LICENSE AGREEMENT FOR USE OF OUR DOCUMENTS

LICENSE AGREEMENT FOR USE OF OUR DOCUMENTS

 This License Agreement is applicable to all of the Documents and Document Packages that are downloaded from our site.  You are deemed to have read, understood and accepted the terms of this License Agreement when you purchase and download document packages through our web site.

The parties to this Agreement are that party purchasing and downloading documents through our web site (defined herein as “YOU”) and DIGILAW PUBLISHING, INC., a Florida corporation (herein designated as “DIGILAW”).

We are not attorneys.  We are a publishing company.  We cannot represent you in any specific legal matter.  We can only sell you our document package in generic form, much like you may purchase a book from a book store that includes form documents.  Our documents are of a general nature and may not address your specific transaction or relationship nor are we qualified or legally permitted to do so.

WE STRONGLY RECOMMEND THAT YOU SEEK THE AID AND ADVICE OF AN ATTORNEY PRIOR TO MAKING ANY OF THE DOCUMENTS CONTAINED IN OUR DOCUMENT PACKAGE A BINDING AGREEMENT.  ONLY AN ATTORNEY VERSED IN INTERNET RELATED LEGAL ISSUES CAN GIVE YOU THE LEGAL ADVICCE THAT YOUR BUSINESS REQUIRES.  USING OUR DOCUMENTS IS NO REPLACEMENT FOR COMPETENT LEGAL ADVICE.

ALL DOCUMENTS AND DOCUMENT PACKAGES OFFERED ON THIS SITE ARE THE PROPERTY OF DIGILAW.  DIGILAW CLAIMS ALL COPYRIGHTS AND OTHER PROPRIETARY RIGHTS IN AND TO SUCH DOCUMENTS, AS WELL AS ALL OTHER MATERIALS CONTAINED ON THIS WEB SITE.  DIGILAW IS THE TRADEMARK OF DIGILAW PUBLISHING, INC.

BY PURCHASING AND DOWNLOADING THE DOCUMENTS AND/OR DOCUMENT PACKAGE, YOU ARE GIVEN A LICENSE TO USE SUCH DOCUMENTS AND/OR DOCUMENT PACKAGES FOR YOUR OWN USE AND SUBJECT TO THE TERMS, CONDITIONS, LIMITATIONS, REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

WE ARE NOT WILLING TO PROCEED OR OFFER OUR DOCUMENTS OR DOCUMENT PACKAGES FOR SALE TO YOU UNLESS THE TERMS OF THIS LICENSE AGREEMENT ARE ACEPTABLE TO YOU.

1.                LIMITED LICENSE.  Upon purchase of our Documents or Document Packages, YOU are given a limited license to use such Documents only for your own purposes.  Only the individual or entity that purchases the Documents as indicated by the online purchase order that you fill out when ordering the Documents will have the licenses to use the purchased Documents.  Use by any other person, company, corporation, limited liability company, trust, or other separate legal entity will require a separate license.  This includes companies that may be affiliated to YOU by ownership or otherwise.

2.                Upon payment in full of the purchase price and downloading the Documents, YOU are permitted to do only the following:

a.    YOU may use the form documents in transactions and agreements in which YOU are one of the parties.  You may have your attorney review, comment and modify the form agreements to fit your particular needs and YOU are encouraged to obtain competent legal counsel to advise you on the use of the Documents and the contractual relationship that you are establishing using our documents.

b.    YOU may modify the Documents to fit your own needs and the contractual relationship you are entering.

c.    YOU may not distribute, publish, offer for sale, license or sublicense, give or disclose to any other party, in hard copy or digital form, except as specifically permitted below.

d.    If YOU are an attorney purchasing our Document package, you may modify the Documents and use them only for preparing agreements for your immediate clients with whom you have an attorney-client relationship.  Our attorney license is only for one individual attorney use.  As such, only YOU can use the Documents.  Others within your law firm cannot use the Documents unless you obtain a LAW FIRM LICENSE.  Contact us for terms of a LAW FIRM LICENSE.

e.    You may transmit copies of Documents in hard copy only (not in computer file form) to other individuals within your company who have a need to know and to other parties to the agreement or with whom you are negotiating an agreement.  These parties, and your attorney, may modify and make suggested changes to the Documents as part of the normal negotiation process and as for your attorney, as part of the representation of you in a bona fide attorney-client relationship.

f.    You may disclose the final executed Documents reflecting a consummated transaction or executed agreement to the SEC where necessary as part of a required securities law filing and to other governmental agencies as part of a required filing.

g.    All hard copies of the Documents shall display our copyright notice.  You will not remove our copyright notices from the pages of the Documents.

h.    Documents that are meant for posting as a part of your web site, such as Online Licenses, Privacy Statements, Affiliate Program Agreements, Linking Agreements and the like, may be posted on your web site in one location.  All such postings shall include our copyright notice and a link to our web site, which are included on these documents and may not be removed by you.

i.    Documents that are meant to be distributed along with computer software or other product deliverables may be included in the packaging and shipment of such product (one copy only) and may also be displayed in your documentation booklet.  One copy may also be included in a “read me” or “help file” or other similar digital form; provided that such items include our copyright notice and a link to our web site.

j.    You may not digitally transmit the Documents through Email, FTP, online discussions, list-serve, newsgroups, bulletin boards, or any other mode of digital communication.

