Terms of Service
Last updated: June 28, 2023 1:35 PM
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN SECTION 16 BELOW CAREFULLY, AS IT WILL REQUIRE YOU
TO RESOLVE DISPUTES WITH THE COMPANY (HERINAFTER DEFINED) ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT
AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Each person and entity ("you" or "your"), accessing or using any website (including but not limited to draftingmarketplace.com), mobile application,
desktop application, plugin or other media platform that references or links to this user agreement and is provided by or on behalf of Drafting Marketplace LLC
or one or more of its affiliates (collectively, the "Site") hereby accepts and agrees to comply with the terms and conditions set forth
in the following user agreement (this "Agreement"), and you (including, without limitation, each individual using the site on your behalf)
shall be considered a "User". This Agreement is entered into by and between you and Drafting Marketplace LLC (the "Company"),
and governs your access and use of the Site, your use of any proprietary platform or other technology provided on or through the Site,
and any products, services, or information available on and via the Site from time to time. By signifying your acceptance of this Agreement
or by accessing or using the Site or allowing others to access or use the Site on your behalf or through the use of your usernames and
passwords ("Access Methods"), you confirm that you are a natural person over the age of 18, and agree (on your own individual behalf and on behalf of any entity for which you use the Site),
to be bound by this Agreement (which may be updated from time to time, as discussed below). To the extent any other agreement between you and the
Company conflicts with the terms of this Agreement, this Agreement shall govern.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE INDICATES YOUR FULL ACCEPTANCE OF, AND
AGREEMENT TO ABIDE BY, THIS AGREEMENT IN ITS THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE.
The Company hereby grants you a fully revocable, nontransferable, nonexclusive right to use the Site for your own personal
or internal business purposes only. The foregoing right has been granted to you subject to your agreement to abide by this Agreement
as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the
Site or otherwise provided to you by the Company and to which Users will be bound. You may not use the Site on behalf of any other person or entity (each, a "Person").
You further represent, warrant, and covenant to the Company that: (i) you are authorized to enter into this Agreement and
otherwise perform its obligations hereunder; (ii) all use of the Site by or through you or with your Access Methods will be in
accordance with this Agreement; and (iii) you will notify the Company immediately upon becoming aware of any violation of this Agreement.
The information accessible on and via the Site (the "Content") is the property of the Company and/or third parties, is
not the property of any User (except as otherwise expressly provided herein), and is protected by copyright and other intellectual
property and proprietary rights. Without limiting the foregoing or expanding any of your rights hereunder, except with respect to
Work Product (hereinafter defined) which you purchase via the Site, you agree that you will not publish, broadcast, retransmit, reproduce,
commercially exploit, create any derivative of or otherwise disseminate or disclose to any Person such Content. You are prohibited from
violating or attempting to violate the security of the Site or interfering in any manner with any security-related feature of the Site or
any system resources, services or networks connected to or accessible through the Site. The material contained on the Site is believed
to be accurate at the time it was posted, but, as more particularly detailed below, is provided to Users "as-is", "where-is", and with
all faults, without any express or implied warranty.
You shall not, directly or indirectly, during the term of this Agreement or thereafter, engage in or permit any other person
or entity to engage in any of the following actions: (i) decompile, disassemble, modify, translate, or reverse engineer the
Site or any Content or otherwise attempt to obtain the source code for the Site; (ii) sell, license, sublicense, rent, lease,
timeshare, assign, pledge, or otherwise encumber the Site or permit any other Person to use the Site; (iii) use any name, trade mark,
service mark, logo(s), or other intellectual property of the Company without the Company's prior written consent in each instance;
(iv) use the Site or any Content for any purpose other than as expressly permitted hereby; (v) use the Site or any Content to develop
or assist in the development of any website, platform, software, or technology competitive with or similar to the Site (including,
without limitation, including any similar ideas, features, functions or graphics); or (vi) modify, alter, tamper with, translate,
repair or create derivative works based on or using the Site or any Content.
Access and Security.
In order to use most aspects of the Site, you must register for and maintain active Access Methods. You must be at least 18 years of age, or
the age of legal majority in your jurisdiction (if different than 18), to obtain Access Methods. Access Method registration requires you to submit
to the Company certain personal information, such as your name, address, job title, mobile phone number and age, as well as a valid payment method
supported by the Site. You agree to maintain accurate, complete, and up-to-date information associated with your Access Methods. Your failure to
maintain accurate, complete, and up-to-date information, including having an invalid or expired payment method on file, may result in your inability
to access or use the Site. You hereby agree not to disclose your Access Methods to any other Person (including, without limitation, any other User).
