Contract Collective Terms of Service
Last Updated: 5-14-21
Beta Version Terms
Contract Collective is currently in a beta version. During the beta period, the Site will operate as an invitation-only shared collective of legal forms and resources for attorneys. Prospective users must contribute two approved Documents to the collective and in return, will receive access to the other Documents available in the Site. In this manner, we hope to grow the content in the Site prior to full launch. You may request to register for the Site during the beta period by (i) completing the normal registration process and (ii) sending an email to support@contractcollective.com with your request to join along with a submission of two Documents for evaluation. We will evaluate the forms based on their quality and contribution to the collective body of Documents on the Site. Our evaluation and approval of a Document during the beta period does not create any specific endorsement or representation or warranty about the Document. If we accept your registration request and the Documents, then your registration will be approved and you must submit the approved Documents to the Site under your Registered User account. If you do not submit them, then we will submit them. Once approved, you will have access to all other Documents on the Site as though you had purchased a license for them as described below. Conversely, for any Documents you submit during the beta period, you grant a license to all other Registered Users to your submitted Documents as though you had sold a license to them as described below. Of course, you are free and encouraged to submit additional Documents to the Site during the beta period. We will notify you in advance (at your email address you have provided to us) when we have identified the end of the beta period. Our current plan is to eventually convert the Site to a marketplace where Registered Users may buy and sell licenses for Documents from each other. At that point, you may begin to charge a fee for licenses for your Documents, your access to other Documents (other than those that continue to be free) will end, and the Terms of Service without these beta version terms will apply. If at that time, you do not wish to continue to participate in the Site, you may cease offering of your Documents or cancel your account. During the beta period, all Terms of Service will apply except as expressly modified by these beta version terms in this section.
Binding Agreement
The following terms and conditions (these "Terms of Service") govern your use of the website at www.contractcollective.com (the "Site"), operated by Contract Collective (“Contract Collective,” “we” or “us”) including all Content, functionality and services offered on or through the Site. By visiting or using the Site, you agree to be bound by these Terms of Service. If you do not agree to, or if you violate, these Terms of Service, you are not permitted to use or access the Site.
We reserve the right at our sole discretion to modify these Terms of Service from time to time. We will notify you of changes to these Terms of Service by contacting you at the email address or other contact information you have registered with the Site or through notifications posted on the Site or both. Any use of the Site or Service after such notification constitutes your acceptance of the Terms of Service as revised.
Overview of the Service
The Service is an Internet-based service through which licensed attorneys may submit and offer for sale (via a license) their contract templates, guides, checklists, and other digital document-based legal materials and resources (each, a “Document”) to other licensed attorneys. Non-registered persons may visit public-facing portions of the Site such as the home page, may perform searches for Documents, and may view Content accessible on the description pages for Documents. However only Registered Users of the Site may actually submit, offer, and license Documents to other Registered Users, purchase licenses for Documents, create profiles, submit comments, and otherwise use portions of the Site that require login. To register, you must be an attorney who is or has been licensed to practice law in the United States. The Site does not own or resell Documents, but rather, for a fee, facilitates licensing of Documents between attorneys in accordance with these Terms of Service.
Eligibility to Use Site
To use this Site, you must be at least 18 years of age and not prohibited from using the Site or Service by any applicable law or regulation or by these Terms of Service.
To be a Registered User of this Site, in addition to the above, you must also be a U.S. resident and an attorney who is or has been licensed to practice law in at least one state in the United States or in Washington, D.C. When registering, you must provide reasonable evidence of your status as an attorney by entering your bar or license number and uploading a jpg or pdf file showing other reasonable evidence of your status as a licensed attorney. Satisfactory evidence may include a photo or scan of your valid state bar card, a photo of your certificate of admission to a state bar or law school diploma, or an image of your business card presenting you as an attorney that matches payment and other information submitted by you. We may waive any or all of these proof requirements where we are satisfied of your eligibility, but such waiver does not prohibit us from latter requiring proof where eligibility concerns arise. We reserve the right to select which evidence we deem satisfactory and to reject any registration for any reason in our sole discretion, including if we deem your evidence of eligibility, even those indicated above, to be false or otherwise inadequate. We also reserve the right to revoke your registration at any time, including if we find evidence that you are in fact or have become ineligible to use the Site – for example, if your credit card payment name does not match your registered name or that of your law firm.