3.                We reserve all rights not specifically granted to YOU above.  The license granted above will be narrowly construed in our favor.  We will have the right to proceed against you in the event that you infringe against our rights.  Any use not within the precise scope of the license set forth above will be considered an infringement.  In the event of infringement, we reserve the right to proceed with any legal remedy available to us, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

4.                WE MAKE NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT OF OUR DOCUMENTS AND YOUR USE OF THE DOCUMENTS, OR THE SUITABILITY OF OUR DOCUMENTS TO MEET YOUR SPECIFIC NEEDS.  YOU ARE STRONGLY URGED TO OBTAIN COMPETENT LEGAL COUNSEL TO REVIEW THE DOCUMENTS YOU CREATE USING OUR DOCUMENTS AND TO ADVISE YOU ON THE OVERALL STRUCTURE OF YOUR BUSINESS AND ANY TRANSACTION IN WHICH YOU INTEND TO ENGAGE.

5.                YOU ACCEPT OUR DOCUMENT PACKAGE “AS IS” AND WITH ALL FAULTS.  WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPIED, INCLUDING BUT NOT LIMMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.                WE ARE NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.  THE MAXIMUM DAMAGES RECOVERABLE AGAINST US IN ANY EVENT SHALL BE THE PURCHASE PRICE FOR THE DOCUMENTS.

7.                OUR COMPANY DOES NOT GIVE LEGAL ADVICE.  ONLY A COMPETENT LEGAL PROFESSIONAL, DULY LICENSED IN YOUR LOCALITY, IS AUTHORIZED TO ADVISE YOU ON LEGAL MATTERS.  ARE DOCUMENTS ARE NOT INTENDED TO BE “READY TO GO.”  THEY ARE NOT A REPLACEMENT FOR LEGAL REVIEW AND ADVICE. 

8.                AS A CONDITION OF THE LICENSE GRANTED HEREIN, YOU REPRESENT, WARRANT, AND COVENANT TO US THAT YOU WILL NOT USE ANY OF OUR DOCUMENT FORMS WITHOUT OBTAINED LEGAL REVIEW AND ADVICE FROM A LICENSED ATTORENY IN YOUR JURISDICTION.

9.                OUR DOCUMENTS ARE DETAILED, BUT GENERIC IN FORM.  THERE MAY BE LAWS APPLICABLE IN YOUR STATE THAT NEED TO BE ADDRESSED IN ANY FINAL DOCUMENT.

10.            OUR DOCUMENTS ARE DRAFTED UNDER UNITED STATES LAW.  INTERNATIONAL USERS MUST OBTAIN LEGAL ADVICE ON THE SUITABILITY OF THESE DOCUMENTS AND ANY OTHER PROVISIONS THAT MUST BE ADDED TO THESE DOCUMENTS.

11.            YOU agree that any legal action relative to this Agreement must be in Pinellas County, Florida.  As a condition of this License, we do not agree or consent to jurisdiction anywhere except Pinellas County, Florida.  You agree that our system operates only in the above referenced county. All operations, services, deliveries, purchases, contracts and contacts shall be deemed to have taken place in Pinellas County, Florida, regardless of the fact that YOU may be located elsewhere.

12.            The license granted herein shall be activated upon your payment of the full purchase price for our Documents.  Any license granted herein shall remain in effect perpetually, but shall terminate upon your use of said Documents beyond the scope licensed herein or upon your violation of any term or condition hereof.  All protections with which we are provided under this Agreement shall survive the termination of your license to use the Documents.

13.            you acknowledge and agree that our damages in the event of your violation of this Agreement will be substantial, and that we will suffer irreparable harm in such event.  As such, we shall have the right to obtain equitable remedies, including but not limited to an injunction.

14.            We make no warranties with respect to our Documents as described in more detail above and as such, there should be little if any reason for you to have reason to bring any grievance against us.  However, is you do bring any action, claim, suit, threat or demand against us, and you do not substantially prevail, you shall pay us our entire attorney fees and costs of such action.  In the same token, if we are forced to take legal action to enforce this Agreement or any of our rights described herein or under any state or federal law, you will pay us our attorney fees and costs.

15.            you agree that any notice to be sent to you, including but not limited to any legal notices and court-related notices, shall be sent to you via Email at the Email address that you designate when you purchase our Documents.  Any notices to us must be by certified mail, return receipt requested, at the address set forth in the Document package that you purchase from us.

16.            RESTRICTED RIGHTS LEGEND FOR GOVERNMENTAL USE. Any Software, Documents, or other information that is downloaded through accessing this web site for or  on behalf of the United States of America, its agencies and/or instrumentalities ("U.S.  Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1)  and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as  applicable. 

17.            YOU agree not to violate any import-export laws of the United States or any other jurisdiction concerning any technology accessed or found through our web site.  Transfer of technology across national borders is governed by U.S. export laws.

18.            This Agreement reflects our entire understanding and agreement with respect to the subject matter hereof and all other communications, representations, warranties, offers or otherwise, whether oral or in written form, are superseded hereby and merged herein.

19.            We reserve the right to unilaterally amend any offers, pricing terms or other matters pertain to the Documents or our web site.  For all other matters, any amendments to this Agreement must be in writing and signed by both parties.  No course of dealing or trade usage shall be deemed to amend the terms of this Agreement.

20.            YOUR acceptance of the terms of this Document electronically, by taking the affirmative act of clicking on any acceptance button and by purchasing our products, shall be deemed to be your signature to this Agreement to the same extent as if your written signature was contained hereon.  Our waiver of any breach of this Agreement shall not constitute an amendment to this Agreement or our waiver of subsequent breaches hereof.  If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.  Additionally, any provision that is deemed to be unenforceable or invalid shall be interpreted to the maximum extent of enforceability.

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