THESE TERMS AND CONDITIONS
(hereinafter “Terms and Conditions”) are effective as of the date they are posted at http://lawyermasterclass.com/terms-1/ by and between Esteemed Lawyers of America, LLC, a limited liability company organized under the laws of the state of Florida (“Company”), and Client, who has entered into a Services Agreement with Esteemed Lawyers of America, LLC (“Client”).
WHEREAS, Company creates campaigns for lawyers, social media marketing “how-to” education classes, group coaching calls, live training events, premier, customized, strategic marketing packages, and provides access to a private Facebook community for clients (hereinafter “Master Class + Coaching + Social Media Factory Package”);
WHEREAS, Client has purchased Master Class + Coaching Package + Social Media Factory Package from Company and has agreed to be bound by the terms outlined in the Services Agreement and these Terms and Conditions (hereinafter together referred to as “Agreement”);
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in these Terms and Conditions, the Services Agreement between the parties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
a. Performance. During the term of this Agreement, Company will provide Client with the Master Class + Coaching Package + Social Media Factory Package outlined in the Services Agreement. Company shall have sole discretion in the manner of producing and delivering the Master Class + Coaching Package + Social Media Factory Package to Client; provided, however, that Company shall be responsible for the performance of any subcontractor.
b. Accessibility. To access the social media marketing “how-to” education class, referred to hereinafter as (“Class”), you may be asked to provide certain registration details or other information. These details and information are for your use only. It is a condition of your use of the Class that all the information you provide will be correct, current, and complete and will not be shared with third parties. If the Company believes the information you provide is not correct, current, or complete, or has been shared with third parties, the Company has the right to refuse you access to the Class. You may use the Class for purposes expressly permitted by Esteemed Lawyers of America, LLC. You may not use the Class for any other purpose, including any commercial purpose, without Company’s express prior written consent.
c. Delivery of Content and Other Information to Company. Client will provide to Company, in any mutually agreeable electronic format, the Client-provided content and other information necessary for Company to deliver the Master Class + Coaching Package + Social Media Factory Package outlined in the Services Agreement. Client’s delivery of necessary content and/or information will be made within a commercially reasonable period, such that the development and release of Master Class + Coaching Package + Social Media Factory Package is not unreasonably delayed. Company will notify Client if Client’s actions may be preventing Company from the development, programming, and release of a product or service as outlined in the Services Agreement. If, after being notified by Company, Client’s actions continue to prevent Company from the development, programming, and release of a product or service, Company may elect, in its sole discretion, to suspend or terminate the affected product or service as provided in section 4.
d. Client-Provided Content, Licenses, and Permissions. Client shall obtain all licenses and permissions needed to provide and use the Client-provided content and information. Client warrants that all information provided by Client in connection with Client’s chosen Master Class + Coaching Package + Social Media Factory Package is the sole and exclusive property of Client, including but not limited to, any mark, copyright, or other intellectual property contained within the content that Client provides to Company for purposes of this Agreement, and that no other person or entity has or shall have any claim of ownership with respect to the intellectual property whatsoever and does not infringe upon any rights owned or possessed by any third party.
e. Content Review. Client understands and agrees that Client is solely responsible for reviewing Client’s content on any services provided by Company. It is Client’s responsibility to notify Company of any changes to content that are required to comply with any rules that apply to Client’s business prior to company delivering the DFY social media marketing campaign to be wholly managed by Client. Client agrees and acknowledges that Client is solely responsible for complying with the advertising rules, rules of professional conduct, and any other rules that may apply to Client’s business in the course of the performance of this Agreement, and after the DFY social media marketing campaign is delivered to the Client to be wholly managed by Client.
b. Intellectual Property Rights. Company grants to Client a limited, non-exclusive, non-transferable license to use the Master Class + Coaching Package + Social Media Factory Package subject to Client’s compliance with these Terms and Conditions. Except as otherwise provided, all rights, title and interest in and to all, (i) registered and unregistered trademarks, service marks, and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights, or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Company Master Class + Coaching Package + Social Media Factory Packages identified herein (“Intellectual Property Rights”) are owned by Company or its licensors, and Client agrees to make no claim of interest in or ownership of any such Intellectual Property Rights. Client acknowledges that no title to the Intellectual Property Rights has been transferred by Company to Client, and that Client has not obtained any rights, express or implied, in the Company or its licensors’ service, other than the rights expressly granted in this Agreement.
c. Infringement. Client specifically agrees not to do anything that may in any way infringe upon or undermine Company’s rights, title, or interest in the Master Class + Coaching Package + Social Media Factory Package provided. This includes, but is not limited to, any sale, transfer, or gift of the whole or of any part of any item, data, or anything whatsoever that Company owns. Client fully understands that Company may reproduce, reuse, develop, and use in any other way anything within Company’s ownership.