No Guarantee that All Registered Users Are Licensed Attorneys
We require that Registered Users be licensed attorneys so that Registered Users offering their Documents have greater confidence that the purchaser of their Document license has or should have the capacity to evaluate and adapt the Document to the purchaser’s own needs, to identify and address any errors or inadequacies in the Document, and to accept the risk of relying on the substance of the Document. Your status as an eligible licensed attorney constitutes your representation that you have the capacity to evaluate the adequacy of Documents you purchase for your needs and to accept your risk of relying on the substance of the Document. That said, it is not practical for us to definitively prove that each Registered User is in fact an eligible attorney. We may accept circumstantial evidence of eligibility and we may inadvertently approve registrations of Users who are not in fact licensed attorneys and eligible to use the Site. We are attempting to balance proof of licensure with ease of registering for the Site. We cannot and do not guarantee that all users of this Site are in fact attorneys and therefore it is possible that you might offer and license your Document to a non-attorney. Conversely, any Registered User who falsely claims status as an eligible attorney in registering with the Site has materially violated these Terms of Service and assumes all risk of use of a Document they obtain through the Site including resulting from their lack of legal knowledge and experience.
Definitions
“Content” means information generated or encountered through use of the Service or the Site, including text, images, audio, comments, data and other files including Documents, whether originating from the Site, from you, or from other Users of the Site.
“Purchaser” means a Registered User of the Site who purchases a license for Document through the Site.
“Seller” means a Registered User of the Site who submits, offers, or licenses a Document to one or more other Registered Users through the Site.
“Visitor” means a Non-Registered User visiting the Site.
“Registered User” means a person who has submitted the required information to register, which registration has been approved by us, and has established credentials to access portions of the Site that require being logged into the Site.
“Service” means the Document transaction facilitation and other services provided by the Site to Registered Users.
“User” means Visitors and Registered Users.
No Attorney-Client Relationship or Privilege
The Service is not a law firm and is intended solely as a resource for your individual professional use in your practice of law or research. Use of the Service does not create an attorney-client relationship between you, the Site, the owner or operator of the Site, any Seller or other User, any third party or otherwise. Neither the Site nor any Document or Content, whether provided by us or other Users of the Site, constitutes legal advice.
Ownership
You acknowledge and agree that Contract Collective and its licensors own all legal right, title, and interest in and to the Site, the Service, and the Content (except as otherwise provided in these Terms of Service) and including any and all intellectual property rights that exist in the foregoing, whether registered or not, and wherever in the world they may exist. We reserve all our rights in the Site, the Service, and the Content not expressly granted herein.
You reserve all right, title and ownership in and to the Content you submit to the Site to the extent not granted to us or other Users pursuant to these Terms of Service.
General Rules in Use of the Site
As a condition of using the Site, Users agree to each of the following:
You shall not:
We have the right, but not the obligation, to screen, monitor, edit, and delete Content submitted to the Site by you or other Users at any time for any reason, in our sole discretion. You acknowledge that (i) we cannot and do not guarantee 100% compliance with these Terms of Service by all Users at all times, (ii) we are not and cannot be responsible for any Content, information, or materials posted by Users on the Service, (ii) you may be exposed to information that violates these Terms of Service, and (iii) you must bear all risks associated with the exposure to or use of any such materials, information, or Content, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information, or Content. We have no responsibility or liability for the intentional or accidental deletion or failure to store or back up any Content. We are under no obligation to return to you your Content, including upon a termination of your account or if the Site or Service ceases to operate. We reserve the right to suspend, mark as "inactive" and archive accounts, including those that are inactive for an extended period of time. Further, you acknowledge that we may monitor and collect information (including but not limited to technical and diagnostic information) about your usage of the Services and otherwise use the Content you submit to the Site in order to improve the Services, to verify compliance with these Terms of Service, to comply with law, and to enforce our rights.
We are not responsible for third party websites or content linked through the Site.