You will be solely responsible for ensuring the security and confidentiality of the Access Methods, and will be responsible for all activity on the
Site occurring through or in connection with your Access Methods, including, without limitation, all acts or omissions of Persons using the Site
through your Access Methods. You are solely responsible for ensuring that your Access Methods are known to and used only by you. You agree to notify
the Company immediately of any actual or suspected loss, theft or unauthorized use of your Access Methods or any other breach of security relating to
the Site. Upon receipt of such notice, the Company will terminate your Access Methods provided that you will remain responsible for any actions taken
through the use of your Access Methods before they are terminated. In certain instances you may be asked to provide proof of identity or other method
of identity verification to access or use the Site, and you agree that you may be denied access to or use of the Site if you refuse to provide proof
of identity or other method of identity verification. In the Company's sole discretion, the Company may terminate, revoke, suspend, modify, or
change any or all of your Access Methods at any time with or without prior notice.
You hereby release the Company from any and all liability concerning any activity taken on the Site using your Access Methods.
The Company has no obligation to inquire as to the authority or propriety of any use of or action taken under your Access Methods
and will not be responsible for any loss to you arising from any such use or action. The Company will take commercially reasonable
security precautions when using the Internet, telephone or other means to transport data or other communications, but expressly
disclaims any and all liability for the accessing of any such data or communications by unauthorized persons or entities.
You are responsible for obtaining the data network access necessary to use the Site. Your mobile network's data and messaging rates
and fees may apply if you access or use the Site from a mobile device. You are responsible for acquiring and updating compatible
hardware or devices necessary to access and use the Site and any updates thereto. The Company does not guarantee that the Site,
or any portion thereof, will function on any particular hardware or devices.
The Site may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. The Company cannot guarantee the
continuous and uninterrupted availability and accessibility of the Site. The Company may restrict the availability of the Site or certain areas or features
thereof, if this is necessary in view of capacity limits, the security or integrity of its servers, or to carry out maintenance measures that ensure the
proper or improved functioning of the Site. The Company may improve, enhance and modify the Site and remove, modify, or add features and functionality
thereon from time to time in its sole discretion.
Disclosure and Use of Information.
You agree that the Company may contact you by email, telephone, text message, or other method (including by an automatic telephone dialing system) at
any of the contact information provided by you or on your behalf in connection with your Access Methods, including for marketing purposes. You
understand that you are not required to provide this consent as a condition of engaging in any transaction relating to any Work Product or other
property, goods or services, and you may have the right to opt out of such contacts to the extent permitted by Applicable Law (hereinafter defined).
The Company may, but shall not be obligated to, review, monitor, or remove Content, at the Company's sole discretion and at any time and for any reason,
without notice to you. The Company may, without limitation, investigate any complaint or reported violation of its policies and take any action that it
deems appropriate in its sole and absolute discretion. Such action may include, but is not limited to, issuing warnings, suspending or terminating your
use of all or any portion of the Site and denying you access to all or any portion of the Site. The Company also reserves the right to report any activity
that it suspects may violate any Applicable Law to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate
with governmental requests, to protect the Company's systems and Users, to ensure the integrity and operation of the Site, business or systems, to comply
with the requirements of Third Party Content Providers (hereinafter defined), or otherwise to comply with Applicable Law, the Company may access and
disclose any information, including information regarding a User, it considers necessary or appropriate.
Ownership and License.
The Site, its Content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks)
are owned by the Company or third parties, and all right, title and interest therein and thereto shall remain the property of the Company and/or its licensors, successors
or other third parties and shall not be considered the property of any User (except as otherwise expressly provided herein). You agree not to remove any copyright, trademark
or other proprietary notice or legend contained on the Site or its Content (or printed copies thereof). The Company and other names and indicia of the Company's products
and/or services referenced herein are exclusive trademarks and service marks of the Company. Other product and company names, trademarks and service marks appearing in
the Site are the intellectual property of their respective owners.
The Company may, in the Company's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to the Company or otherwise through the Site textual,
audio, and/or visual content and information, including (without limitation), Work Product (hereinafter defined), Images (hereinafter defined), commentary and feedback related to the Site
and Work Product offered therein, Reviews (hereinafter defined), Ratings (hereinafter defined), communications with other Users, initiation of support requests, and submission of entries
for competitions and promotions. Any such Content provided by you remains your property. However, by providing Content through the Site, you grant the Company a worldwide, perpetual,
irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and
otherwise exploit in any manner such Content in all formats and distribution channels now known or hereafter devised (including in connection with the Site and the Company's business
and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other Person.
