SPEAR IP ALL ACCESS MEMBERSHIP AGREEMENT
-Welcome! This bullet-pointed summary is provided for your convenience but you should absolutely positively read this entire document because it is a binding agreement.
-By selecting “I agree and consent” and/or by enrolling in the Spear IP All Access™ Membership (the “Program”) you are indicating that you have read and agree to the terms and conditions in this Terms of Service and Membership Agreement (the “Agreement”).
-The Program was created to address the legal challenges facing online content creators in the U.S. – those experts in their field who share their expertise with their audiences via blog, podcast, video show, online courses or membership sites (or any combination of the above!) — with an emphasis on protecting creative content/output and branding.
-By proceeding, you understand completely the services that are (and are not) included in the Program.
-You can’t, and won’t, copy, display, redistribute, or otherwise exploit any intellectual property or other content found during your use of the Program except for your own personal use.
-There is a group component to the Program. Be courteous and use your best judgment.
-Hateful, racist, rude, uncompassionate, violent, and/or otherwise unlawful communications (as determined in Spear IP’s sole discretion) will not be tolerated and will be grounds to block you or otherwise immediately terminate your enrollment in the Program.
If you violate this Agreement, your access to the Program may be revoked or terminated, with or without warning.
TERMS & CONDITIONS
This Agreement serves as a binding agreement between you (sometimes referred to as “Client”) and Maria Spear Ollis, Esq. doing business as Spear IP (“Spear IP” “I” or “we”). In exchange for the promises made between you and Spear IP, Spear IP agrees to provide certain specific services, encompassed into the Program, and you agree to all terms, and to abide by all policies, laid out in this Agreement as a condition of your participation in the Program.
Spear IP will provide the services detailed specifically at spear-ip.com/product/spear-ip-all-access/, in exchange for the fee stated on that same page (the “Membership Fee”). This is what is sometimes called a “limited scope engagement,” meaning that you are engaging the services of Spear IP for very specific, limited services. Services do not roll over from month to month or quarter to quarter if not used. Client will be provided with access to an exclusive calendar to schedule applicable phone call(s) included in the Program.
As you can see from the Program description, the Program does not cover every possible legal issue affecting your business online. Also, Spear IP is not a litigation firm. If you choose to file a lawsuit or need an attorney to defend you in a lawsuit, I will happily make recommendations on intellectual property or corporate litigation attorneys.
FEES AND PAYMENT
The Membership Fee is deemed earned when received by Spear IP and will be deposited in Spear IP’s operating account, not an attorneys’ trust account (or “IOLTA”), pursuant to the Tennessee Rules of Professional Conduct. The Membership Fee is to secure Ms. Spear Ollis’s availability over the period covered by the Membership Fee. You will be charged the Membership Fee automatically on a monthly or quarterly basis (depending on the level you selected) until you or Spear IP terminate pursuant to the terms of this Agreement. The Membership Fee excludes fees for any additional services and/or necessary government and/or filing fees, which shall be your responsibility. Spear IP accepts payment via credit card or debit card.
SPECIFIC TERMS FOR FOUNDING MEMBERS
By joining Spear IP All Access™ as a founding member, you will be locked into a discounted Membership Fee for so long as you choose to continue your membership. In exchange for receiving a discounted Membership Fee, you will provide feedback to Spear IP as requested. This is to ensure that the Program provides incredible value to all members!
If you fail to provide requested feedback, Spear IP will give you a heads up via email. If you do not respond to that email within fourteen (14) days, you will have one of the following options: 1) immediately provide the requested feedback; 2) continue with the Program at a full-price rate; or 3) terminate your enrollment in the Program. If you do not expressly choose one of these options within fourteen (14) calendar days of Spear IP’s notice to you that you are not fulfilling the obligations of a founding member, your membership in the Program will be automatically terminated.
As a member of the Program, you become a Spear IP client and form an attorney-client relationship with Spear IP. (None of this “we are not lawyers and by buying a contract template you don’t have an attorney-client relationship with us” garbage that you see on some sites.) The attorney-client relationship forms when you sign up for the Program and submit the applicable Membership Fee. If you terminate or cancel (or fail to submit the fee), the attorney-client relationship between you and Spear IP will immediately end unless you enter into a separate agreement with Spear IP.
Nothing contained in this Agreement or your use of the Program shall be construed to constitute you or Spear IP as a partner, joint venturer, employee or agent of the other. Spear IP’s role to you is that of an independent contractor.
