TERMS OF SALE
This transaction is subject to the following terms and conditions. These terms and conditions, and the terms in the order or invoice to these are attached, form a binding agreement between Razziliance, Inc., a California corporation ("we" or "us") doing business as ProSCALE Legal™, and the purchaser named in the order or invoice ("you").
1. Legal Disclaimer. We are not acting in the capacity of a lawyer. We do not provide legal advice or other legal services that can only be provided by licensed attorneys. There is no attorney-client relationship between you and us; your communications with us will not be protected by attorney-client privilege. While we believe our products and services are complementary or supplementary to the services of lawyers, our products and services are not a replacement for services by such licensed professionals. We encourage you to seek their professional services, including reviewing and helping you further draft any template that you purchase from us and ensuring it complies with applicable laws.
2. Payment. You will pay us the amount stated in the invoice or order form.
3. Products & Delivery. Upon receiving full payment from you, we will provide you with each template and service stated in the invoice or order form. Delivery will be by digital means, unless stated otherwise.
4. No Refunds. All sales are final.
5. License. (a) We possess the copyrights, trademarks and other intellectual property rights in the templates we sell. Each template you purchase from us will come with the following license: We hereby grant you a non-exclusive, worldwide, perpetual (subject to revocation if you materially breach the license), nontransferable, non-sublicensable license to use the purchased template as permitted under the subsection 5(b) ("License").
b) You are permitted under the License to use the purchased template as follows: download, store, modify, or make derivative works from the purchased template in accordance with its functional purpose. For example, if the purchase template is a client agreement, you may use the template as your client agreement. As another example, if the purchased template is a website terms of service, you may use those terms of service as your own for your website. You are further permitted under the License to share the purchased template with your employees, contractors, vendors or other affiliates as necessary for you to receive, use and benefit from the purchased template in accordance with its functional purpose. For example, if the purchased template is a website terms of service, you may transmit a copy to the person who will post it on your website. But your affiliates are not permitted to use the purchased template for their benefit without purchasing their own copy of the template or otherwise acquiring their own License from us.
(c) Except as would otherwise constitute fair use under applicable law, you shall not: (1) publicly perform, distribute, sell, give away, offer to sell, or offer to give away any template you purchase or otherwise obtain from us; (2) otherwise use a purchased template inconsistently with the functional purpose of that document.
(d) You shall pay us a licensing fee at our prevailing rates for each person with whom you share the template, in whole or in part, except as such, sharing is permitted under 5(b).
6. Additional Disclaimers. We sell our products, including templates, "as is." We disclaim all warranties, express or implied, except as stated in this agreement. Although we will use reasonable efforts to furnish accurate and up-to-date information, we do not warrant that any information or templates we provide is accurate, complete, reliable, current or error-free.
7. Foreseeable Damages Only. Neither party will be liable for breach of contract damages that the breaching party could not reasonably have foreseen at the time of the breach.
8. Liability Limited to Amount You Pay. Our total liability arising out of this agreement, this transaction, or any template or service we provide you under this agreement, will not exceed the total amount you paid us under this agreement. This limitation of liability will not apply to liability arising from our willful misconduct.
9. Negotiation, Mediation. If any dispute arising out of this agreement, this transaction, or any template or service we provide you under this agreement ("Dispute") cannot be resolved through negotiation, the parties shall discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.
10. Governing Law. California law governs this agreement and all adversarial proceedings arising out of this agreement, this transaction, or any template or service we provide you under this agreement.
11. Adversarial Proceedings. As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of these terms of service or your membership in the course, a party may bring such a proceeding in the Eastern Division of the United States District Court for the Central District of California, or in a state court of California. You and we each acknowledge that those courts would be a convenient forum.
12. Waiver. Any waiver must be in writing and signed by an authorized representative of the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
13. Entire Agreement. This agreement, including the attached invoice or order form, constitutes the entire understanding between the parties regarding the subject matter of the agreement.