Each time you disclose or provide any Content to the Company (including, without limitation, by uploading or providing any Content to or through the Site), you shall be deemed
to represent and warrant the following with respect to such disclosure: (i) such disclosure does not include confidential information; (ii) if such disclosure includes proprietary
information, such proprietary information is owned solely by you or is duly licensed to you, which license permits such disclosure and the use thereof by the Company and, if applicable,
the Contractor (as hereinafter defined) as contemplated by this Agreement; (iii) such disclosure, and the use thereof by the Company and the Purchaser as contemplated hereby, does not
and will not breach the terms of any agreement, duty, or obligation to which you or such Content is subject; and (iv) neither the Content so provided, nor your submission, uploading,
publishing or otherwise making available of such Content, nor the Company's or the Contractor's use of such Content as permitted herein will infringe, misappropriate or violate a third
party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law.
You acknowledge and agree that, as between the Company and you, to the fullest extent permitted by Applicable Law, all right, title and interest in and to the Site, all Content, and all
modifications and enhancements thereof or thereto, including, without limitation, all rights under copyright and patent and other intellectual property rights, belong to and are retained
solely by the Company or the Company's licensors and providers, as applicable. The Company reserves all rights not expressly granted under this Agreement. You are authorized to access
and use the Site and related Content only for your own personal or internal business purposes as contemplated by this Agreement, provided that you continue to, at all times, comply in
full with this Agreement.
The Company reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason,
in its sole discretion. In the event your use of the Site is suspended or terminated, this Agreement will continue to apply to your past use of the Site in the form in which it then
existed at the time of the subject use. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit
any liability that you otherwise may have to the Company. Without limiting the foregoing, this Section 5 (Termination), together with Sections 1 (General Provisions), 2 (Passwords and Security),
3 (Disclosure and Use of Information), 4 (Ownership and License), 6 (Indemnity), 8 (Privacy), 9 (License of Work Product), 10 (Fees), 12 (Third Party Content), 13 (Confidentiality),
14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Arbitration; Applicable Laws), 19 (Notice to the Company), 20 (No Waiver of Rights), 21 (Enforceability), and
22 (Headings) shall survive termination of this Agreement for any reason.
You will indemnify, defend, and hold harmless the Company and all other Covered Persons (hereinafter defined) against and from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses (including reasonable attorneys’ fees and court costs), and damages based on, arising out of or relating to: (i) use of the Site by you or with your Access Methods;
(ii) your breach of this Agreement (including, without limitation, any Third Party Terms (hereinafter defined) or any representation, warranty or covenant made by you herein);
(iii) your violation or alleged violation of any Applicable Law or any third party's rights; (iv) your infringement of any right to any Third Party IP (hereinafter defined) or allegations thereof;
(v) your misuse of or reliance on any Content; (iv) any Work Product or Content developed, provided, or otherwise related to your use of the Site; (v) any License Contract entered into by you or your agents;
(vi) any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation,
overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; or (viii) negligence, willful misconduct,
fraud, defamation, libel, violation of privacy rights, unfair competition, or allegations thereof to the extent caused by you or on your behalf.
From time to time, the Company may post legal notices to the Site. You shall not remove these notices, or any additional information contained along with any such notice.
The Site may contain references to trademarks, copyrighted materials, technologies, products, data, processes and software and other proprietary rights of the Company, Third
Party Content Providers or other Persons. Except as necessary for your access to and use of the Site for the purposes expressly permitted by this Agreement, no license to or
right in any such trademarks, copyrighted materials, technologies, products, data, processes, software or other proprietary rights of the Company or any Third Party Content Provider
is granted to or conferred upon you.
The Company may modify the terms of this Agreement or any of the policies or guidelines governing the Site, at any time and in its sole discretion (including, without limitation, as required by any
Third Party Content Provider), by posting the modified Agreement on the Site. The Company will not be required to provide notice of any such modification directly to you. The modifications shall
be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review this Agreement
]periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of this Agreement in its then-current form each time you use the Site. You agree that the
notice and modification provisions provided in this Agreement are reasonable. You may not modify the terms of this Agreement or any of the policies or guidelines governing the Site without the Company's
express prior written consent.
The Company reserves the right, in its sole discretion, to make unscheduled deployments of updates, enhancements or such other changes to the Site at any time that the Company deems necessary or otherwise
desirable, in each case to the full extent permitted by Applicable Law and without notice or liability to you.
License of Work Product.
The Site is a marketplace which enables Users to identify one another and enter into agreements to create and license certain designs (the "Work Product").
Users receiving Work Product are referred to herein as "Bidders", and Users creating and offering Work Product are referred to herein as "Contractors".
Such Work Product is provided by individual Bidders only, not by or on behalf of the Company or any other Covered Person(s). As the provider of the Site, the Company
does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Work Product. Bidders alone are responsible for their Work Product.