For purposes of our notifications to you about the Service, we may place the notice on the Site to alert you to certain changes such as modifications to these Terms of Service or notify you by email to an email address associated with your account, or contact you via any other contact information you have provided us. We will have no liability due to your failure to maintain accurate contact information. You agree that electronic notifications and other communications satisfy any legal requirement that such communication be in writing.
Rights You Grant to Us in Content Generally
Without limiting any other licenses and grants of use to us elsewhere in these Terms of Service, you hereby grant to us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sub-licensable, right and license to use, modify, copy, create derivative works of, perform, display, and distribute without restriction and in any present and future medium, and to otherwise exercise all copyright, trademark rights, publicity rights, and database rights in all Content submitted by you, in each case solely as reasonably necessary or advisable for the purposes of (i) operating, maintaining and improving the Site and Service in accordance with these Terms of Service, our Privacy Policy and other policies published on the Site, including distributing your Documents in connection with transactions you engage in through the Site with respect to your Documents, (ii) providing, developing, promoting and marketing, improving, and making available, the Site and Service (including through search engines), (iii) for aggregated analytical purposes including generating Aggregated User Content, as described and defined below, (iv) complying with law and enforcing our rights, and (v) using the Content in other ways that are consistent with these Terms of Service or our Privacy Policy (the “General Site License”). You agree that we are free to use and implement in perpetuity without compensation, attribution, or obligation to you any feedback provided by you to us relating to the Site, Service, or Content. You grant us the right to create derivatives and otherwise use and analyze your Content, including to generate aggregated insights and other Content so long you are not personally identifiable in the aggregated Content and such Content use and creation does not involve distributing your Documents in substantially the form you submitted them to the Site (“Aggregated User Content”). Contract Collective is the sole owner of Aggregated User Content.
Your Representations and Warranties. When you submit Content, including a Document, to the Site, you represent and warrant that, to your best knowledge after reasonable inquiry, (i) your submission of Content and your offer and license of a Document and a Purchaser’s license from you and use of the Document in accordance with these Terms of Service does not, nor is it reasonably likely to, infringe or violate any intellectual property or other rights or obligations, including any copyrights, trademarks, or rights in likeness or privacy, (ii) the Content as submitted by you complies with these Terms of Service, (iii) the Content does not improperly disclose your or any third party confidential information, and (v) the registration information you provide about yourself is accurate and current in all material respects.
Terms Applicable to Sellers
Becoming a Seller.
In order to offer and license Documents to others via the Site, you must be a Registered User meeting the eligibility requirements above. There is no annual fee to be a Seller – only the fee on licenses of Documents sold as further described below.
Offering and Licensing a Document.
Registered Users may submit and offer Documents in .doc, .docx, .pdf, or .ppt format. Prior to submitting a Document, you should review the Document and remove any confidential information in it that you do not wish to share with others (including in the Document’s meta-data). Also, you must ensure that you are submitting and offering a Document for which you can properly offer the Document License and make the representations and warranties provided in these Terms of Service.
On the “Submitted Documents” page in your profile, click the “Submit Document” button. On the “Submit a Document” page, enter the information requested. As Seller, you set the license price, but note that we deduct our fee, described below, from your proceeds. You may also offer Documents for free, which can be a means of generating interest in other Documents you offer. We assess no fee on free Documents.
You may list the Document “anonymously” meaning that your name and username will not be listed on the Document’s description page. (See below for further details on offering a Document anonymously.) You may use this option if you prefer to offer a Document in which you have less confidence of its quality, do not wish to dedicate the time to correcting it, and so do not wish to publicly associate your name with it. Many legal forms that have typos or minor drafting issues, can still provide a useful and time-saving framework for other attorneys.
We encourage you to upload a preview comprising a portion of your Document to help prospective Purchasers evaluate its quality. You are responsible for making sure the preview matches the corresponding portion of the Document. We also encourage you to provide a detailed description of your Document in the fields provided. For example, you may describe unique provisions, indicate if it is long-form or short-form, and indicate whether the document favors one party or the other. Distinguishing your Document from similar Documents is an important means of promoting license sales of your Document. You may also list the section headings in the Document, which can provide useful insight into its contents and scope. Some descriptions will be necessarily subjective, but you should endeavor to be as accurate as possible. For example, you might describe an asset purchase agreement as short form, pro-buyer, with an earn-out provision and designed for a sale of a technology or IP-oriented business.
