BY PURCHASING A MEMBERSHIP TO USE THE INTERNET LEGAL ARMOR AUTOMATED WEBSITE LEGAL DOCUMENT BUILDER & COMPLIANCE SERVICE (“SERVICES”) AND/OR BY CLICKING ON THE “I ACCEPT” BUTTON, YOU (“YOU”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT"), WHICH CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND INTERNET LEGAL ARMOR ("COMPANY”). THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR PURCHASE, ACCESS AND USE OF ANY PRODUCT. THE WORD "YOU" IS USED INTERCHANGEABLY THROUGHOUT THIS DOCUMENT TO REFER TO BOTH ANY USER WHO CREATES LEGAL DOCUMENTS USING OUR SERVICES FOR ANY WEBSITE. THE CAPITALIZED TERM “DOCUMENT" (OR "DOCUMENTS") HEREINAFTER REFERS TO ANY LEGAL DOCUMENT YOU BUILD USING THE SERVICES.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE FOREGOING TERMS IN THEIR ENTIRETY AND THAT YOU UNDERSTAND THEM AND THAT YOU UNDERSTAND YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US.
NO ONE UNDER THE AGE OF 18 IS PERMITTED TO ENTER INTO THIS AGREEMENT. You represent and warrant to us that you are of sufficient legal age in your jurisdiction to enter into a legally binding agreement with us and otherwise be bound to the terms and conditions contained herein.
You are purchasing and are hereby granted with the revocable, non-exclusive, non-transferable and limited right to access and use the Services for your internal personal or business use including the right to download and use all legal guides and tutorials and document templates, all other text, images, graphics, flash, video or audio files part of the Services (“Materials”). You may display any and all Documents You generate using the Services on either the single domain that You have registered if You have purchased a Basic Membership or on any website that is owned and controlled by You or any business You own, control and operate, without limitation, if You have purchased a Basic or White Label Membership. You may also modify the Documents in any manner you see fit for the limited purpose of using the Documents, and any updates and future variations of the Documents, as website or other legal documents for your personal or business use. In addition, the rights being granted to You are made on the condition that You do not copy or reproduce (or allow any third-parties to copy or reproduce), disseminate, distribute or transmit the Services, including any restricted portions of our Website, or any Materials to any third-parties, including electronic, mechanical, photocopying, recording or electronic information storage and retrieval or any other means, either in its original state or in any subsequently modified state (no matter how significant any modifications may be. You are not authorized to: (i) resell or sublicense the Materials; (ii) distribute, transmit, or publish the Services or any Materials to the public in any form, format, or method; (iii) modify the Services or any Materials, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any Materials or otherwise attempt to use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services and/or the Services; or (iv) otherwise use the Services or any potion of thereof including the Materials as part of a product or service for commercial use or any other purpose whatsoever, or in any way exploit the Services or any Materials, in whole or in part, except as otherwise expressly permitted in this Agreement.
The Services and any applicable Materials are not being sold to You under the terms and conditions of this Agreement. Except as expressly stated herein, your right to access the Services does not convey any other rights in and to the Services or any Materials, express or implied, or ownership of any intellectual property rights thereto. All rights not expressly granted herein are reserved by us. You may not use the Services, any Materials and/or the Services in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law. You may not remove or obscure our copyright notice and reservation of our rights contained on any individual Document You create or on any portion of the Materials.
General Restrictions on Website Use
WHITE LABEL LICENSE NO LEGAL SERVICES CERTIFICATION
If you are not a licensed attorney, You agree that by using our Services You will not do any of the following: (i) represent to any client you generate any Documents on behalf of that You are providing legal services, either directly or through the law firm of Phil Nicolosi Law, P.C. and/or by Philip A. Nicolosi; (ii) represent to any client you generate any Documents on behalf of that You are providing any "guarantee" that the client's business, or the business owners personally, will avoid liability absolutely by using and displaying the Documents on their website; or (iii) represent to any of your client's that any Document You provide to them will be in compliance with all international, federal or state laws that apply to their specific online business practices and/or activities.