In order to become a member of the Program, you must:
-Be at least eighteen years of age,
-Be a United States resident and/or have a business based in the United States,
-Be legally competent to enter into a binding agreement, and
-Enroll during a permitted enrollment period.
If Spear IP has an ethical conflict of interest with you, you may be denied access to the Program. Spear IP retains the right to reject any member for any reason whatsoever.
Client understands that Spear IP has not promised, and will not be obligated to, perform any services not specifically included in the Program, unless Client makes a request for additional services and that request is accepted by Spear IP. SPEAR IP DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, THE PROGRAM. All legal advice is provided based on the professional legal opinion of Maria Spear Ollis, Esq., licensed to practice law by the states of New York, Tennessee, and Michigan.
Public forums may be available through the Program. If you use a public forum and disclose personally identifiable information, you should be aware that such information could be read, collected or used by other users. Spear IP is not responsible for the personally identifiable information you choose to submit in public forums. You are and shall remain solely responsible for the content you post on these forums and for the consequences of submitting and posting such things. You should be skeptical about information provided by others, and you acknowledge that the use of any content posted by others in the Program is at your own risk. As group trainings and related Q&A are included in the Program, Client must use common sense when it comes to disclosing privileged or confidential information in any group setting and Client will refrain from posting or stating such information. Any disclosure of confidential information may result in waiver of the attorney-client privilege and/or any contractual obligations regarding confidentiality.
MODIFICATION/SUSPENSION OF THE PROGRAM.
Spear IP reserves the right at any time and from time to time to modify or suspend, temporarily or permanently, the Program or any part of the Program, including, but not limited to, adjusting the services included, limiting participation, and/or closing membership, with or without notice. In the event of such temporary or permanent suspension of the Program, Spear IP will issue an applicable pro-rated refund. You agree that Spear IP will not be liable to you or any third party for any modification, suspension or discontinuance of the Program or any service.
You may terminate representation and/or participation in the Program at any time by notifying [email protected] in writing of your desire to do so. When I receive your notice to terminate representation, I will stop all legal work on your behalf immediately. Any termination does not relieve you of the obligation to pay amounts owed for fees and expenses described in this Agreement, or as otherwise agreed in writing by you and I, incurred through the date of termination. Fees owed upon termination will be determined on a pro-rata basis based on the amount and substantiality of the services rendered as of the termination date. (For refund policy regarding the Program, see below.)
Spear IP may terminate representation of you, and withdraw as your counsel, if:
a) I discover any conflict of interest;
b) You fail timely pay any amounts required to be paid under this Agreement;
c) I discover that you have made any misrepresentation of fact in connection with the legal services for which you have engaged Spear IP;
d) You act in such a manner that, in my discretion, I deem it necessary to terminate;
e) You fail to heed my advice or recommendations or otherwise do not cooperate with me; or
f) You and I have a disagreement over what legal matters Spear IP is supposed to be handling for you.
As stated above, if for any reason you wish to cancel your enrollment in the Program, you can do so at any time, and when you cancel you will not be billed again. Note, however, that cancellation will not refund any payments made as of the date you submit your cancellation request. No refunds will be issued for this program, due to the nature of the products and services included in the Program.
If you wish to engage Spear IP for additional services beyond those provided in the Program (“Additional Services”), you must specifically state as much in an email to Maria Spear Ollis, and a short contract addendum will be sent to you for review and signature. Representation will specifically consist of those additional services listed in that contract addendum, and representation will terminate on those additional services once they have been provided. In consideration for those Additional Services, you must pay the applicable fee and any related out-of-pocket costs or filing fees for those Additional Services in advance. Essentially, in accordance with the Tennessee Rules of Professional Responsibility, all advance fees are deposited into a special account – called an attorneys’ trust account or IOLTA – once received by you. Once Spear IP provides Additional Services, the fee will be deemed “earned” and transferred out of the trust account. All expenses Spear IP incurs or advances in connection with providing any services will be billed to you – such as Copyright Office or Trademark Office filing fees. At the end of any period in which Additional Services are provided, an invoice will be generated and provided to you. All invoices are sent via email unless you notify Spear IP in writing of your desire to receive a paper copy, and all balances are due upon receipt of invoice. Please inform Spear IP of any questions or complaints about any invoice immediately after it is sent to you. If no comment about the invoice is received within fourteen (14) days of the invoice date, I will assume that you have seen it and find it acceptable. All payments are due upon receipt of invoice.
