Contracts.net Terms of Service Agreement
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, SECTION 20, AND A WAIVER OF CLASS ACTION, SECTION 21.
Parties; Effective Date. Welcome to Contracts.net. This Terms of Service Agreement (“TOS’ or “Agreement”) is a legally binding contract between the individual/entity accepting the Agreement (“Customer”) and Contracts Dot Net LLC, 1901 Avenue of the Stars, Los Angeles California USA 90067 (“Contracts.net”). It is effective on the date accepted by Customer, below.
Purpose of Agreement; Disclaimer. Contracts.net desires to educate individuals about standard business documents and to provide sample templates and forms (“Forms”) as a tool for Customer’s business. Contracts.net is not a law firm and does not provide legal advice or other legal services. Contracts.net does not fill out these Forms for a Customer and does not answer questions about the substance of the Forms. It makes available the Forms to its Customers through its Contracts.net software platform as described here (“Services”). This Agreement does not create an attorney-client relationship and any information provided by Customer to Contracts.net is not privileged under the laws applicable to attorney-client relationships. Neither the Forms nor the Services are a substitute for legal advice. Contracts.net does not guarantee the accuracy of the information in the Forms; the laws applicable to business transactions vary state to state, are subject to interpretation, and are subject to amendment. Any “review” of the Form with information provided by Customer is for purposes related to the review process of word processing software; namely, spelling, portions left blank, and the like. Contracts.net does not analyze, provide legal opinions, provide legal recommendations, select Forms on behalf of a Customer, or provide legal counseling. Customer may review these Forms with their business, accounting, tax, and legal advisors and may adapt the Forms as desired.
Term. The term of this Agreement (“Term”) commences on the date of Acceptance until Customer elects to stop using the Contracts.net software platform, or until Contracts.net terminates Customer access to the Services, whichever comes first.
Two Options For Purchase of Forms.
Single Purchases of Forms: (non-subscription). Customer will select the Forms it desires to purchase, the Services will place those Forms in Customer’s “cart,” Customer will pay Contracts.net for those particular Forms via credit card, and after payment is successfully processed Customer will be able to download the purchased Forms to Customer’s computer. See further detail of this method of purchase here.
Subscription. If Customer elects a subscription method of access to the Forms, as described here, it shall establish an account. Subscriber is responsible for its account, the accuracy of all information uploaded to its account, and all activities occurring in connection with use of the account. Subscriber represents and warrants to Contracts.net (1) Customer or its authorized representatives will be the only persons accessing the Services; (2) it shall keep passwords secure and shall notify Contracts.net of any suspected breach of security or unauthorized use of its account; (3) the person signing this Agreement has the actual authority to bind the Customer to its terms and conditions and to authorize payments of Fees; (4) it shall not assign or transfer the account to a third party; and (5) it authorizes Contracts.net to charge its credit card or other financial payment provider until Customer has cancelled its account.
Trial Period. Customers who elect a subscription will have a trial period to use the Service. After the expiration of the trial period of seven (7) calendar days (Pacific Time Zone, USA), the subscription commences at the then-current subscription rate. See here for description of the trial period. Customer authorizes Contracts.net to charge its credit card/other financial payment provider every month for continued access to Forms until Customer terminates its subscription.
Use of Forms. Contracts.net authorizes Customer to copy and adapt the purchased Forms for use by Customer in its business transactions without further payment to Contracts.net. Customer shall not otherwise copy, adapt, distribute, post, publicly display, or otherwise exploit the Forms. By way of example, Customer shall not resell or give away the Forms as a product or service of Customer, either in their current format or adapted by Customer. Customer shall not publicly post copies of the Form (in its current format or as adapted by Customer). Customer shall not use the services of third parties to accomplish what is prohibited by this Agreement.
Limited Representation and Warranty. Contracts.net represents and warrants only that it is duly formed and has the right to provide these Forms to Customer.
AS-IS Warranty for Forms. CONTRACTS.NET PROVIDES, AND CUSTOMER ACCEPTS, THE FORMS “AS IS,” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Contracts.net does not warrant that the Forms will meet Customer’s specific requirements, the requirements of Customer’s particular industry, will be error-free, will be accurate or complete, will be valid if sought to be enforced, or will comply with the laws of any jurisdiction.
Sole and Exclusive Remedy. If Customer is not satisfied with the Form offered by Contracts.net through the Services, its sole remedy is to not purchase the Form and to not use the Form. If Customer has selected a subscription method of access to Forms, it has the right to terminate its subscription; in such case, Contracts.net will not charge Customer further after receipt of the notice of termination. The foregoing is the sole and exclusive remedy available to Customer if it is not satisfied with any Form and is in lieu of all other remedies by contract, by law, and at equity.
Fees. Customer shall pay the fees identified by Contracts.net at the point of purchase of the Forms and at the time of purchase. Fees shall be paid by credit card or other electronic transaction offered through the Services, such as PayPal and Apple Pay. Customer hereby authorizes Contracts.net to charge its credit card or other electronic financial transaction service provider for the Fees applicable to the purchases of Forms.
Intellectual Property Rights. Contracts.net retains ownership of all intellectual property rights in the Forms and the Services and nothing in this Agreement transfers such ownership to Customer. Without limitation, Contracts.net owns the software and content of the web site constituting the Services, including copyrights, trade secrets, trademarks, patents, and “know-how.” Contracts.net stipulates that it does not own content generated by Customer in connection with its use of the Services.
Integrity of the Services. Customer shall not take any action to interfere with the operation of the software at the site comprising the Services. Customer shall not copy or attempt to copy its underlying technology; upload other computer programs to the site where the Software is hosted (“Site”); use any automated software (crawlers, robots, bots, spiders, extractors, or the like) at the Site; circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site.