Further, if You are not a licensed attorney, You agree that You will inform any clients in writing that You generate and provide any Documents to in the course of your business that You are not providing them with direct legal services by Phil Nicolosi Law, P.C. or by Philip A. Nicolosi, or in general, prior to providing any Document to the client.
Registration & Access of the Materials
The Company requires that you register and create an account/membership in order to access and use the Materials under this license. Once you provide the requested information at checkout, a user account will be automatically created and You will be issued a temporary user ID and password. You can use this log-in information to access the Materials at any time and You may create a unique user ID and password after you have logged-in for the first time. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. The Company is not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account/membership. You are expressly prohibited from sub-licensing, transferring, selling or assigning any rights of use and/or access of your account/membership to any third party and you represent and warrant to the Company that You shall not allow the same. You agree that You shall be the only user of the account and will not allow others to use or access restricted or members-only portions of this Website using your account information. However, You may share your identification and/or password information with any employees of your business or organization, provided that all sharing and use, including your use, is limited to employees who work out of a single location. You assume liability for and are solely responsible at all times for all use and all actions made under or through your account including, but not limited to, unauthorized use by any third parties or any employees. Any theft or other breach of the security of your account/membership information must be promptly addressed by You upon becoming aware of the same and You agree to change your account information, or cancel your account. You also warrant and represent that any information you provide during registration is accurate and current, and that You are authorized to provide such information. You will be required to maintain and update your registration information as required to keep such information current, complete and accurate at all times.
Intellectual Property Notice
All Company logos or any other trademarks, trade names or service marks and/or any other marks posted on this Website, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other materials part of the Services ("Content"), is either owned by the Company or by some third party. No trademarks, trade names, service marks, etc. posted on this Website may be used without the prior written consent of the owner. The Company retains all right, ownership, title and interest in all trademarks, trade names or service marks contained on the Website owned by the Company, whether or not the Company has registered for or has been granted any such protections under State and/or Federal law. You may not use any metatags or any other tags or text not openly visible on this Website which utilizes any name, trademark, service mark, or uses the name of any product or service offered by the Company without the Company’s prior written permission.
Compliance with Laws
You agree to comply with all applicable laws and regulations of the United States and the various states and any other laws, regulations or treaties which may govern this purchase or your use of the Services.
Subscription Services Term & Automatic Renewal (Recurring Billing)
The term of the License and your rights granted herein shall be for an initial term equal to the number of days corresponding to either your Basic or White Label Membership option (annual or monthly) chosen by You upon your check-out ("Term"). The Term shall begin on and including the day You sign-up to receive the Services, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to __ days ("Renewal Term"), unless this Agreement is canceled by You. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term.
Subscription Fees Automatic Renewal Payment Authorization
If You elect to continue using the Services under our paid SaaS subscription, You agree to pay the subscription fee corresponding to the license You have purchased as posted on our Website at the time of your purchase and at the time of any subsequent renewal term (“Fee”) for each subscription Term in order to access the Services for the duration of the Term.
Your credit card or other payment method You provide will be automatically charged in the applicable amount stated above immediately after the expiration of the Term and upon the expiration of each subsequent Renewal Term, unless otherwise stated in this Agreement. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL THIS AGREEMENT BEFORE THE END OF THE TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE FOR THE SUBSEQUENT RENEWAL TERM AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC, RECURRING BILLING BY US. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THESE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION.
You may terminate your subscription to the Services at any time and for any reason or for no reason by sending an email to firstname.lastname@example.org with the subject line "Cancellation." Include your stated desire to cancel in the body of your email and reference the Services. Upon receipt of your email, we will send You written confirmation that this Agreement and your right to use the Services has been terminated and, upon such termination, this Agreement will terminate and we will stop debiting your credit card or other payment method. In the event this Agreement is terminated, such termination shall be effective beginning at 12:00 a.m. EDT (GDT-8 hours) the day following the date You send email notice to us. Notwithstanding, If you fail to accept an update or amendment of this Agreement (as described in this Agreement), this Agreement shall automatically terminate. You will continue to be billed for the period for the then-current membership Term without any proration or refund and You will continue to have access to the Services until the expiration of the Term.