All documents, including written legal opinions, writings, templates, recordings (whether audio, visual, or audiovisual), presentations, courses, content, slide shows, text, literature, graphic designs, other designs, action plans, contracts, detailed instructions, and other materials created or provided by Spear IP in the course of providing the Program (“Program Materials”) are the sole and exclusive property of Spear IP and/or its licensors, is protected under applicable copyright, trademark, and other proprietary rights, and may be considered privileged and/or attorney work product. You may only use the Program Materials as expressly permitted by this Agreement. You may use the Program Materials solely in connection with your own business. Unauthorized copying, distribution, publication, modification, other use, or making available any Program Materials for use or viewing by others – for example, sharing contract templates with friends or colleagues for their use or manipulation or allowing a non-member access to the content available through the Program – is strictly prohibited. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works (or “spin-offs”) from — or transfer, sell or otherwise exploit or infringe on — any portion of the Program, or on any intellectual property rights related to any Program Materials, or any products, or services obtained from or otherwise transmitted through the Program. Any violation of this Section will be grounds for termination, with or without notice, and all other available legal action.
Client’s own participation is integral to Client’s success and enjoyment of the Program. Spear IP will help to guide the Client and will perform its obligations as to the Program, but Client understands and agrees that Client must take all actions necessary for the successful performance of the Program.
If circumstances beyond the control of Client or Spear IP make performance of the services included in the Program impossible – including, but not limited to, medical emergency, fire, flood, tornado or other act of weather, riot, war, and/or insurrection – all terms of this Agreement will be suspended until Spear IP may resume performance of the Program.
If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The invalidity or unenforceability of any provision in this Agreement will not affect or impair the enforceability of any other provision.
Spear IP’s failure to insist on or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right, or of any subsequent breach. Any waiver of this Agreement by Spear IP must be in writing and signed by an authorized representative of Spear IP.
Spear IP may assign this Agreement to a successor-in-interest. Any other assignment or attempted assignment made by Client or Spear IP will be void ab initio.
COMPLIANCE WITH LAWS AND PROHIBITED USES
You will comply with all applicable laws regarding your use of the Program. You assume all knowledge of applicable law and are responsible for compliance with all such laws. You are prohibited from using the Program in any way that violates applicable state, federal, or international laws, regulations, or other government requirements. You are further prohibited from:
-Sharing your username and/or password with any other user or any third-party;
-Crossing appropriate boundaries – either with Spear IP or with other users of the Program – (where appropriateness will be determined by Spear IP in its sole discretion) including, but not limited to, unsolicited tagging, spamming, communicating with, or otherwise contacting other users (or Spear IP) in connection with your business endeavors, campaigns, multi-level marketing endeavors, or otherwise;
-Using the Program for any commercial uses or for the benefit of any third party, including, but not limited to, the sale of or permitting unauthorized access to the Program, Program Materials, or any related content;
-Posting or transmitting material through the Program that violates or infringes in any way on the rights of others, including, without limitation, any copyright, trademark, patent, trade secret, moral right or other intellectual property right, right to privacy, right of publicity, or personal, contractual, proprietary or other third-party right of Spear IP or any other person or entity;
-Posting or transmitting material through the Program that impersonates another or is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, filthy, excessively violent, harassing, racist, or otherwise objectionable;
-Posting or transmitting material through the Program that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
-Without permission from Spear IP and/or its agents. posting or transmitting material through the Program that is an advertisement for goods or services or a solicitation of funds;
-Posting or transmitting material through the Program that includes personal information such as messages that identify phone numbers, social security numbers, account numbers, addresses, or employer references;
-Posting or transmitting material through the Program that contains a formula, instruction, or advice that could cause harm or injury; material that is a chain letter or “spam” of any kind;
-Posting or transmitting material through the Program where the licensed use of that material by Spear IP would result in Spear IP having any obligation or liability to any party; or
-Posting or transmitting material through the Program that could be used to facilitate mail abuse or unsolicited email of any type (spam).
Spear IP reserves the right to refuse service, terminate membership, revoke access or otherwise take action against you for violation of this Section or any terms of this Agreement.
APPLICABLE LAW; VENUE
The laws of the state of Tennessee, without regard to conflicts of laws principles, will govern this Agreement and any dispute that may arise between you and Spear IP or its affiliates. Any and all disputes arising under or related to this Agreement must be settled in a court of competent jurisdiction in Nashville, Davidson County, Tennessee.
By proceeding to enroll in the Program, you agree that you understand and have thoroughly reviewed this Agreement before signing it, or that you have had ample opportunity to review it and have it fully explained to you.
If you have any questions regarding this Agreement, please contact us.