices. We may give notice to you by means of (i) a general notice in your
account information, (ii) by electronic mail to your e-mail address on record in
your Registration Data, or (iii) by written communication sent by first class mail
or pre-paid post to your address on record in your Registration Data. Such notice
shall be deemed to have been given upon the expiration of forty eight (48) hours
after mailing or posting (if sent by first class mail or pre-paid post) or twelve
(12) hours after sending (if sent by email). You may give notice to us (such notice
shall be deemed given when received by us) at any time by any of the following: (a)
by letter sent by confirmed facsimile to us at the following fax number, 678-623-9020;
or (b) by letter delivered by nationally recognized overnight delivery service or
first class postage prepaid mail to us as follows: Digital Contracts, Inc.,
403 Tarpon Ave, No. 403, Fernandina Beach, FL 32034, in either case, addressed
to the attention of "President of the Company". Notices will not be effective
unless sent in accordance with the above requirements.
21. 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.
22. Jurisdiction And Venue. The courts of Fulton County in the State of Georgia, USA
and U.S. District Court for the Northern District of Georgia, Atlanta Division, shall
be the exclusive jurisdiction and venue for all legal proceedings that are not
arbitrated under this Agreement.
23. Severability. If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent necessary
and possible to render it valid and enforceable. In any event, the unenforceability
or invalidity of any provision shall not affect any other provision of this Agreement,
and this Agreement shall continue in full force and effect, and be construed and enforced,
as if such provision had not been included, or had been modified as above provided, as
the case may be.
24. Miscellaneous. This Agreement and the Terms of Use and Privacy Policy posted on
this site constitutes the entire understanding of the parties
with respect to the subject matter of this Agreement and merges all prior communications,
representations, and agreements. This Agreement may be modified only as expressly provided
herein. If any provision of this Agreement is held to be unenforceable for
any reason, such provision shall be reformed only to the extent necessary to make it
enforceable. 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.
This license is written in English, and English is its controlling language.
Effective April 20, 2008 -- Material Modifications To February 16, 2004 Version of
Content License Agreement:
- Amendment of Agreement: added notice requirement.
- Section 2: added eligibility requirement.
- Section 15.1: added notice that site is not intended for use outside United States.
- Section 15.2: added consent to onward transfer of personal information.
- Section 16: added new Section 16 regarding postings to this site.
- Section 17: added new Section 17 regarding defamation.
- Section 18: added new Section 18 regarding monitoring rights.
- Section 19: added new Section 19 regarding privacy and security.
- Section 20: added new Section 20 regarding notices.
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