You are prohibited from including any hyperlinks in your Document description other than to your personal or firm website or social media profile (e.g., on Linkedin) without our express written consent in each instance. You agree to not knowingly make false statements about a Document in your description or otherwise through the Site. We reserve the right to propose and condition your Document submission on your making minor edits to your description or to reject your description in whole or in part due to poor quality, inaccuracy, violation of these Terms of Service, or for any other reason and we disclaim any liability or responsibility for such edits or rejection. You should review your descriptions in final form once posted for accuracy.
Finally, in the field indicated on the Document submission page, you may send us messages relevant to the Document that will not be posted on the Site.
Copyright Issues. It is uncommon for an attorney to draft a document completely from scratch without starting with a specimen or other pre-existing contract language. This pre-existing content is often of uncertain or unknown origin or authorship. For many form contracts, the document represents an amalgam of the work of countless unnamed authors and each individual provision often is a variant of commonly seen language making copyright interests in such documents uncertain. However, copyright and other rights and interests certainly can and do exist in legal documents. Examples of Documents that clearly should NOT be submitted by you to the Site (unless you are clearly the necessary holder of required rights in the Document) include but are not limited to Documents:
The above list is not intended to be an exhaustive list of legal documents or content in which a third party would or might have intellectual property rights or that is otherwise inappropriate for you to submit to the Site. The degree to which one must modify an existing legal document in order to claim an exclusive copyright interest in it or at least to extinguish any third party claims in the document is not a bright line and depends on a variety of circumstances. Use common sense and be sensitive to the efforts, work product, and rights of others before submitting any Content to the Site. The foregoing is not intended to offer legal advice on the appropriateness of submitting, offering, or otherwise using any Document in connection with the Site or any other matter. While we reserve the right to take down Content we deem in violation of these Terms of Service or a third party’s rights, you are solely responsible for your submissions to the Site, including having requisite rights in the submission.
License Grant to Purchaser. Upon each license of a Document through the Site, you hereby grant to the Purchaser a non-exclusive, non-transferable, worldwide, perpetual (except as otherwise provided in these Terms of Service) right and license to (i) make reasonable copies of, display, and otherwise use the Document for its intended purpose and (ii) make derivative works of the Document, in each case (i) and (ii), as reasonably necessary for the Purchaser’s internal purposes of servicing the Purchaser’s law clients and otherwise in the internal operation of the Purchaser’s law practice (a “Document License”). For the avoidance of doubt, you do not grant the Purchaser and a Document License does not include the right to distribute, sublicense or otherwise exploit or publicly disseminate the Document as a general form, template, or other publication. As between Seller and Purchaser, all rights in the Document not granted by the foregoing license are reserved by the Seller. The foregoing Document License granted to Purchasers will survive the termination of Seller’s offer of the Document on the Site and survives a termination of the Seller’s and Purchaser’s account with the Site.
License Grant to Us. When you submit Content, including a Document, to the Site, you thereby grant to Contract Collective a General Site License in the Content as defined above. Note that when you terminate the offer of a Document within the Site or your Site account is terminated, the Document will no longer be listed on the Site to Registered Users as available for license purchase, but the General Site License survives and we will continue to make the Document available for download by Purchasers of the Document whose license purchase pre-dated your termination of offer of the Document or termination of your account, as the case may be.
