MEMBERSHIP AND CONTENT LICENSE AGREEMENT
Effective Date: February 20, 2016
To Review Material Modifications Since January 14, 2016, Scroll To The Bottom of This Page.
FTC GUARDIAN, INC. ("FGI") IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH A MEMBERSHIP ACCOUNT TO USE THIS SITE AND A LICENSE FOR THE CONTENT PROVIDED HEREIN ("CONTENT") 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 OR BY GENERATING DOCUMENTS FOR A CLIENT, 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 FGI IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES AND CONTENT DELIVERED BY THIS SITE.
- This site is not a law firm, and neither FTC Guardian, Inc., nor Chip Cooper, nor Jones & Haley PC are acting as your attorney through your use of this site, its services and Content.
- This site is not intended to create an attorney-client relationship, and no attorney-client relationship will be created or legal advice given through your use of this site, its services and Content. No special relationship or privilege exists between you and this site. You will be representing yourself in any legal matter you undertake as a result of your use of this site, its services and Content.
- This site provides (i) articles, newsletters, and Content for informational purposes only, and (ii) an automated software solution using rule-based document assembly technology as a tool for persons to prepare their own legal documents. In the process of providing this information, this site is engaged in the publication of information regarding legal issues commonly encountered.
- This site is not a substitute for the advice of an attorney. This site does not review any of your answers to questions for sufficiency, provide legal advice, or analyze applicable law and apply it to your specific requirements. Accordingly, if you need legal advice for a specific issue, or if your specific matter is too complex to be addressed by our automated software tool, you are advised to seek the advice of an attorney.
- This site, Chip Cooper, and Jones & Haley PC, and the affiliates of this site specifically disclaim any liability, loss, or damage arising out of your use of this site, its services, and Content.
0. Code of Conduct
As a member of FTC Guardian.com, you agree that you will follow our Code of Conduct.
1. Your Website(s) Must – Comply with all rules and regulations regarding Truth in Advertising, including Federal Trade Commission (FTC) decisions and regulations. This includes compliance with rules and regulations for:
• Online Advertising Claims,
• Online Advertising Disclosures,
• Continuity Billing Plan Disclosures,
• Testimonials and Endorsement Disclosures, and
• Privacy and Data Security Disclosures regarding the collection, use and sharing of Personal Information.
3. Your Website(s) Must – Comply with Payment Card Industry Data Security Standard (PCI DSS) to protect consumer credit card information.
4. Your Website(s) Must – Respect the rights and intellectual property of others, and ensure that rights of use for any content, name, likeness, or intellectual property of others is obtained properly before any use or publication. The website must not exceed the scope of use for any rights that are granted for the use or publication of these materials.
5. Your Website(s) Must – Conspicuously and clearly display all pricing and payment terms so that consumers may readily understand true cost.
6. Your Website(s) Must – Offer a fair and reasonable return policy and refund, and faithfully honor that policy.
7. Your Website(s) Must – Conspicuously and clearly display the support phone number.
8. Your Website(s) Must – Conspicuously and clearly display the postal mailing address for the operator of the website.
1. Parties And Modifications
1.1 The parties to this Agreement are you, the licensee ("You"), and the owner and operator of this website: FTC Guardian, Inc., a Georgia corporation (defined above as "FGI"). All references to "we", "us", "our website", "this website" or "this site" shall be construed to mean FGI. If the user is not an individual, then "You" means Your company, its officers, members, agents, successors and assigns.
1.2 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.
2. License Grant For Content.
2.1 Personal Use License. Subject to the terms and conditions of this Agreement and only for the term of this Agreement, You are granted non-exclusive rights to access the private area of this site for training services and to download and use the text files consisting of legal documents generated with our online legal document service ("Content") only for purposes of (i) use for Your own internal business purposes for businesses or websites that you own or control (and not for businesses or websites owned or controlled by others), or (ii) use in your professional law practice if you are a licensed attorney, provided such use is incident to providing legal services within an attorney-client relationship, and not for purposes of resale outside an attorney-client relationship. Promptly upon the expiration or termination of this Agreement for any reason, your license will expire, and you agree to promptly remove from your website all “embed” documents.
2.2 Enterprise Member License. You are authorized to grant complimentary Basic Memberships to your followers. You are not authorized to create documents for your Basic Members. Basic Members are required to create their own documents using the FTC Guardian document generator. If they request assistance, please recommend that they seek assistance from a qualified attorney.
3. Use Restrictions
For Content Except for training videos, You may copy and modify the Content for your own use, provided such use is consistent with the license grant provided above; however, You are not authorized (i) to resell or sublicense the Content, except as provided for Commercial Licenses, (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, except for use as intended for your website legal compliance, 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. For all documents in our system designated as "embed" documents in the title of the document, you are required to post these documents to your website(s) only by posting the embed code we provide and not by any other method (however, you should understand that this requirement does not limit in any way your right to modify or to edit of any of these documents as permitted by our system).
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. 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 website during the term of Your membership 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.
FGI 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.
7. 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, FGI retains the right, in its sole discretion, to suspend or terminate rights to use the services. Solely to enable FGI to use information You supply us internally, so that we are not violating any rights You might have in that information, You grant to FGI a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by FGI'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 FGI, in each case by any method or means or in any medium whether now known or hereafter devised.