When Users request or provide Work Product, they are entering into a contract directly with each other (each a "License Contract"). The Company is not and does not
become a party to or other participant in any contractual relationship between Users, nor is the Company a broker or insurer with respect to any Work Product. When
Users enter a License Contract, the User uses the Site to invoice and pay any amounts owed under the License Contract. The Company merely makes the Site and Content
available to enable Users to find and transact directly with each other. The Company does not introduce Users to one another or select Work Product for Users. Through
the Site, Bidders may be notified of Contractors that may be seeking the Work Product they offer, and Contractors may be notified of Bidders that may offer the Work
Product they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Work Product or User on their own. You acknowledge,
agree, and understand that the Company is not a party to any License Contract, that the formation of a License Contract between Users will not, under any circumstance,
create an employment or other service relationship between the Company and any User or a partnership or joint venture between the Company and any User.
The Company has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Work Product, (ii) the truth or accuracy of any Content describing Work Product,
or (iii) the performance or conduct of any User or other third party. The Company does not endorse any User or Work Product. Users should always exercise due diligence and care when deciding whether
to provide or receive Work Product using the Site, and shall, in particular, ensure that all information with respect to particular Work Product is complete and accurate prior to moving forward with
any transaction relating thereto.
If you choose to offer Work Product using the Site, your relationship with the Company is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner
of the Company for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of the Company. The Company does not, and shall not
be deemed to, direct or control you generally or in your performance under this Agreement or any License Contract specifically, including in connection with your provision or receipt of Work Product.
You acknowledge and agree that you have complete discretion whether to provide or offer Work Product or otherwise engage in other activities using the Site.
You acknowledge, agree, and understand that the Company is not a party to the relationship or any dealings between Users. Without limitation, Users are solely responsible for:
(a) ensuring the accuracy and legality of all Content and Work Product; (b) determining the suitability of other Users for a License Contract (such as any interviews, vetting, background
checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of License Contracts; (d) performing Work Product; and/or (e) paying for Work Product.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a License Contract with another User and for verifying any information
about another User. The Company does not make any representations about or guarantee the truth or accuracy of any User’s listing or other Content on the Site; does not verify any
Reviews, Ratings, or other feedback or information provided by Users; and does not perform background checks on or guarantee the work of Users. You acknowledge, agree, and understand
that The Company does not, in any way, supervise, direct, control, or evaluate Bidders or their work and is not responsible for any Work Product. The Company makes no representations
about and does not guarantee, and you agree not to hold the Company responsible for, the quality, safety, or legality of Work Product; the qualifications, background, or identities of
Users; the ability of Bidders to deliver Work Product; the ability of Contractors to pay for Work product; Content and statements or posts made by Users; or the ability or willingness
of a User to actually complete a transaction.
Bidders are solely responsible for setting a price (including any taxes or charges such as cleaning fees, collectively, "License Fees") for Work Product they offer through the Site.
Bidders are responsible for any replacements or refunds with respect to Work Product they provide or offer through the Site. Contractors are responsible for promptly identifying and
reporting any deficiency with respect to the Work Product.
Any terms and conditions applicable to Work Product must not conflict with this Agreement. You also acknowledge, agree, and understand that Bidders are solely responsible for determining,
and have the sole right to determine, which License Contracts to accept; the time, place, manner, and means of providing any Work Product; the type of services and Work Product they provide;
and the price they charge for their services and Work Product or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of
the Company, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) the Company will not have any liability
or obligations, including under or related to License Contracts and/or Work Product for any acts or omissions by you or other Users; (iii) the Company does not, in any way, supervise, direct,
or control any User or Work Product; does not impose quality standards or a deadline for completion or delivery of any Work Product; and does not dictate the performance, methods or process
any Bidder uses to perform services or provide Work Product; (iv) Bidder is free to determine when and if to provide Work Product and services, including the days worked and time periods
of work, and the Company does not set or have any control over any Bidder’s pricing, work hours, work schedules, or work location, nor is the Company involved in any other way in determining
the nature and amount of any compensation that may be charged by or paid to any Bidder for Work Product; (v) Bidder will be paid at such times and amounts as agreed with a Contractor in a
given License Contract, and the Company does not, in any way, provide or guarantee Bidder a regular salary or any minimum, regular payment; (vi) the Company does not provide Bidders with
training or any equipment, labor, tools, or materials related to any License Contract; (vii) the Company does not provide the premises at which Bidders will perform work or create Work Product;
(viii) [Bidders may use subcontractors or employees to prepare Work Product by delegating work on a fixed-price or hourly basis]; and (ix) the Company does not provide shipping services for
any physical Work Product. If a Bidder uses subcontractors or employees, the Bidder further agrees and acknowledges that this Section applies to the Company's relationship, if any, with the Bidder's
subcontractors and employees as well and the Bidder is solely responsible for its subcontractors and employees.