Pricing, Fees and Payments. You determine the license fee or ‘price’ of each Document you offer through the Site. You may also offer the Document for free. You may adjust the price for future sales through use of the Site. For each sale of a license for your Document, you agree to pay Contract Collective a service fee equal to 25% of the Document’s license price (the “Service Fee”) and agree that we may collect and retain all our applicable fees provided in these Terms of Service from your sale proceeds. We will deduct our Service Fee from your transaction proceeds and, conditioned on your compliance with, and subject to, these Terms of Service, remit the balance to you on a monthly basis for sales occurring approximately two months prior. For example, for a sale occurring in January, we will generally pay you your proceeds in March. We reserve the right to reasonably delay remittances. Where the aggregate amount owed to you is less than $10, we reserve the right to delay remittances until the end of the calendar year or until the monthly remittance date after the aggregate amount exceeds $10, whichever is earlier. In no event are we obligated to pay you an amount less than $1. If, at the end of a calendar year, but for the preceding sentence, we would be required to remit to you an amount less than $1, then instead, the amount will be deemed and retained by us as an additional Service Fee. We reserve the right to recoup from you or retain indefinitely, sale proceeds where you have violated our Terms of Service. We reserve the right to designate and from time to time modify our means of remittance delivery and processing. We are not responsible for the performance or failures of third-party payment or remittance processors (whether for transfers to or from us). We currently deliver net sales proceeds via PayPal, although we reserve the right to change the means by which we deliver net sales proceeds to you. You must link your PayPal account (or equivalent provider we designate) to our Site by following the process on your profile page in order to receive proceeds. We are not responsible for remittances sent to the wrong account due to your error. If we decide, in our sole discretion, to refund a purchase price to a Purchaser, we may cancel or withhold remittances that would otherwise have been due to you, and if we have already paid you the net proceeds, you agree to refund those proceeds upon our request and we may alternatively deduct amounts from future or other amounts due to you, or seek other legally available remedies. You acknowledge and accept that, where we elect to refund a purchase price to a Purchaser, the Purchaser may have obtained a copy of your Document without payment. Where a transaction is reversed, a refund is provided to the Purchaser, or proceeds for the transaction are not received by us, you are not entitled to any sale proceeds for that transaction nor will we charge our Service Fee for the transaction.
Privileged or Confidential Information. It is your responsibility to remove all privileged, confidential, and any inappropriate information from Documents prior to submission to the Site. Such information may reside in the Document’s properties or other metadata within the Document. We recommend use of meta-data scrubbing tools on Documents prior to submission, although you should not intentionally remove indicia of third-party copyright or other proprietary or authorship rights in the Document or submit such Documents unless you have requisite rights to do so.
Right to Remove Document. We reserve the right to remove any or all of your Documents or other Content from the Site at any time and for any reason.
Purchaser Information. You agree not to use Purchaser information obtained through the Site for any purpose other than performance and completion of a transaction for a Document through the Site.
Taxes. You are solely responsible for all federal, state, or local taxes, including sales and use taxes, that apply to Document purchase or sale transactions you make through the Site or that otherwise apply to you in using the Service (excluding taxes owed on our net income) and you agree to indemnify and hold us harmless from claims for such taxes.
Terms Applicable to Purchasers
You agree to pay for all license purchases made through the Site under your username and account at the then published price for the Document. You consent to us charging the credit card or other payment account provided by you through the Site for purchases made under your account. If you believe a purchase has been made using your account in error or in an unauthorized manner, contact us immediately. All sales are final and the license purchase is non-refundable, including if a Document you purchase is removed from the Site due to infringement or other claims. Notwithstanding the foregoing, we may make exceptions to this no-refund policy in our sole and absolute discretion on a case-by-case basis. If you would like to make such a refund request, we recommend that you make it as quickly as possible following the transaction as this will increase the likelihood of our granting your request.
Examples of circumstances where we are more likely to consider issuing a refund include where the digital file of the Document is corrupted and we are unable to replace it with an uncorrupted file or we conclude that a Document description is or may be infringing or materially deceptive or misleading. In any refund exception, we reserve the right to issue the refund in the form of a credit toward other Document purchases.
It is your responsibility as a Purchaser to confirm that you have the appropriate hardware, software, and connectivity to download, open, and make use of the Document, and that the Document, including the file format, is appropriate for your needs. Notwithstanding our requirements in submitting a Document, we cannot practically ensure that every Document complies with these Terms of Service and receipt and use of the Document is at your own risk. Removal of a Document from the Site due to a complaint of copyright/trademark infringement, or for any other reason, does not make purchasers eligible for a refund, although we may, in our sole discretion, elect to provide such a refund.