If you choose to terminate your subscription, the terms of this Agreement regarding any content you have uploaded remain applicable. Content stored on our Website may or may not be deleted or retired as a result of your termination. Data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures. We may terminate this Agreement at any time in our sole discretion and terminate your use and access of our Website by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website or Dashboard is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website and/or the Services. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us.
Authorization & Payment Terms
By providing your credit card or other payment information and submitting payment, You are hereby authorizing the Company to deduct the total price expressly stated on our website applicable to the license being purchased by You from such method of payment. You agree that the Company shall be authorized to charge your debit or credit card, or deduct the amounts from the bank account You provide, with all such amounts immediately after You have clicked the submit button or otherwise have authorized the payment.
Pricing & Typographical Errors
We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any memberships/subscriptions arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any description or information contained on this Website regarding the Services.
Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use the Site or the Services.
Taxes & Other Charges
Unless otherwise indicated and unless You provide us with a valid and correct tax exemption certificate applicable to your purchase of any products, You are responsible to pay any applicable sales (use) taxes or any other similar tax required to be paid by the state in which You reside or any custom duties or VAT taxes required to be paid by You due to any purchase from this Website. If we are required to collect any taxes at the point of sale, then all applicable taxes will be added to the purchase price and You agree to pay the same.
We will refund the entire new Basic or White Label license fee you have paid if you are unsatisfied with this product for any reason whatsoever. You must email us at email@example.com no later then midnight on the 30th day from the date of your purchase in order to request a refund. Please include the words “Refund Request” in the subject line. Upon receipt of your request and verification that your website(s) is/are not displaying any legal document you have generated using our services, or any portion of any document, then we will issue you a full refund. Refunds will be issued promptly and by the same method you used to purchase your membership initially.
In order to receive a refund, you agree that you will not at any time in perpetuity use any document you have generated using our services on any website you own, operate or control or any website of any client You provide any service on behalf of after your receipt of the refund by us. This includes using any part or separate portion of any document you have built using our services, or any derivative or compilation thereof. In other words, you also agree that you will not use any part of any of the documents you build as the basis of or as components of any other document you display on your website or as part of any other creative work or use for any other purpose. You also agree that you will continue to follow all other restrictions contained in the Terms of Service, which shall survive the termination of your membership and subsequent refund to you. We frequently monitor the Internet in an effort to preserve our intellectual property rights. You agree that your receipt of any refund by us and your subsequent violation of the terms of this policy shall give us the right to seek remedy from you for such violation and for a violation of our intellectual property rights. This may include seeking an injunction against your use of our documents or portions thereof, or an award of monetary relief in at least the amount of the initial membership fee that has been refunded to you. However, we reserve the right to seek any and all available remedies at law or equity and the right to request a monetary sum in compensation for any damages we may incur in excess of the membership fee that has been refunded.
ILA Support Services
In addition, support services will be made available to You by email through the "Support" page located in the on our Website. We will provide general and technical assistance regarding your access and use of the Services and creation of any Document you build specifically. You can initiate a support request by logging-on to our Website and sending an email request, as instructed on our Website.
Services Availability & Restrictions
We reserve the right to revise and discontinue the Services(s) at any time without notice to You (which may affect any information saved in any saved searches or your shopping cart). We also reserve the right, with or without prior notice to You, to: i) limit or discontinue the Services and otherwise limit access to the Services; or ii) bar any Website user from using the Services. We also reserve the right to deny access to and use of the Services and/or our Website to any country, jurisdiction, geographic region, or person at any time and for any reason whatsoever, including without limitation to comply with any applicable laws.
Down Time Disclaimer
While we strive to keep downtime to a minimum, from time to time the Site and the Services may be unavailable, whether due to periodic maintenance or otherwise. No downtime “credit”, refund or any other type of proration will be provided by us for downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Site at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information); (ii) any reason described in our section regarding Force Majeure; (iii) your inability to connect to or to access the Site or Services due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem; or (iv) any other reason. Downtime credit pursuant to this Section will not be issued in connection with any non-paid use including without limitation our initial free-trial period.
