Last Updated: September 9, 2021 (v1)
These terms and conditions (together with any documents referred to in them) (the “Terms”) constitute a legal agreement between you (“you” or “your”) and Contract Nerds United, LLC (“us” or “we”) regarding your use of all Contract Nerds™ websites, including content, functionality, and related services offered through the Contract Nerds websites (collectively, the “Website”).
IF YOU DO NOT UNDERSTAND OR AGREE TO ANY OF THESE TERMS, YOU MUST IMMEDIATELY LEAVE THE WEBSITE WITHOUT FURTHER ACCESSING OR USING ANY PART OF THE WEBSITE.
1. Blog Content
The Website offers informative content and materials written and created by us or by guest authors who are invited to submit guest content to be shared through the Website (“Blog Content”). Unless otherwise mutually agreed to by us and the guest author in writing, guest authors transfer any and all intellectual property rights and ownership in your Blog Content to us.
If you are a guest author, you represent and warrant that:
- you own or control all rights in and to your Blog Content and have the right to grant us the rights granted above;
- your Blog Content does and will not infringe on any third party’s intellectual property rights; and
- all of your Blog Content does and will comply with these Terms.
We reserve the right to use, accept or reject, edit or remove, Blog Content at any time and for any purpose, in our sole discretion and without notice to you.
2. Interactive Features
The Website may contain message boards, personal web pages or profiles, forums, comment boxes, or other interactive features (collectively, “Interactive Features”) that allow you to post, submit, publish, display or transmit to other persons, content or materials which exists outside of any Blog Content (collectively, “User Content”), on or through the Website. Any User Content you post to the Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose.
You represent and warrant that:
- you own or control all rights in and to the User Content and have the right to us the rights granted above; and
- all of your User Content does and will comply with these Terms.
We have the right to remove or refuse to post any User Content for any reason in our sole discretion.
3. Newsletter Subscription
You have the option to subscribe to our newsletter containing Blog Content and other information, materials, resources and upcoming events, about or related to contracts (“Newsletter”). Subscription to our newsletter is not mandatory to otherwise access and use the Website. Newsletters are sent out via email periodically to subscribers only.
5. Prohibited Uses
You represent and warrant that you will only access or use the Website for lawful purposes and in accordance with the Terms. You will not access or use the Website to:
- Upload or transmit content that violates the privacy, intellectual property, or other proprietary rights of any third party;
- Harm the goodwill or standing of us or any of our clients, partners, attorneys, employees, affiliates, agents, contractors, or representatives;
- Attempt to interfere with any other user’s access to or use of the Website;
- Transmit or attempt to transmit viruses, trojan horses, worms, malicious code, or other harmful or destructive content;
- Attempt to probe, scan, test, or violate the security features of the Website or of any associated system or network, or obtain unauthorized access to any of the Website’s stored materials or other information, including subscriber’s personal information; or
- Display or communicate anything on the Website or to other users anything that contains profanity or is disrespectful, unlawful, misleading, or discriminatory.
However, we can neither review all material before it is posted on the Website nor ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third parties. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
We may also modify or discontinue the Website at any time and without notice to you. You agree that we will not have any obligation with respect to any unavailability, modification, or discontinuance of the Website.
7. No Legal Advice, Attorney-Client Relationship or Privilege
We provide the Website to you and other users for informational purposes only. Any reliance you place on such information is strictly at your own risk.
THE WEBSITE DOES NOT CONTAIN, AND SHOULD NOT BE INTERPRETED AS, LEGAL ADVICE OR OPINION.
YOUR ACCESS TO OR USE OF THE WEBSITE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND US OR YOU AND NADA ALNAJAFI.
ANY INFORMATION TRANSMITTED TO YOU FROM US VIA THE WEBSITE IS NOT AN ATTORNEY-CLIENT COMMUNICATION. YOU ACKNOWLEDGE AND AGREE THAT INFORMATION YOU PROVIDE TO US MAY NOT BE PROTECTED BY ATTORNEY-CLIENT PRIVILEGE BECAUSE YOU ARE NOT OUR CLIENT.
You must not directly or implicitly represent to any third party that we or our founder, Nada Alnajafi, Esq. represents you or is in any way involved in your matter. That means that we may not be able to treat information you provide to us as privileged if we already, or in the future, represent a party with interests adverse to you. You may not copy us, or any of our attorneys, employees or representatives, on any emails or other written communication, in a way that could reasonably be interpreted by any third party to mean that we legally represent you.
Further, these Terms do not create any agency, partnership, joint venture, or employee-employer relationship between you and us.
8. Your Personal Information
9. Opting Out
By providing your email address, you consent to receive email communications from us, until or unless you opt-out. If you no longer wish to receive email communications from us, click the “Unsubscribe” button at the bottom of our emails. After doing so, you should receive an email confirmation of your cancellation request and, within 3-5 business days, you should stop receiving emails from us.
10. Intellectual Property Ownership and Rights
The Website (including all content, information, software, text, displays, images, video and audio) and all of its designs, functionalities, services, domain names, brand names (including Contract Nerds™ and Contract Redlining Etiquette™), and all other intellectual property used or displayed in connection with the Website (collectively, “Intellectual Property”), are owned by us or our licensors, and are protected by United States and international laws regarding copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights. Blog Content and User Content are solely owned by us, unless otherwise expressly agreed to in writing.