Contractors are solely responsible for and has complete discretion with regard to selection of any Bidder to provide any Work Product. Contractors are solely responsible for and assumes
all liability for determining whether Bidders should be engaged as independent contractors or employees of Contractor and engaging them accordingly and for complying with Applicable Law.
Contractor warrants its decisions regarding classification are correct and its manner of engaging Bidders complies with all Applicable Law. The Company will have no input into, or involvement in,
worker classification as between Contractor and Bidder and Users agree that the Company has no involvement in and will have no liability arising from or relating to the classification of a
Bidder generally or with regard to any particular Work Product.
The placement and ranking of Work Product and Users in search results on the Site may vary and depend on a variety of factors, such as User search parameters and preferences, location, requirements,
price, availability, number and quality of Images, customer service and cancellation history, Reviews, Ratings, type of Work product, and/or prior User activity. The Company cannot guarantee Work
Product offered on the Site, and the Company may revise information with respect to Work Product to supplement, correct, or remove information in its discretion. Metatags and URL links included
in Work Product descriptions may be removed or altered in the Company’s sole discretion.
Within a certain timeframe after completing a transaction through the Site, Users can leave a review ("Review") and submit a star rating ("Rating") about each other. Ratings or Reviews reflect the opinions
of individual Users and do not reflect the opinion of the Company. Ratings and Reviews are not verified by the Company for accuracy and may be incorrect or misleading. Users that fail to meet the Company's
minimum standards with respect to Ratings and Reviews may be charged additional Fees (hereinafter defined), and/or limited, restricted, suspended, or downgraded in their use of the Site.
Upon receipt of a transaction confirmation through the Site, to the fullest extent permitted by Applicable Law, a legally binding agreement is formed between the applicable Bidder and Contractor, subject
to any additional terms and conditions applicable to the subject Work Product and specified on the Site with respect thereto. [If permitted by the applicable Work Product listing, the applicable Contractor
may elect to cancel the transaction prior to completion of the applicable Work Product, in which case the Contractor may be charged a cancellation fee specified in the Work Product listing.]
The Company is not responsible for administering or accepting any claims by Users related to the Work Product or any transactions effectuated through the Site, and assumes no other responsibility for
such transactions. All such transactions are at the Users' sole risk. Any requests for refunds or other disputes regarding such transaction must be handled exclusively between the Users involved.
If a User has an issue with any transaction, they must contact the other User involved in such transaction directly. If a Contractor does not receive Work Product, the Bidder must provide the Contractor
with a full refund unless the Bidder can provide evidence that the Work Product was delivered. If, after receiving Work Product, the Contractor requests a refund or replacement because the Work Product
is defective, faulty, or does not match the agreed description, the Bidder must refund the License Fee or replace the Work Product. The Company may, in its sole discretion, but shall not be obligated to,
facilitate payment of any amounts claimed or payable pursuant to this paragraph by charging the payment methods on file in connection with the applicable User' accounts.
The Company recommends that Users obtain appropriate insurance for when offering or receiving Work Product. Please review any respective insurance policy carefully, and in particular make sure that you are
familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or
inactions of other Users while providing or receiving Work Product.
Contacting another User to discuss moving transactions off of the Site is not permitted. Users are not permitted to share direct contact information prior to completing a transaction for Work Product on the Site.
Users must pay all applicable Fees, even if transactions relating to Work Product are completed off the Site. All communications between Users relating to Work Product prior to consummation of the
relevant transaction must be made exclusively through the Site. Subject to the foregoing, nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging)
any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services
and are encouraged to do so.
With respect to any License Contract, Users may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.)
provided that any such agreements do not conflict with, narrow, or expand the Company’s rights and obligations under this Agreement.
In addition to the recognition that the Company is not a party to any contract between Users, you hereby release the Company and all other Covered Persons from claims, demands, and damages
(actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that
exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Work Product
provided to Contractor by a Bidder and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
This release will not apply to a claim that the Company failed to meet its obligations under this Agreement.
The Company may charge certain fees for use of the Site (the "Fees"). The amount and nature of the Fees will be posted on the Site from time to time, and may be changed from time
to time by the Company by posting such updated Fees on the Site. The current Fee schedule can be found here: https://draftingmarketplace.com/pricing. Users are liable for all Fees arising out
of offering or receiving Work Product, as applicable, even if the related transactions are finalized outside of the Site. Users must have a payment method on file when using the Site,
and must pay all Fees and other amounts owed, including taxes, by the date due. If your payment method fails, or your account is past due, the Company may collect amounts owed by
charging other payment methods on file with it, and retain collection agencies and legal counsel in connection therewith. In addition, the Company may charge late fees with respect to
amounts past due, up to the maximum amount permitted by Applicable Law. Fees don't purchase exclusive rights to Work Product or exposure on the Site. The Company may, in its sole discretion
and without consent from, or payment, Fee reduction, or other credit to, Users, display third-party advertisements (including links and references thereto) or other Content in any part of the Site.
Fees paid hereunder are final and non-refundable. As between you and the Company, the Company reserves the right to establish, remove and/or revise Fees for any or all services or Work Product
obtained through the use of the Site at any time in the Company's sole discretion. You will be responsible for Fees incurred under your Account regardless of your awareness of such Fees or the amounts thereof.
The Company may from time to time provide certain Users with promotional offers and discounts that may result in different amounts charged for the same or similar transactions completed through the use of the Site,
and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Site or the Fees applied to you. The Company may use the proceeds of any Fees
for any lawful purpose.
You agree that while using the Site you will comply with the following rules (in addition to the other rules set forth elsewhere on the Site or in this Agreement):
You further agree not to cause, encourage or permit any third party to do any of the foregoing on your behalf or in any way with your assistance or collaboration, including without limitation by providing other
Persons with your Access Methods or by otherwise authorizing any third party to access or use the Site.
You will not violate any Applicable Law in connection with your access to or use of the Site.
Your use of the Site and Content as permitted hereunder shall be solely for your own personal or internal business purposes in accordance with, and subject to the terms of, this Agreement.
You may not use the Site if you are not able to form legally binding contracts (for example, if you are under 18 years of age), or are suspended from using the Site. You will not use the Site
to offer any Work Product that you do not yourself own or have permission to make available in accordance with this Agreement and the applicable License Contract.
Work Product offered or received through the Site may not be used in (or intended to be used in) hazardous environments requiring fail-safe performance, such as any application in which the failure
of the Work Product could lead to death, personal injury, or severe physical or property damage.
You will not: (i) fail to pay for Work Product received by you or fail to deliver Work Product licensed by you unless such failure is in compliance with this Agreement and the policies set forth on the
Site from time to time; (ii) manipulate the price of any Work Product or interfere with the activity of other Users of the Site; (iii) take any action that undermines the Ratings and Reviews on the Site;
(iv) use User contact information obtained from the Site to offer or license any Work Product outside of the Site; (v) post or display contact information on the Site without the Company’s permission,
except as required by Applicable Law; or (vi) use the Site to refer to or promote any other website, sales outside of the Site, or other businesses.
You agree that the Site is only intended for manual use, and you will not access the Site through the use of any "bots" or other software applications that may be used to perform automated tasks or
scripts, including accessing or in any way using the Site. You will not "scrape" the Site or otherwise use any data mining, robots, or similar data gathering or extraction methods in connection with
the Site, and you will not use the Site in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.
You will not (i) link to, mirror or frame any portion of the Site; or (ii) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of
the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site.
You will not submit or transmit to, through or in connection with the Site: (i) any unlawful, inaccurate, misleading, harassing, libelous, privacy invading, abusive, threatening, defamatory,
vulgar, racist, or otherwise harmful or objectionable Content of any kind (including, but not limited to, any Content that depicts nudity, sexual conduct or violence); (ii) any Content that
infringes upon any third party right (including, but not limited to, any copyright, trademark, right of publicity or privacy, or any other intellectual property or similar rights,
as well as rights associated with any recognizable name, voice, person, or image (collectively "Third Party IP")); (iii) any unsolicited commercial messages, spam, bulk communications,
chain letters, or pyramid schemes; (iv) any virus, Trojan horse, worm, time bomb, trap door, disabling code, malware, or other computer programming device the purpose of which is to permit
unauthorized access to, or to destroy, disrupt, disable, distort, otherwise harm, misdirect or impede in any manner any computer, software, hardware, firmware, system, or network;
(v) any political or promotional opinions, in each case, for the purpose of promoting those opinions; (vi) any Content which may constitute or encourage conduct that is fraudulent, a criminal
offense or civil wrong or otherwise violates any Applicable Law; or (vii) any Content which contains any disabling mechanism or protection feature designed to prevent its use by the Company in
the manner contemplated in this Agreement, or which would otherwise render inaccessible or impair the use thereof in any manner.
You will not dilute, tarnish or otherwise harm the Site or the Company's brand in any way, including through unauthorized use of Content, registering and/or using
"Drafting Marketplace LLC" or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names,
trademarks or other source identifiers that closely imitate or are confusingly similar to the Company's domains, trademarks, taglines, promotional campaigns or Content.
In your use of the Site and/or provision or receipt of Work Product, you will not discriminate against or harass anyone on the basis of race, national origin, religion, gender,
gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior.