Children Online Protection Act Notification
THE SERVICES ARE BEING PROVIDED "AS IS" AND “WITH ALL FAULTS” AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY, RELIABILITY AND PERFORMANCE OF THE SAME. UNLESS OTHERWISE EXPRESSLY STATED ON THIS WEBSITE, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING YOUR USE OR THE PERFORMANCE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
MEMBERSHIP SERVICES DO NOT ESTABLISH AN ATTORNEY CLIENT RELATIONSHIP OR CONSTITUTE LEGAL ADVICE
ALL INFORMATION CONTAINED IN ANY MATERIALS INCLUDED IN CONNECTION WITH THE SERVICES ARE BEING MADE AVAILABLE FOR YOUR GENERAL USE AND IS BEING PROVIDED FOR INFORAMTION PURPOSES ONLY. NO INFORMATION CONTAINED IN ANY OF OUR MATERIALS SHOULD BE CONSTRUED BY YOU AS LEGAL ADVICE OR AS ESTABLISHING AN ATTORNEY/CLIENT RELATIONSHIP BETWEEN YOU AND THE COMPANY AND/OR PHIL NICOLOSI LAW, P.C. OR PHILIP A. NICOLOSI. NEITHER THE COMPANY, PHIL NICOLOSI LAW, P.C. AND/OR PHILIP A. NICOLOSI IS ACTING AS YOUR ATTORNEY BY VIRTUE OF YOUR PURCHASE AND USE OF OUR SERVICES ON THIS WEBSITE. YOU SHOUD NOT RELY ON ANY OF THE INFORMATION CONTAINED IN ANY OF THE MATERIALS BEING LICENSED TO YOU AS ANY TYPE OF LEGAL ADVICE. ANY REFERENCES TO TIPS, RECOMMENDATIONS, SUGGESTIONS OR STRATEGIES IS GENERAL IN NATURE AND BASED UPON GENERAL LEGAL INFORMATION AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. THE CONTENT AND SERVICES CONTAINED IN ANY OF THE MATERIALS BEING LICENSED FOR YOUR USE IS NOT MEANT TO REPLACE ACTUAL LEGAL SERVICES PROVIDED BY A LICENSED ATTORNEY WHO WOULD HAVE DIRECT KNOWLEDGE OF THE ISSUES, FACTS AND SPECIFIC CIRCUMSTANCES UNIQUE TO YOUR BUSINESS ACTIVITIES AND PRACTICES.
WEBSITE LEGAL DOCUMENTS MAY NOT COVER ALL APPLICABLE LAWS
WHILE THE LEGAL DOCUMENTS YOU GENERATE USING OUR SERVICES WILL BE CUSTOMIZED BY YOU AND OFFER A GREAT LEVEL OF SPECIFICITY FOR THE APPLICABLE WEBSITE THEY ARE USED IN CONNECTION WITH, WE DO NOT REPRESENT OR WARRANT THAT THEY WILL ADDRESS EVERY INTERNATIONAL, FEDERAL OR STATE LAW REGARDING YOUR BUSINESS AND/OR ONLINE ACTIVITIES AND PRACTICES, OR ADDRESS ALL POTENTIAL LIABILITIES OR OTHER LEGAL ISSUES THAT COULD ONLY BE IDENETIFIED BY AN ATTORNEY WITH ACTUAL KNOWLEDGE OF THE NATURE OF YOUR WEBSITE AND ONLINE ACTIVITIES. ADDITIONALLY, WHILE CONDUCTING E-COMMERCE OR OPERATING A WEBSITE GENERALLY IS INTERSTATE IN NATURE AND REGULATED BY FEDERAL LAWS, VARIOUS STATE LAWS MAY APPLY TO CERTAIN CONTRACTUAL PROVISIONS, SUCH AS WARRANTY DISCLAIMERS, VENUE AND CHOICE OF LAW PROVISIONS, ANY RESTRICTIVE COVENANTS, ETC. ANY AGREEMENT YOU BUILD USING OUR SERVICES MAY CONTAIN CLAUSES THAT MAY NOT BE APPLICABLE WITH THE LAWS OF CERTAIN JURISDICTIONS. PLEASE BE SURE TO CHECK WITH YOUR INTERNET ATTORNEY FOR MORE INFORMATION REGARDING ANY STATE SPECIFIC LAWS.
