License Terms2018-10-01T20:43:46+00:00

License Terms

Effective as of October 1, 2018.

If you purchase a Template from the Website, then we will grant you a limited license to use the same in accordance with these License Terms.

Please don’t violate these terms. Doing so would be a breach of contract; plus, it’s not very nice.

Definitions

For purposes of these terms, the following definitions shall apply:

  • “License Terms” means the license terms described on this page.
  • “Template” means a contract template purchased by you on this Website.
  • “We,” “us,” “our,” and similar references (regardless if capitalized) mean Venture Legal, LLC, a Missouri limited liability company.
  • “Website” means this website, venturelegalkc.com.
  • “You” and similar references (regardless if capitalized) means you, an individual. However, if you purchase a Template on behalf of a business entity, then “you” means your business entity.

Applicable Policies

Please note that your use of this Website is subject to our Terms of Use (available here) and Privacy Policy (available here).

What You Can Do

Upon your full payment for a Template through the Website, we automatically grant you a limited license to use the Template as follows. You may:

  • Save the Template for your own use.
  • Fill in the blanks in the Template for your own use.
  • Edit the Templates for your own use.
  • Present a filled in Template to the other party in your transaction (and to related parties such as attorneys, advisors, and subcontractors) for their review, negotiation, editing, and signing.
  • Exercise these rights anywhere in the world, an unlimited number of times, with or without attribution to us.

What You Cannot Do

Restrictions
You cannot do any of the following:

  • Share the Template with a third party, except as allowed above.
  • Make the Template publicly available to one or more third parties (for example, don’t make it available for download online).
  • Sell the Template, assign your license, or sublicense your rights in these License Terms, to any third party.
  • Create any derivate work using all or any portion of the Template which is then shared, sold, or licensed, to third parties.
  • Take any action to indicate that you own the copyright to the Template.
  • Use the Template in any way which is libelous, slanderous, or otherwise defamatory, illegal, obscene, or indecent.
  • Use the Template in any manner not permitted in these License Terms.

Breach
If you share the Template with a third party in a manner not permitted in these License Terms, and that third party uses the Template or exercises any of the rights in these License Terms without purchasing the same, then we may invoice you for such use at the then current purchase price and you shall pay the purchase price for that third party user.

Termination for Breach
If you breach any provision in these License Terms, then we may terminate the license granted to you and we shall not have any obligation to refund your purchase price. Upon such termination, you shall immediately cease all future uses of the Template and all rights granted to you in these License Terms shall become immediately null and void.

We Own The Templates

Your purchase of a Template does not constitute any assignment or transfer of ownership of the Template (or underlying intellectual property) to the same.

For clarity, we own and shall continue to own, the Template and all underlying intellectual property, including copyright to the same.

Attorney-Client Relationship

Purchasing a Template does not create an attorney-client relationship. It does not make us your lawyer. It does not make you our client. It is strictly a business transaction in which you are buying a word document to fill in, edit, and use as you see fit, just as you would if you purchased a contract template book from your local book store or elsewhere online.

If you are (or have previously been) a client of Venture Legal, LLC (as evidenced by signing an engagement letter with the law firm), then your purchase of a Template falls outside of your attorney-client relationship with the firm and its attorneys.

Payment

The purchase price for each Template is listed on that Template’s product page. Except as otherwise permitted by us, you shall not use any Template until you have paid the purchase price for the same.

Disclaimers & Limitations of Liability

***THIS SECTION IS IMPORTANT. YOU SHOULD READ IT.***

  • We do not provide any express warranties or representations with respect to the Templates and disclaim any and all imputed warranties and representations with respect to the same, including without limitation all warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement.
  • We do not make any guarantees regarding the sufficiency or applicability of a Template for your particular situation.
  • Your sole remedy for dissatisfaction with the Template is to terminate the license granted to you in these License Terms.
  • Neither us nor any of our affiliates, licensors, or the owners, members, directors, officers, employees, contractors, or agents of any of the same (“Affiliates”) shall be cumulatively liable for any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue, or data to you or any third party arising from your use of the Template.
  • Subject to the other limitations in the policies, our liability (if any) as well as the liability of any of our Affiliates (if any) shall be limited to the sums paid by you to us or our Affiliates when you purchased the applicable Template.
  • These limitations of liability shall apply regardless of whether you base your claim on contract, tort, statute or any other legal theory; we knew or should have known about the possibility of such damages; or the limited remedies provided in these License Terms fail of their essential purpose.
  • Certain state laws do not allow limitations on implied warranties or the exclusion of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, and limitations, may not apply to you and you may have additional rights.

Arbitration

If a dispute arises between you and us related to your use of a Template, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited) and shall be administered by the American Arbitration Association (“AAA”). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings shall be held in Jackson County, Missouri, USA.

Notwithstanding the agreement to arbitrate above, both you and us may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Templates or intellectual property infringement (for example, trademark, trade secrets, copyright, and patent rights) without first engaging in arbitration.

CLASS ACTIONS ARE PROHIBITED: All claims, including without limitation all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

Miscellaneous

Governing Law; Jurisdiction; Venue; & Waiver of Jury Trial
These License Terms shall be governed by and construed in accordance with the laws of Missouri, excluding its conflict of law principles. For any dispute arising out of or related to these License Terms which is not subject to the arbitration requirements above, the parties consent to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, and, when applicable, the U.S. District Court for the Western District of Missouri. The parties each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected or related to these License Terms.

Entire Agreement; Severability; Waiver
These License Terms set forth the complete and entire agreement between you and us relating to your use of the Templates and supersede all other negotiations, proposals, or agreements, whether oral or written, previously discussed or entered into between you and us related to your use of the Templates. To the extent the terms in these License Terms conflict with our Terms of Use or Privacy Policy, the terms in these License Terms shall control. Each provision of these License Terms shall be treated as separate and independent from the other provisions and the unenforceability of one shall not impair the enforceability of the others. The failure or delay by us to exercise any right or remedy set forth in these License Terms will not operate as a waiver thereof. The waiver by us of a breach of any provision in these License Terms will not operate as a waiver of any subsequent breach. No waiver by us will be effective unless and until it is in written form and signed by us.

Assignment
We may assign our rights and obligations in these License Terms at any time, for any reason, without notice to you.