Contracts.net Use of Certain Data. Contracts.net may use information it collects from use of the Services by Customers and activity at the Site for all purposes permitted by this Agreement and by applicable law. By way of example, Contracts.net may use such information to (a) investigate and verify proper conduct at the Site and monitor the security and integrity of the Site; (b) respond to requests from Customer and from government agencies; (c) respond to service of legal process (such as a court order, summons, subpoena, and the like); (d) improve the Software; and (e) conduct research.
Access; Uptime. Contracts.net agrees to use reasonable measures to support the operation of the Site. The Site will occasionally be down (and the Forms inaccessible) for testing, upgrading, and maintenance. Contracts.net does not represent that the Site will always be accessible. Customer is encouraged to download and backup copies of the Forms purchased by Customer.
Limitations of Liability for Damages. Regardless of the form of action or theory of recovery, in no event shall Contracts.net be liable to Customer in connection with this Agreement, for any indirect, special, exemplary, consequential, incidental or punitive damages (even if Contracts.net is aware of the possibility of such damages); lost profits, lost revenue, lost business expectancy, business interruption losses, or loss of data; and/or direct damages in an amount in excess of the Fees paid by Customer for the Form that is the subject of the claim, and/or an amount in excess of the Fees paid by Customer to Contracts.net in the thirty (30) days preceding the claim for damages.
Entire Agreement. This Agreement includes the terms located at the referenced URLs, all of which are incorporated by reference. This Agreement replaces any prior or contemporaneous writings or oral communications. This Agreement may be updated by Contracts.net from time to time and those modifications are incorporated as the Agreement. Customer will be notified of such updates when it logs on or accesses the Site.
Termination of Services; Termination of Agreement. In the event of a material breach, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, Contracts.net may suspend, limit, or terminate Customer access to the Services/Site, and shall use reasonable efforts to provide prior notice to a Customer. All provisions of this Agreement regarding intellectual property ownership, disclaimer of warranties, and limitations of liability, shall survive termination of this Agreement.
The Site and Software are Deemed Located in and Delivered from Los Angeles, California. This Agreement is entered into, performed in, and based in Los Angeles (Los Angeles County), California, USA and shall be governed by the laws of the State of California. The Site does not give rise to personal jurisdiction over Contracts.net, either specific or general, in jurisdictions other than the United States District Court for the Central District of California and the State courts of California, Los Angeles County.
Dispute Resolution. The parties shall attempt to resolve any disputes through good faith business negotiations. Any dispute that cannot be resolved through good faith business negotiations shall be submitted to facilitative mediation, which may be conducted online https://www.adrtimes.com/judicial-arbitration-and-mediation-services/. Facilitative mediation shall be a condition precedent to arbitration and litigation.
Except as set forth below, any dispute not resolved through good faith business negotiations or facilitative mediation all disputes or claims arising out of or relating to this Agreement shall be settled by arbitration, to be conducted by a single arbitrator in Los Angeles, California, by and in accordance with the then effective commercial rules of the American Arbitration Association or JAMS or similar professional dispute resolution provider; provided that the arbitrator shall not have authority to issue injunctions against Contracts.net. A party making a demand for arbitration shall provide the other party a detail, clear, written statement as to the conduct constituting a breach of the Agreement and the documents in its possession that support such breach. The demand shall be sent by email and by courier, such as FedEx, DHL, or personal delivery. The party receiving the demand shall acknowledge receipt in writing. Within ten (10) calendar days, the parties shall confer to coordinate the next steps, including the process for notifying the dispute resolution provider. Each party shall bear its own costs of dispute resolution provided that the arbitrators shall have authority to award attorneys’ fees in accordance with application law and shall be included in any award rendered by the arbitrator. Discovery shall be limited to ten (10) document requests, ten (10) interrogatories (including subparts), and three (3) depositions. Judgment upon the award may be entered in any court having jurisdiction thereof.
Nothing in this Section or Agreement shall limit the right of Contracts.net to bring an action in federal or state court for claims against Customer relating to copyright, trade secrets, trademark, or other intellectual property rights; privacy, computer fraud and abuse, or other misconduct at the Site. Such legal proceedings, if any, shall be initiated and maintained only in Los Angeles County, California, or in the U.S. District Court for the Central District of California, and are not subject to good faith negotiations or facilitative mediation. The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens. The parties hereby waive their right to a trial by jury and stipulate to a bench trial.
The parties agree to the consolidation of arbitrations/lawsuits if brought by different customers where such arbitrations/lawsuits relate to the same general subject matter of this Agreement.
Notwithstanding the terms of Section (a), above, a party may bring a claim in small claims court where the claim seeks only money damages and where the demand is for Ten Thousand Dollars (U.S. $10,000) or the jurisdictional amount of the small claims court, whichever is less. If desired by Customer and if agreed to by the court, the matter shall be decided by legal briefs and affidavits and not by in-person hearings or trials.
Waiver of Class Action Dispute Resolution. Whether disputes are resolved in court or by arbitration, Customer hereby waives any right to bring, or participate as a member in, a class action lawsuit against Contracts.net.
No Implied Waiver. No waiver by either party shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Contracts.net.
Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.
Assignment. Contracts.net may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party who agrees to be bound by its terms. Customer may assign or transfer its account and this Agreement with the prior, written consent of Contracts.net, which shall not be unreasonably withheld. Contracts.net contact information is below:
Contracts Dot Net LLC 1901 Avenue of the Stars Los Angeles, California 90067
Customer support telephone: (855) 758-0560
Customer support email: firstname.lastname@example.org
All other communications: email@example.com
Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, attacks on technology infrastructure, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; pandemic; or any other cause not within the control of such party whose performance is delayed.
Disclaimer of Certain Laws. The parties hereby disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods.