WellDraftd Content License Agreement

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 Last Updated: April 23, 2022

1. Agreement Acceptance. 

1.1. This WellDraftd Content License Agreement (“License”) is a legally binding agreement between you and WellDraftd. Your use of the website www.welldraftd.com, including all of its webpages (collectively the “Site”), and the content provided by WellDraftd on the Site for download, including contract templates and all digital media contained therein or related thereto, and any other digital products offered by WellDraftd (collectively “Content”), are governed by the terms and conditions of this License, the Privacy Policy, the Disclaimer, and the Terms of Use, each of which is incorporated herein by this reference and which collectively constitute the “Agreement.” You acknowledge and agree that WellDraftd may modify the terms and conditions of the License at any time.  Notice of any such modifications will be provided to you by indication of the “Last Updated” date at the top of this page. By continuing to use the Site and Content after any such updates or modifications, you agree to be bound by the updated License.

1.2. Your use of the Site and Content are subject to your acceptance of this Privacy Policy. By using and accessing the Site and Content, you are agreeing to the terms and conditions of this Privacy Policy and represent that you are over the age of 18. If you are agreeing to the terms and conditions of the Privacy Policy on behalf of a company, you represent and warrant that you are duly authorized to bind and hereby do bind such company to the terms and conditions of this Privacy Policy. If you do not agree to the terms and conditions of this Privacy Policy, you must cease all use of and access to the Site and Content.

2. Content License Grant.

2.1. Content License. Subject to your compliance with the terms and conditions of the Agreement, (and upon full payment for any purchased Content), WellDraftd grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to use such Content throughout the United States of America for your internal business purposes.  For purposes of this License, “use” means to view, edit, copy, modify, and display such Content. You acknowledge and agree that the Content is licensed, not sold. 

2.2. Copies. You may make a reasonable number of electronic copies of Content solely as necessary for your internal business purposes, including as part of your normal backup and archiving processes.

3. Prohibited Uses.

3.1. No Redistribution or Resale. Except as expressly permitted in Section 2 of this License Agreement, you may not redistribute or resell Content.  

3.2. No Authorship Claims. You may not represent that you are the author of Content. You may not remove any proprietary notices or marks on Content unless expressly permitted by WellDraftd in writing. 

3.3. Print Limitation. You may print up to ten (10) copies of Content solely for your internal business purposes, including for review by your own attorney.

3.4. No Transfers. You may not transfer, sublicense, or assign the license granted to you in this License. You agree to use appropriate security controls in your use of the documents (including retaining PDF protection, if appropriate) to ensure no use is made of Content in violation of the terms and conditions of this License.

3.5. No Political Campaign or PAC Usage. Use of Content by any political campaign, political action committee, or other organization whose primary purpose is to raise funds for or in support of or in defeat of any political candidate is strictly prohibited.

3.6. No Unlawful or Obscene Use. Use of Content in a manner that is in violation of applicable law, indecent (including any use by hate groups or pornographic sales or sexually explicit content-sharing) are strictly prohibited.

4. Fees and Payment; Taxes; Refunds. 

4.1. Fees and Payment. Fees for the digital products offered by WellDraftd on the Site are payable immediately upon download and shall be paid solely in U.S. dollars. By purchasing Content on the Site, you expressly authorize WellDraftd’s third-party payment processor to charge you on behalf of WellDraftd for any digital products purchased by you on the Site. You acknowledge and agree that you are responsible for any fees, charges, costs, interests or other expenses arising out of your purchase of any Content.  

4.2. Taxes. You acknowledge and agree that you are responsible for any tax liability, including sales taxes, use taxes, value-added taxes, arising from your use or purchase of Content, except for any taxes owed by WellDraftd based on its income.

4.3. Refunds. WellDraftd does not offer refunds. All sales are final. No refunds will be provided upon termination of this License or the Agreement for any reason.

5. Ownership. 

5.1.  WellDraftd Ownership. As between you and WellDraftd, WellDraftd owns all rights, title, and interest in the Site and Content. Nothing in this License or the Agreement shall be deemed to transfer or grant any ownership rights to the Site or Content to you. All rights to the Site and Content not expressly granted to you in this License are reserved by WellDraftd.

5.2  Suggestions.   In the event that you provide any suggestions, comments, or other feedback to WellDraftd related to the Site and Content, you acknowledge and agree that such feedback ("Suggestions") shall be owned by WellDraftd (including our heirs, successors, and assigns) and you hereby irrevocably transfer to WellDraftd and assign to WellDraftd all right, title, and interest in Suggestions. You agree that WellDraftd can use such feedback in any manner WellDraftd deems fit and that you will not be compensated in any form for providing Suggestions. WellDraftd may share Suggestions with third parties without owing any confidentiality obligations to you. 

6. Term and Termination; Content Changes

6.1. Term. This License is effective until terminated by you or WellDraftd in accordance with the Agreement. 

6.2. Termination by WellDraftd. WellDraftd may terminate this License and/or the Agreement, at its sole discretion, and without notice or liability owed to you, at any time if WellDraftd reasonably determines that you have failed to comply with the terms and conditions of this License and/or the Agreement. 