SPECIFIC WEBSITE & MOBILE APP DISCLAIMERS & DISCLOSURES MAY BE REQUIRED
SOME DOCUMENTS YOU GENERATE MAY NOT ADDRESS AT ALL OR MAY NOT CONTAIN DISCLAIMERS SPECIFIC ENOUGH TO FULLY NOTIFY THE WEBSITE USER OF THE ACTIVITIES OR WEBSITE CONTENT BEING DISCLAIMED BY THE OPERATORS IN COMPLIANCE WITH STATE, FEDERAL OR INTERNATIONAL LAWAS. In addition, no document any user builds using our Services will contain any specific disclosures that may be required to appear on a website or mobile app by the FTC (or other regulatory agencies) to qualify any product or services claims made on any website (through an endorsement, testimonial or directly by the site operators) that may otherwise be deceptive without such disclosures. OUR COMPLIANCE GUIDE (FTC WEBSITE ADVERTISING & DISCLOSURES COMPLIANCE GUIDE) IS MEANT TO ADDRESS ANY OTHER LANGUAGE THAT MAY BE REQUIRED OR RECOMMENDED TO BE INCLUDED ON THE WEBSITE NECESSARY TO QUALIFY ANY PRODUCT OR SERVICE CLAIMS (INCLUDING THROUGH TESTIMONIALS OR ENDORSEMENTS) OR TO INTRODUCE IMPORTANT INFORMATION THAT MAY AFFECT THE DECISION TO PURCHASE ANY PRODUCT OR SERVICE, OR TO DISCLAIM RESPONSIBILITY FOR CERTAIN WEBSITE CONTENT OR ACTIONS PERFORMED ON THE WEBSITE.
NO GUARANTEE OF COMPLETE WEBSITE/APP OPERATOR LIABILITY AVOIDANCE
YOU SHOUD NOT RELY ON ANY OF THE INFORMATION CONTAINED IN ANY OF THE MATERIALS BEING LICENSED TO YOU OR RELY ON USING OUR SERVICES BY WITHOUT MORE AS ANY TYPE OF GUARANTEE THAT YOU OR YOUR BUSINESS (OR YOUR CLIENT'S BUSINESS) WILL AVOID ANY SPECIFIC LEGAL LIABILITIES INCLUDING, BUT NOT LIMITED TO, ANY TYPE OF GUARANTEE THAT YOU WILL AVOID ANY CIVIL OR CRIMINAL LIABILITY OR THAT YOU WILL AVOID LOSING ANY PERSONAL OR BUSINESS ASSETS OR INTELLECTUAL PROPERTY.
DOCUMENT UPDATES NOT GUARANTEED
ADDITIONALLY, WE MAKE NO GUARANTEE OR REPRESENTATION OF ANY KIND AS TO HOW FREQUENTLY ANY OF THE SERVICES OR MATERIALS WILL BE UPDATED OR REVISED OR THAT ANY UPDATES OR REVISIONS WILL BE MADE TO ANY OF THE LEGAL DOCUMENTS YOU GENERATE. CHANGES IN THE LAW AND NEW REGULATORY ENFORCEMENT AND COURT DECISIONS WILL DICTATE HOW FREQUENTLY AND WHAT PORTIONS OF THE LEGAL DOCUMENTS MAY BE UPDATED. THERE MAY BE NO UPDATES DURING YOUR MEMBERSHIP PERIOD IF NO SIGNIFICANT CHANGES IN THE LAW OR NEW COURT OR REGULATORY DECISIONS ARISE AFFECTING ANY OF THE DOCUMENTS DURING THIS TIME. ANY UPDATES ALONG WITH THE APPLICABLE DATE OF ANY CHANGES WILL BE POSTED ON THE WEBSITE.