While accessing or using the Site, you will not impersonate any Person, make any false statement regarding any Person (including but not limited to, any Person's employment, agency or affiliation with any other Person),
or create false identities for any reason. Without limiting the foregoing, you will not seek to manipulate the Ratings and Reviews system in any manner, such as instructing a third party to submit a positive or negative
Review about you or any other User.
You will not take any action that imposes (or may impose, as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on any servers or other infrastructure underlying the Site,
and you will not use the Site in any way that causes (or is likely to cause, as determined by the Company in its sole discretion) the Site or access to or use of it to be interrupted, interfered with, damaged
or impaired in any way, including but not limited to any use of the Site that in any way interferes with or disrupts the Company's ability to provide the Site or any User's ability to access the Site.
You will not (i) use the Site for timesharing or service bureau purposes or otherwise for the benefit of a third party; (ii) sell, lend, rent, resell, lease, sublicense or otherwise transfer to any
third party or commercialize the Site (or any part thereof or Content therein) or any of the rights granted to you by the Company in connection therewith; (iii) access or use the Site in a way intended
to improperly avoid incurring fees or exceeding usage limits or quotas; or (iv) download or copy any Content from the Site for your own benefit or for the benefit of another Person.
You will not use, modify, duplicate, print, transmit or distribute in any manner any Content or any other reports, research, materials, data or other information viewed, accessed or provided on the Site except as
expressly permitted by this Agreement, solely for your personal or internal business use in accordance with, and subject to the terms of, this Agreement.
You will not attempt to gain access to the Site, other Users' accounts, or any computer systems or networks connected to the Site through hacking, password mining or any other similar means.
You will not use any meta tags or any other "hidden text" utilizing any of the Company's names or trademarks without the Company's express written consent.
You will: (i) ensure that Content you submit through the Site (including the storage or transmission thereof) comply with this Agreement and any and all Applicable Laws; (ii) promptly handle and resolve
any notices and claims relating to such Content, including any notices sent to you by any Person claiming that any Content violates any Third Party IP rights and any other notices; and (iii) maintain
appropriate security, protection and backup copies of such Content, which may include, your use of additional encryption technology to protect such Content from unauthorized access.
You represent and warrant that you have the full legal right, power and authority to provide Content (including Work Product), provided in connection with your use of the Site and to grant the rights granted
by you to the Company with regard to such Content in this Agreement.
If after you submit any Content to the Company, you receive any notice or otherwise learn in any way that any of the representations made by you in above were not accurate, complete and not
misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, you will
promptly provide the Company with written notice all relevant facts regarding the same and if appropriate, remove the Content from the Site.
Third Party Content.
The Site may be made available or accessed in connection with third party services and content (including advertising, "Third Party Content"; the providers of such content, collectively, "Third Party Content Providers")
services and content and in no event shall the Company be responsible or liable for any products or services of such Third Party Content Providers. Additionally, each Third Party Content Provider will be a third-party
beneficiary to this Agreement if you access the Site using applications developed for devices provided by such Third Party Content Providers. These third party beneficiaries are not parties to this Agreement and are not
responsible for the provision or support of the Site in any manner. Your access to the Site is subject to all applicable Third Party Terms.
If you visit any linked websites we strongly suggest you review any such agreements, terms, statements, and notices. Whether or not such websites are linked to the Site, we are not responsible for, and this
Agreement is not applicable to, any websites that are not affiliated with or owned by the Company (including, without limitation, any content, use, or practices of such websites). When making payments through the Site,
you will be providing your information, including personal data to one or more third parties, who are solely responsible for processing any payments through the Site. Such payments are subject to any terms and agreements
required by such third party payment processor(s), and the Company is not responsible for such terms, processing such payments, or any act or omission of any such third party processor.
All non-public information regarding this Agreement, the Site (including the functionality and look and feel thereof), the relationship between the parties, the Company, its affiliates, and/or their respective businesses,
and/or the Company's receipt and use of Content, is proprietary to the Company or its licensors (including, without limitation, the Third Party Content Providers), and, as between you and the Company, constitutes the Company's
sole property and confidential information. You will not use such information except as necessary to use the Site pursuant to this Agreement, and will not disclose such information to any third party.
Disclaimer of Warranties.