6.3. Termination by You. You may terminate this License and/or the Agreement at any time by ceasing use of the Site and the Content, and deleting or destroying all Content you have downloaded immediately upon such termination. 

6.4. Effect of Termination. Upon any termination of the License or the Agreement for any reason, you shall immediately cease use of the Site and Content and you shall immediately delete or destroy any Content you have downloaded. If requested by WellDraftd, you shall certify in writing that you have destroyed or deleted such Content in compliance with this section. Any termination of this License shall terminate the Agreement and your right to use the Site and Content shall automatically be revoked.

6.5. Content Changes.  WellDraftd reserves the right to make changes to the Site and Content at any time, including creating new Content releases, editions, and versions at cost. 

7. Warranties.

7.1. Compliance with Law.  You represent and warrant that your use of the Site and Content is in compliance with all applicable law and that you will take no action that will cause WellDraftd to be in violation of applicable law. 

7.2. Disclaimer.  THIS SITE AND ALL CONTENT PROVIDED THEREIN ARE PROVIDED ON AN “AS-IS” BASIS. WELLDRAFTD HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE CONTENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND CONDITIONS OF MERCHANTABILITY, OR THAT THE CONTENT OR SITE IS ERROR-FREE OR THAT THE CONTENT WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE, CONTENT, AND ANY DIGITAL PRODUCTS OR OTHER MATERIALS CONTAINED THEREIN ARE AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THE DISCLAIMER AND THAT YOU FULLY UNDERSTAND AND AGREE TO ITS TERMS.

8. Indemnification. You will indemnify, defend, and hold harmless from and against WellDraftd for any claims, lawsuits, disputes, demands, damages, losses, expenses, costs, and all liabilities of any kind arising from your use of the Content, your use of the Site, and your violation of the terms and conditions of the Agreement. 

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WELLDRAFTD WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR CONTENT, WHETHER OR NOT WELLDRAFTD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WELLDRAFTD’S AGGREGATE LIABILITY TO YOU FOR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR CONTENT EXCEED THE AMOUNTS PAID BY YOU FOR CONTENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU AND WELLDRAFTD AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION OF THE LICENSE SHALL SURVIVE AND APPLY, EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS LICENSE OR THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Compliance Audit. WellDraftd may, in its sole discretion and upon providing reasonable notice to you, require that you provide proof of compliance with the terms and conditions of this License and the Agreement, including providing WellDraftd with access to any customized or edited Content purchased by you. In the event that WellDraftd reasonably determines that you are in violation of the terms and conditions of this License or the Agreement, you agree to immediately resolve such non-compliance to WellDraftd’s reasonable satisfaction.  

11. Notice. All notices and communications to be sent to WellDraftd shall be sent to support@welldraftd.com. 

12. Miscellaneous.

12.1. WellDraftd Marks; Customer Marketing. You agree to reproduce any proprietary marks, including logos and names, contained in any Content. Unless you have provided WellDraftd with your notice of opting out of publicity, WellDraftd may use your name and logo solely for marketing purposes on the Site. You may send a notice of opt-out to support@welldraftd.com. 

12.2. Relationship. WellDraftd is an independent contractor and no partnership, joint venture, or other relationship, exclusive or otherwise, is created by your use of the Site and Content. 

12.3. Waiver. Failure by WellDraftd to enforce any of the provisions of this License or the Agreement shall not be deemed a waiver of WellDraftd. Any waiver by WellDraftd is made solely by express waiver. This License and the Agreement may be modified solely in writing.

12.4. Survival. All sections within the Agreement that by their terms must survive termination shall survive termination of this License and the Agreement, including Sections 4, 5, 7, 8, 9, 10, 11, and 12 of this License. 

12.5. Assignment. You may not assign or transfer your rights and obligations in this License or the Agreement to any party without the prior, express written consent of WellDraftd, which shall not be unreasonably withheld or delayed. 

12.6. Governing Law and Jurisdiction. The terms and conditions of this License and the Agreement shall be governed by the laws of the State of Washington, without reference to its laws related to conflict of laws. You and WellDraftd hereby agree to the exclusive jurisdiction of the state and federal courts located in Pierce County, Washington, which shall have exclusive jurisdiction over any disputes arising out of or related to this License and the Agreement. 

12.7. Severability. Each provision of this License and the Agreement shall be treated as separate and independent clauses, and the unenforceability of one clause shall have no effect on the enforceability of another clause.  If one or more provisions in this License or the Agreement are found to be unenforceable by a court of competent jurisdiction, such provision(s) shall be construed as enforceable to the maximum extent permitted under applicable law.

12.8. Entire Agreement. The Agreement contains the entire agreement and understanding of you and WellDraftd as it relates to the subject matter contained therein. No prior agreement, promise, or understanding made between you or WellDraftd that is not contained in this License or the Agreement shall be binding on you or WellDraftd.