LIMITED LICENSE AND MEMBERSHIP AGREEMENT
Last updated January 2, 2022
I agree to subscribe to membership in one or more programs offered by Coffee and Contracts LLC (“the Company”). I understand that, as part of my membership, I agree to the following:
I am making a(n) one-month commitment from today’s date (“Commitment Period”) to the Company I am obligated to pay a monthly or yearly Membership Fee to the Company during this Commitment Period. I agree to keep a valid credit card on file with the Company to honor my obligations. I understand that my credit card will be charged monthly, on or about the same date each month, based on the subscription program in which I am then enrolled. I also understand the card may be charged for any additional program(s) in which I enroll and for any additional products or services I choose to purchase.
- I may cancel my subscription at any time, and I will continue to have access to the content through the billing cycle.
- If my cancellation request is received after business hours it will be processed the following business day.
- For any declined payment which I do not cure within seven (7) days of notice to me, I will lose access to my membership and content.
- If I default on my obligations, I agree that the full amount remaining due under this contract shall become due and payable and may be charged to my credit card.
- After my Commitment period, this Agreement will renew on a month-to-month or yearly basis and the Company will continue to charge my credit card monthly or yearly depending on my membership.
- Prices on all products and services are subject to change at the Company’s sole discretion at any time outside my Commitment Period.
- I may not give away my username or password to anyone unauthorized to access the site. By doing so my access to the site and materials may be revoked.
- I may not allow or grant permission to other companies or individuals to repurpose Content for commercial, promotional, endorsement, advertising, or merchandising purposes.
- I agree that I will not represent the templates, images, or copy contained within the membership as my own creations.
- I or the Company may choose to discontinue my enrollment at any time. I understand there are no refunds for unused products or services.
- Unless I have purchased a Multi-License Plan, I may not use the content for other people, other businesses, or other accounts, and social media platforms. I understand that each subscription is an individual account for one (1) sole member. If I am using content for others and I have not purchased a Multi-License Subscription, a separate subscription must be purchased for each client/account. One (1) usage license is granted per purchase.
Intellectual Property: I understand that the Company is granting me a non-exclusive, non-transferable, non-assignable, revocable right to use its graphic designs, images, and copy (the “Licensed Materials”). The Company shall retain title to and all rights in the all of the Company’s content and related services including without limitation all intellectual property, know-how, or rights therein, including, without limitation any patent, copyright, trade secret, trademark, and other proprietary rights, within the Licensed Materials.
Assignment. I may not assign any of my rights under this Agreement without the Company’s prior written consent.
Member Obligations. The Company reserves the right to monitor my use of the Licensed Materials so as to verify I am performing my obligations in accordance to the terms and conditions herein. The Company has the right to terminate this Agreement immediately if the Company, at its sole discretion, determines that my use of the Licensed Materials is unsuitable or if my use of the Licensed Materials:
1. Promote(s) sexually explicit materials;
2. Promote(s) violence;
iii. Promote(s) discrimination based on race, sex, gender identity, religion, nationality, disability, sexual orientation, or age;
3. Promote(s) schemes or other services that harm the Company’s brand or have no tangible business value.
4. Promote(s) activity or language that we deem inappropriate or undesirable for our audience;
5. Incorporate(s) any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
vii. Contain(s) designs or statements, explicitly or implied, in a manner that resembles our website or could lead customers to believe I am an agent or representative of Coffee and Contracts LLC;
viii. Contain(s) software downloads that potentially enable diversions of business or commission from other Members in our program;
6. Are/Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion.
GENERAL DISCLAIMER OF WARRANTIES: I UNDERSTAND AND AGREE THAT THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE LICENSED MATERIALS OR ANY RESULTS TO BE ACHIEVED THROUGH USE OF THEM. I UNDERSTAND AND AGREE THAT THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND THAT THE LICENSED MATERIALS WILL MEET MY REQUIREMENTS.
LIMITATION OF LIABILITY: I UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR INDEMNIFICATION WHATSOEVER EXCEED THE MEMBERSHIP FEES PAID BY ME TO THE COMPANY. FURTHERMORE, I UNDERSTAND AND AGREE THAT THE COMPANY SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Dispute Resolution: If disagreements cannot be resolved between me and the Company, we shall submit such disagreement to mediation before a mediator agreed upon between the parties. The parties agree that they will participate meaningfully in the mediation. The parties further agree that during this dispute resolution process, they shall each keep the dispute confidential. Any mediation between the parties to this Agreement shall be held in Pinellas County, Florida.
If the parties cannot resolve their differences in mediation, they will submit the dispute to binding arbitration. The rules of the arbitration shall be agreed upon by the parties prior to the arbitration and based upon the nature of the disagreement. To the extent that the parties cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the time the arbitration is commenced and except as the applicable rules are modified by this Agreement, shall apply. The proceedings shall be held in Pinellas County, Florida. Any mediation and/or arbitration proceeding hereunder shall be conducted on a confidential basis. Judgment of the arbitrator shall be final and may be entered in any court of competent jurisdiction.
Any claim which is beyond the scope of the arbitration provision, may be submitted by any affected party to a court of competent jurisdiction located in Pinellas County, Florida and each party hereby agrees, and irrevocably consents to exclusive and sole jurisdiction and venue in such courts for all such disputes and litigation arising under or relating to this Agreement.
Waiver of Jury Trial. I IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT I MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. I CERTIFY AND ACKNOWLEDGE THAT I HAVE CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND I MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY.
Mutual Non-Disparagement: I agree that neither the Company nor I will make or induce others to make any negative, critical, or adverse remarks, whether written or oral, concerning one another, or any of the Company’s affiliated entities, officers, directors, employees, publications, products, or services, except if testifying truthfully under oath pursuant to a lawful court order or subpoena.
Governing Law: This Agreement shall be governed by, enforced, and construed in accordance with the laws of the State of Florida without regard to or application of conflict of law rules or principles. The parties agree that the terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply to this Agreement.
Costs and Attorneys’ Fees: In the event of any dispute or arbitration hereunder, the prevailing party shall be entitled to recover its costs and disbursements incurred, together with reasonable attorneys’ fees to be fixed by the arbitrator or court at arbitration, trial or on appeal.
Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
Express Reservation. The Company reserves the right to change any conditions of this contract at any time. Change notices will be sent to me by email at the email address listed below. I am responsible for complying with any changes to the Agreement within ten (10) calendar days from the date of change. If I do not terminate the Agreement within those ten (10) calendar days I will be deemed to have accepted of the changes to this Agreement.