Upon valid purchase, you will receive a Document License for the Document as described above and will be able to download the Document from the Site. You agree not to share Documents you obtain from the Site with your colleagues or other third parties unless you have also obtained sufficient additional Document Licenses for them. You agree not to post other Users’ Documents obtained from the Site or on the Internet or otherwise distribute them (except in a manner consistent with the Document License). You agree to solely use the Document within the scope of the Document License. You are prohibited from knowingly disclosing the identity of the Seller of a Document to third parties outside of the Site unless they give you express written consent to do so.
In the ordinary course, you are able to re-download from the Site a Document for which you have purchased a license and that Document may, upon re-download, contain updates and enhancements added to the Document by the Seller after the date of your purchase. However, we do not guarantee that such a re-download will be or remain available.
Contract Collective Not a Party to Transaction Between Seller and Purchaser
Any direct interactions by you with other Users through or related to the Site, including in the purchase or sale of Document Licenses and including any representations or warranties made by Users, are solely between you and those Users. We advise you to use caution and good judgment in these interactions. Contract Collective only facilitates and is not a party to sales of Documents between Sellers and Purchasers. We are not acting as agent for any User. We are not responsible for any loss, damage, or liability suffered as the result of any such interactions or transactions including a User’s use or disclosure of your personal information properly obtained from the Site. We are not responsible for resolving or otherwise participating in disputes between you and other Users, and you hereby release and hold harmless Contract Collective from all claims, demands, losses, liabilities, and costs arising out of or relating to any such dispute.
Copyright Policy and Infringement Claims
We provide the following in order to comply with the Digital Millennium Copyright Act of 1998 (the “DMCA”). If you believe any Content on the Site infringes your or your principal’s copyright, you may submit a DMCA Notice to our DMCA Agent at support@contractcollective.com.
Your DMCA Notice must include the following:
We may request additional information before removing any infringing material and we may provide the alleged infringing party with your contact and other claim information so that person can respond to your allegations.
Indemnification
You agree to defend, indemnify, release, and hold harmless us, our service providers and licensors, and all of the respective officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively the "Indemnified Parties") from and against any and all claims, losses, liability, damages, and costs and expenses, including attorneys’ and experts’ fees, known and unknown, (collectively, “Claims”) arising out of or in any way connected with: (a) your breach of these Terms of Service, (b) your use of the Site, the Service, Content and any consequences thereof and any activities you conduct on or through the Site, (c) actual or alleged infringement of intellectual property or other rights or violations of third party rights or law, in each case, by you or under your User account, and (d) disputes you have with other Users.
FOR CALIFORNIA RESIDENTS: As part of the above release, you hereby waive and release any claims that would otherwise be preserved by operation of section 1542 of the California Civil Code, which provides: “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 known by him or her must have materially affected his or her settlement with the debtor."
DISCLAIMERS
The Site and the Service are provided on an “as is” and “as available” basis. Your use of the Site and the Service and all Documents obtained from the Site are at your sole risk. To the fullest extent permitted by law, Contract Collective, its affiliates, and their respective officers, directors, employees, owners, and agents (the “Site Parties”) disclaim all warranties, express and implied, in connection with the Site, the Service, and all Content including without limitation any implied warranty of merchantability, title, non-infringement and fitness for a particular purpose. Contract Collective makes no warranties or representations about the quality, appropriateness, accuracy, or completeness of the Site’s Content including the Documents and their descriptions. Documents and other Content may contain inaccuracies or be incomplete. We make no representation or warranty that the Site or any Document will meet any particular purpose or need, including meeting legal requirements or that the Service, Site, and Contents will be uninterrupted and error-free. You should not use any Document without reviewing it completely and adapting it to your or your client’s needs and legal requirements. You acknowledge that it is very unlikely that a Document that is a form or specimen will meet your specific needs without modification. Documents are not a substitute for competent legal counsel, which the Site, the Service, other Users, and the Documents do not and are not intended to provide. User identities may be false. We do not guarantee that the accuracy of the stated identity of or the status as a licensed attorney or other Site eligibility of any User.
Limitation of Liability.