The Site is intended for personal and internal business purposes only. The Company makes no warranty that the operation of the Site will be uninterrupted or error-free or as to the accuracy, completeness, suitability, or result
obtained from the use of the Site, any Work Product offered therein, or any Content. THE SITE AND ALL CONTENT AND INFORMATION AVAILABLE ON OR VIA THE SITE (INCLUDING, WITHOUT LIMITATION, ALL WORK PRODUCT AND THIRD PARTY CONTENT)
ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR
SEQUENCING OF THE SITE OR THE INFORMATION, CONTENT, PRODUCTS, SERVICES, OR WORK PRODUCT AVAILABLE ON OR VIA THE SITE; AND (ii) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE
OR UNDER ANY OTHER CAUSE OF ACTION.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, THE THIRD PARTY CONTENT PROVIDERS OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, PARTNERS, MEMBERS, CONSULTANTS, ADVISORS, LICENSORS, OR
EMPLOYEES (COLLECTIVELY, "COVERED PERSONS") BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS) ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT, WORK PRODUCT, PRODUCTS, SERVICES OR INFORMATION OBTAINED OR STORED IN OR FROM THE SITE, CONTENT PROVIDED PURSUANT TO THE SITE, OR
TRANSACTIONS ENTERED INTO IN CONNECTION THEREWITH, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ANY COVERED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY REMEDY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ANY COVERED PERSON IN ANY CIRCUMSTANCE EXCEED $100.
Arbitration; Applicable Laws.
By agreeing to this Agreement, you agree that you are required to resolve any claim that you may have against the Company on an individual basis in arbitration, as set forth in this Agreement.
This will preclude you from bringing any class, collective, or representative action against the Company, and also preclude you from participating in or recovering relief under any current or future class,
collective, consolidated, or representative action brought against the Company by someone else.
YOU AND THE COMPANY MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement
to arbitrate ("Arbitration Agreement") is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with the Company ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL
TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided herein, this Arbitration Agreement applies to all Claims (defined below) between you and
any Covered Persons. All Covered Persons shall be considered intended third party beneficiaries of this Agreement.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN YOU AND ANY COVERED PERSON (EACH A "CLAIM" AND COLLECTIVELY, "CLAIMS") SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION
SOLELY BETWEEN YOU AND THE APPLICABLE COVERED PERSON(S). These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising
out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Site, any Work Product made available through
the Site, your relationship with any Covered Person, the threatened or actual suspension, deactivation or termination of your User account or this Agreement, payments made by you or any payments made or
allegedly owed to you, any promotions or offers made or allegedly made by or on behalf of a Covered Person, any Applicable Law, trade secrets, unfair competition, compensation, breaks and rest periods,
expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under
federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform
Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act,
Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by the Company and covered by the Employee Retirement Income Security Act of 1974
or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability
of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided herein.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND THE COMPANY ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT.
This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are
expressly excluded from the requirement to arbitrate.
YOU UNDERSTAND AND AGREE THAT YOU AND THE COMPANY MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS
("CLASS ACTION WAIVER"). YOU UNDERSTAND AND AGREE THAT YOU AND THE COMPANY BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE
OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SECTION 16.5 SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST THE COMPANY, WHICH ARE ADDRESSED SEPARATELY
HEREINBELOW. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve
any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent
necessary to provide relief warranted by that party's individual claims. Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules (hereinafter defined), disputes regarding
the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (a) the
dispute is filed as a class, collective, or representative action and (b) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed
from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
Any arbitration pursuant to this Arbitration Agreement will take place exclusively in Chicago, Illinois. This Arbitration Agreement shall not require arbitration of actions brought in small claims court,
or any action (including, without limitation, actions) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or
violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
This Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of Illinois applicable to agreements made and wholly performed therein.
The Company controls and operates the Site from its headquarters in the United States of America, and the Company makes no claim that the Site may be lawfully used outside of the United States. Access to the Site or
certain Content may not be legal by certain Persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws
of your jurisdiction. You may not use, export, re-export, import or transfer the Site (or any portion thereof or any rights thereto granted by the Company) except as authorized by the applicable laws of the United States,
the laws of the jurisdiction in which you gained access to the Site, and any other applicable law, rule, regulation, administrative, judicial, or governmental order, or legal process (including, without limitation, any
requirements of securities exchanges and self-regulatory organizations, collectively, "Applicable Laws"). In particular, but without limitation, neither the Site nor any portion thereof or any rights thereto may be exported
or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.
By accessing and using the Site, you represent and warrant that you are not located in any such country or on any such list. The Company reserves the right to limit, in its sole discretion, the availability of the Site to any
Person, geographic area, or jurisdiction, at any time.
or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. The Company may assign this Agreement in whole or in part at any time
without your consent. You may not assign this Agreement or delegate any of your obligations hereunder. Any purported assignment of this Agreement in violation of its terms shall be void.
Notice to the Company.
Any notice to the Company that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to
[email protected] or when delivered in person or two (2) business days after mailed by first class, registered or certified mail, postage prepaid, to PO Box 617 Sedalia, MO 65302.
No Waiver of Rights.
Failure of either party to enforce any of its rights under this Agreement will not act as a waiver of such rights.
If any portion of any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect.
Headings used in this Agreement are for convenience only. They do not constitute part of this Agreement.