9. Technical Support.
FGI shall answer questions by email and telephone regarding the use of the website and the materials licensed hereunder.
10. Money-Back Guarantee; Fees; CONTINUITY PAYMENTS.
10.1 FGI offers a 30-day unconditional money back guarantee. If You are not satisfied with the licensed materials for any reason, upon request you will receive a complete refund of your initial payment. You agree to pay fees in accordance with the order form you selected at the time of your purchase of your membership. Except for the foregoing money-back guarantee, all fees paid by you are non-refundable.
10.2 IF YOU ARE PAYING ON A CONTINUITY BASIS, YOUR MEMBERSHIP WILL CONTINUE UNTIL YOU CANCEL. YOU MAY CANCEL THIS AGREEMENT AND YOUR MEMBERSHIP AT ANY TIME BY EMAIL TO SUPPORT@FTCGUARDIAN.COM. YOUR TERMINATION WILL BECOME EFFECTIVE UPON YOUR NEXT RENEWAL DATE. THERE WILL BE NO REFUNDS FOR PRE-PAID FEES.
11. Warranty Disclaimer.
THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, AND ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN "AS IS" BASIS FROM FGI AND ITS INFORMATION PROVIDERS. FGI AND ITS AFFILIATES AND CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE OF 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 SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH OF FGI AND FGI'S AFFILIATES AND CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT.
12. Term and Termination; CONTINUITY PAYMENTS.
12.1 You may terminate this Agreement and your membership at any time by email to support@FTCGuardian.com. IF YOU ARE PAYING ON A CONTINUITY BASIS, YOUR TERMINATION WILL BECOME EFFECTIVE UPON YOUR NEXT RENEWAL DATE; THERE WILL BE NO REFUNDS FOR PRE-PAID FEES. This site is not a law firm, and neither FTC Guardian, Inc., nor Chip Cooper, nor Jones & Haley PC are acting as your attorney through your use of this site, its services and Content.
12.2 You agree that we may terminate your account and access to this site’s services and Content for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the site or Services, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Services, (ii) deletion of all “embed documents on your website, and (iii) deletion of your login data, password, and all related information. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services. If we elect to terminate this Agreement for cause, we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you.
12.3 This site provides (i) articles, newsletters, videos and Content for informational purposes only, and (ii) an automated software solution using rule-based document assembly technology as a tool for persons to prepare their own legal documents. In the process of providing this information, this site is engaged in the publication of information regarding legal issues commonly encountered and not for Your own specific circumstances.
12.4 This site is not a substitute for the advice of an attorney. This site does not review any of your answers to questions for sufficiency, provide legal advice, or analyze applicable law and apply it to your specific requirements. Accordingly, if you need legal advice for a specific issue, or if your specific matter is too complex to be addressed by our automated software tool, you are advised to seek the advice of an attorney.
12.5 This site, Chip Cooper, and Jones & Haley PC, and the affiliates of this site specifically disclaim any liability, loss, or damage arising out of your use of this site, its services, and Content.
Limitation of Liability.
13. IN NO EVENT WILL
FGI OR ANY FGI SUPPLIER OR AFFILIATE BE LIABLE OR RESPONSIBLE TO YOU OR ANY PERSON FOR ANY TYPE OF SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR LOST PROFITS, EVEN IF FGI OR ANY FGI SUPPLIER OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY, OR OTHERWISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FGI OR ANY FGI SUPPLIER OR AFFILIATE, INCLUDING LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY, OR OTHERWISE, EXCEED THE SUM TOTAL OF THE FEES THAT YOU PAID, IF ANY, FOR YOUR MEMBERSHIP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. Use By Members Who Reside Outside The United States.
14.1 Documents and training materials relating to FTC compliance (for transactions involving United States consumers or persons who work from home) were designed for any member to use, regardless of where they are reside (either if you reside inside or outside the United States). Documents and training materials that do not relate to FTC compliance (e.g. a Consulting Agreement or training involving copyright protection) were designed for use by members who reside inside the United States. If you are located in Quebec, 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.
14.2 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.
15. If We Provide the Right to Post Content.
15.1 If we provide you the opportunity to post or upload your content, we will not treat information that you post or upload as 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.
15.2 If we provide you the opportunity to post or upload your content, you retain all rights and ownership to your content. We make no claim of ownership to your content; however, we do need certain rights (a license) to use your content to enable our Services. If you upload or submit your content, you grant to us and any of our affiliated entities a worldwide, non-exclusive, irrevocable, and perpetual right and license (i) to use, reproduce, modify, and create derivative works based on your content, and (ii) to host, publish, distribute, publicly display, publicly perform your content and derivative works in all methods and means of distribution and publication, now known or hereafter developed. This license granted by you is only for purposes of marketing, promoting, or improving our Services.
16. 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. Privacy And Security.
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 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. 201, Fernandina Beach, FL 32034, in either case, addressed to the attention of "Vice President of the Company". Notices will not be effective unless sent in accordance with the above requirements.
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.
21. 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.
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.
Modifications Effective February 20, 2016: added restriction requiring posting of embed codes.
- Clarified license restrictions.
- Clarified term and termination.
- Clarified posting of content.