Except for liability we are not legally permitted to limit or disclaim: (i) the Site Parties will not be liable for any indirect, incidental, special, consequential or exemplary damages, including without limitation damages for loss of revenue, profits, goodwill, reputation, data, or other losses (under any theory and even if we have been advised of the possibility of such damages), including resulting from any (a) use of the Site, the Service, or a Document, (b) unauthorized access to, use of, or deletion or alteration of your Documents or other submissions to the Site, (c) malpractice or other claims, actions of any third party on, through, or relating to the Site or the Service, or (d) any other matter relating to the Site or its Content or the Service, and (ii) the Site Parties’ liability to you and any third party making claims or demands in connection with your use of the Site is limited to the aggregate amount of $10. The foregoing limitations of liability may not apply to you in whole or in part to the extent applicable law prohibits or limits their application.
Contract Collective is not liable or responsible for disputes between Sellers and Purchasers or otherwise between any Users or between Users and any third party. We are not responsible for Content submitted by Users including a User’s disclosure of confidential or privileged information or personally identifiable information through the Site.
Account Termination or Suspension
We reserve the right to suspend or terminate your account, delete or halt all access to any or all of the Content (including Documents) submitted by you to the Site, and take any other action or remedy with respect to operation of the Site in our sole and absolute discretion, without prior notice or liability. Your right to use the Site terminates immediately upon our termination of your account on the Site and during any period we suspend your account. We are not obligated to back up or return to you any Documents or other information submitted to you upon termination or suspension for your account. You should retain your own backup copies of all Content you submit to or receive from the Site that you wish to retain. Upon termination or suspension of your account, we may retain copies of Content including Documents submitted by you and we may make Documents available for download by Users who purchased a license for the Document prior to your account’s suspension or termination and other uses permitted to us by these Terms of Service, however your Documents will not be offered for license sale following suspension or termination of your account. You may terminate your account at any time and for any reason by contacting us at support@contractcollective.com.
Governing Law; Time Limit on Claims. These Terms of Service and any disputes between you and us arising out of or related to your use of the Site or Service will be governed by the internal laws of the State of California and controlling U.S. law. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to your use of the Site or the Service must be filed within one year after such claim or cause of action arose, or be forever barred.
Site Not Intended for EU Residents. Data submitted to the Site may be transferred across country borders. The Site and Service is not intended to be used by residents of or to comply with privacy directives or regulations or other laws of the European Union or any other non-U.S. jurisdiction.
Assignment; Binding Nature. You may not assign these Terms of Service and any such purported assignment by you is void. We may at any time assign these Terms of Service without prior consent or notice. These Terms of Service will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
Injunctive Relief. Your breach of these Terms of Service may cause us irreparable harm, the extent of which would be difficult to ascertain, and therefore we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction without the obligation to post a bond or to prove actual damages.
Dispute Resolution
Any disputes between or claims brought by you or us arising out of or related to these Term of Service, the Site, Service, or Content must be referred to and finally settled by binding arbitration with JAMS in accordance with JAMS' expedited rules in effect at the time of arbitration except to the extent inconsistent with this dispute resolution section. The arbitration will be conducted by telephone, on-line, or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such appearance will be held in San Diego County, California unless another location is mutually agreed upon by the parties. The arbitrator will apply the substantive governing law specified in these Terms of Service. All awards in such arbitration may be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments, and awards therein, will be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or any resulting award, except as required to enforce the award. By agreeing to arbitrate, the parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, neither party is prohibited by these Terms of Service from separately pursuing injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover its reasonable lawyers' fees and costs, so long as the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party fails to promptly withdraw the claim following notice.
Other General Terms. These Terms of Service constitute the entire agreement between you and us and govern each User’s use of the Site and the Service, superseding any prior agreements. Changes to these Terms of Service will be indicated by updating the “last updated” date at the beginning of these Terms of Service as well as any other notification on the Site or otherwise that we may provide. Use of the Site following any such modification (other than to review the updated Terms of Service, inquire about the update, or terminate your account) constitutes your acceptance of the Terms of Service as updated. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. No waiver of any provision of these Terms of Service will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms of Service will not constitute a waiver of such right or provision. Nothing in these Terms of Service will be deemed to create an agency, partnership, joint venture, employee-employer, attorney-client or franchisor-franchisee relationship of any kind between us and any user or other person or entity. Use of the word “including” in these Terms of Service means “including without limitation.”
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