LIMITATION OF LIABILITY
CUSTOMER AGREES THAT THE COMPANY, ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS ITS SUCCESSORS AND/OR ASSIGNS, SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR PURCHASE OF ANY LICENSE TO USE ANY PRODUCT INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY OTHER DAMAGES. YOU AGREE THAT THE COMPANY’S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE PRICE OF THE PRODUCT PAID BY YOU. THE COMPANY SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY SUCH DAMAGE AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME.
Exceptions to Disclaimers & Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that the Company may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of the Company’s liability shall be as limited as allowed under any applicable laws.
Indemnification by You
You hereby agree to defend, indemnify and hold us, our officers, directors, employees, consultants, agents, representatives, joint venture or joint venture partners, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) your use of and access of our Website and use of the Services; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; (iv) any credit-card funded payments to us that are reversed, to the extent applicable or (v) your negligence or willful misconduct.
You hereby release us, our officers, directors, employees, agents and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with your use of the Services including from any transaction, event, occurrence, injury or other damage arising from or related to any SMS and/or MMS You send and any Content related to the same. If you are a California resident you hereby waive the application to you of California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.” If you are not a California resident, you hereby waive any applicable law that is similar to California Civil Code Section 1542.
If You are accepting these terms on behalf of another person or a company or other legal entity, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms of sale and otherwise have authority to enter into this Agreement.
B. Remedies & Attorney's Fees.
In the event of a violation of this Agreement, we shall have each and every remedy available at law or equity in order to address such breach by You. The selection of one remedy shall not preclude the subsequent selection of any other remedy by us as all remedies shall be non-cumulative. In the event any party brings an action to enforce any provisions of this Agreement, whether such action is at law, in equity, or otherwise, and such party prevails in such action, that party shall be entitled, in addition to any other rights or remedies available to it, to collect from the non-prevailing party the reasonable costs and expenses incurred in the investigation preceding such action and the bringing of such action, including but not limited to reasonable attorney fees and court costs. YOU AGREE THAT ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER THE ACTS OR OCCURRENCES SUPPORTING SUCH A CLAIM, WITHOUT TOLLING FOR A FAILURE TO DISCOVER SUCH ACT OR OCCURRENCE. IF YOU DO NOT FILE A CLAIM WITHIN THE REQUISITE ONE (1) YEAR PERIOD, THAT CLAIM(S) SHALL BE WAIVED AND RELEASED AND YOU SHALL BE FOREVER BARRED FROM ASSERTING THAT CLAIM(S).
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement
D. Venue & Choice of Law
ANY AND ALL CLAIMS, DEMANDS, CONTROVERSIES OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR YOUR USE OF THIS WEBSITE SHALL BE BROUGHT EXCLUSIVELY IN THE 17TH CIRCUIT JUDICIAL COURT SITUATED IN WINNEBAGO COUNTY, STATE OF ILLINOIS, AND YOU HEREBY EXPRESSLY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURT AND CONSENT TO EXTRA-TERRITORIAL SERVICE OF PROCESS. FURTHER, YOU WAIVE ANY RIGHT TO CHALLENGE THE SELECTION AND CHOICE OF JURISDICTION. THESE PROVISIONS OF THIS AGREEMENT ARE TO BE GOVERNED AND CONSTRUED IN ALL RESPECTS BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
The waiver by the Company of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
F. Entire Agreement
G. Force Majeure
Except for your payment of the purchase price or fees, neither party shall be liable for any delay or failure to perform to the extent caused by fire, flood, explosion, war, riot, embargo, labor disputes, compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities, terrorist attacks, acts of God or the public enemy, or any act or event of any nature reasonably beyond such party's control.
H. Prior Dealings
No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
I. No Joint Venture or Partnership
Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.