3. Payment Terms.
a. Payment. Client agrees to pay Company in accordance with the payment terms outlined in the Services Agreement.
b. Credit Card Payments. Company participates in account update services from third party vendors. As part of this program, Company may be notified of updates to credit card expiration date(s) and/or card number(s). If Client is affected by these updates, its services will be automatically renewed as scheduled.
c. Late Fee. Client will be charged a late fee up to the maximum legal interest rate on any past due balance if full payment of any charges is not made when due.
4. Term and Termination.
a. Term. The effective date and term of this Agreement is outlined in the Services Agreement.
b. Termination. Company may terminate this Agreement or terminate services under this Agreement if Company has reason to believe that Client is attempting to compete with, disparage, or defame Company; expose Company to legal liability; act in a manner reasonably likely to harm Company’s business interests; or if Company notifies Client of a material breach, including a past due balance, and Client fails to cure the breach within thirty (30) days.
c. Obligations Upon Termination. Upon termination of this Agreement, Client shall pay all due and outstanding charges; and cease and desist from using company content not specifically licensed by Company to Client pursuant to this Agreement.
5. On-going Support. On-going support for the Master Class + Coaching Package + Social Media Factory Package is outlined in the Services Agreement. Client agrees that Master Class + Coaching Package + Social Media Factory Package is designed as a DFY package and Company only will provide on-going support as outlined in the Services Agreement.
6. Limits on Liability. Company works hard to provide the best services and products. Products, however, are provided “as is,” and Company makes no guarantees that they will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the extent permitted by law, Company DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIENT AGREES THAT COMPANY’S ENTIRE LIABILITY, AND CLIENT’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY SERVICE(S) OR PRODUCT(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT CLIENT PAID FOR SUCH SERVICE(S) AND/OR PRODUCT(S) DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL COMPANY, ITS LICENSORS, AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SOCIAL MARKETING ADVICE, INSTRUCTION, COMMENTS, OR ANY OTHER INFORMATION AS PART OF GROUP COACHING CALLS AND/OR PRIVATE FACEBOOK COMMUNITY CREATED BY COMPANY) BE LIABLE FOR ANY LOST PROFITS, REVENUES, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN COMPANY LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. FURTHER, IT IS CLIENT’S SOLE RESPONSIBILITY TO ENSURE CLIENT’S WEBSITE IS ADA ACCESSIBLE AND TESTED FOR COMPLIANCE WITH WCAG 2.0 AA OR OTHER ACCESSIBILITY REGULATIONS AS REQUIRED BY LAW. COMPANY DOES NOT GUARANTEE WCAG 2.0 AA COMPLIANCE. CLIENT AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, INVESTIGATIONS, ACTIONS, SUITS, AND PROCEEDINGS BY ANY THIRD PARTY AND ALL RESULTING LIABILITIES AND OBLIGATIONS INCLUDING DAMAGES, ADMINISTRATIVE MONETARY PENALTIES, FINANCIAL SANCTIONS, SETTLEMENT PAYMENTS, AND EXPENSES AND COSTS, INCLUDING LAWYER FEES.
7. No Waiver. Company shall not be deemed to have waived any breach by Client of any of the provisions of this Agreement by mere lapse of time, by not giving notice, or by not taking other action. Further, the waiver by Company of a particular breach of this Agreement by Client shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or any other provision of this Agreement.
8. Not Transferable. Except as otherwise provided, Client’s rights under this Agreement are not assignable or transferable. Any attempt by Client’s creditors to obtain an interest in Client’s rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement void at the option of Company. Client agrees not to reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes any of Company’s products or services under this Agreement without Company’s prior written consent.
9. Force Majeure. Company shall not be held liable if failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond Company’s reasonable control, including acts of God, civil commotion, terrorism, strikes, labor disputes, and governmental demands or requirements.
10. Publicity. Client agrees that Company may list Client as a Customer of Company in press materials and may also display Client’s corporate logo to market Company services.
11. Amendment. Client agrees that Company may amend these Terms and Conditions at any time and any amendments will become binding upon Client.
12. Governing Law/Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Further, the parties agree to the jurisdiction of the courts in the Middle District of Florida over any dispute or interpretation relating directly or indirectly to this Agreement.
13. Severability. Any provision of this Agreement which is held to be illegal or unenforceable shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.