You are permitted to use the Website for your personal, non-commercial use only, or legitimate business purposes related to your role as a current or prospective user, guest author, contributor, or partner. You must not modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any of the material on our site without our prior written consent, except to:
- Store copies of such materials temporarily in RAM.
- Store files that are automatically cached by your web browser for display enhancement purposes.
- Print a reasonable number of pages of the Website for permitted use.
- Repost on social media.
You must not:
- Modify the paper or digital copies of any materials from the Website.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, and other proprietary notices or notices of author attribution appearing on such materials.
If you print, copy, modify, download, or otherwise use any part of the Website in breach of the Terms, your right to use the Website will cease immediately and automatically, and you must return or destroy any copies of the materials you have made upon our request. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. No right, title, or interest in or to the Website or any Intellectual Property is transferred to you, and we reserve all rights not expressly granted.
11. Third Parties
You acknowledge that any communications you share with third parties via the Website, whether by email or otherwise, are not private. Third parties may read such information with or without your knowledge. We reserve the right to use such shared communication for any purpose and you agree that any such communication will be non-confidential and non-proprietary.
Any links to third party sites, content and resources (including banner advertisements and sponsored links), provided through the Website are provided for your convenience only. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access or use any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
12. Disclaimer of Warranties
WE HEREBY DISCLAIM ALL WARRANTIES. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OPERATION OF THE WEBSITE MAY NOT BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ALL HARMS, WHETHER TO YOU OR TO ANY THIRD PARTY, ARISING OR RESULTING FROM YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION AS IT RELATES TO ANY DAMAGE TO YOUR SYSTEMS, INFORMATION, OR DATA.
13. Limitation of Liability
OUR LIABILITY IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF ANY ADVICE OR NOTICE GIVEN TO US, ARISING OUT OF OR RELATING TO YOUR ACCESS OR USE OF THE WEBSITE. ANY OTHER CLAIMS, LOSSES, OR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE OR RELATED MEDIA SHALL BE LIMITED TO $500. YOU AGREE THAT BECAUSE WE OFFER THE WEBSITE TO YOU FOR FREE, THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
You agree to defend, indemnify, and hold harmless us, our founder, our employees, owner, agents, licensors, partners, and contractors (“Indemnitees”), from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of these Terms or violation of any law or third-party right; (b) your unauthorized use of the Website or related media; or (c) any content you upload or submit to us. The Indemnitees will have the right to participate with their choice of counsel in any defense by you under this section.
15. Termination and Survival
In the event you breach or violate these Terms or our policies, these Terms and all licenses granted in accordance with these Terms will automatically terminate without notice to you. In our sole discretion, we reserve the right to deny any person access to or use of the Website for any reason without notice or liability. Sections 7, 11, 13 and 14, will survive any termination of these Terms.
16. Dispute Resolution and Binding Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES BINDING ARBITRATION AND CONTAINS A WAIVER TO ANY JURY TRIAL OR CLASS ACTION SUIT.
Any dispute, claim, action, or controversy arising out of or related to a) these Terms or b) your access to or use of the Website, will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except for any equitable or injunctive relief sought by us under these Terms. Prior to submission to arbitration, the parties agree to engage in a good faith effort to resolve the matter through mediation. If the parties are unable to resolve the matter within 60 days, then one of the parties shall initiate arbitration. Such dispute, claim, action, or controversy will be resolved on an individual basis and not in a class, consolidated, or representative action.
Nothing in this section prevents us from seeking injunctive or other equitable relief from the courts (pursuant to Section 16 below) as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SEEK AND OBTAIN OTHER AVAILABLE DISPUTE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, TO SETTLE ANY DISPUTES OR CLAIMS. THE RULES IN ARBITRATION ARE DIFFERENT. THERE IS NO JUDGE OR JURY. ALTHOUGH REVIEW IS LIMITED, AN ARBITRATOR CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS WOULD BE AVAILABLE IN COURT AND MUST ENFORCE THE SAME LIMITATIONS STATED IN THESE TERMS AS A COURT WOULD.
17. Governing Law and Jurisdiction
These Terms will be governed by, and construed in accordance with, the substantive and procedural laws of the State of California without regard to its conflict-of-law principles.
For claims of injunctive or equitable relief sought by us under these Terms, you agree to submit to the exclusive jurisdiction of and venue in the state and federal courts of Los Angeles County, California. You further agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Entire Agreement
19. Severability and Waiver
If any part of these Terms are held invalid or unenforceable, such part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may not assign or transfer these Terms or any of your rights and obligations hereunder. Notwithstanding the foregoing, these Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
21. Notice and Contact Information
The Website is virtually operated by Contract Nerds United, LLC, which does not have a physical address.
Send all notices required by these Terms and all other feedback, comments, requests for consent or technical support, and other communications relating to the Website to: Nada Alnajafi at firstname.lastname@example.org.
IF YOU DO NOT UNDERSTAND OR AGREE TO ANY OF THE PRECEDING STATEMENTS, YOU MUST IMMEDIATELY LEAVE THE WEBSITE WITHOUT FURTHER ACCESSING OR USING ANY PART OF THE WEBSITE