CLA

CONTENT LICENSE AGREEMENT

Effective Date: April 20, 2008

GetFound Consulting (“GFC”) IS WILLING TO GRANT YOU RIGHTS TO USE THIS SITE AND A LICENSE FOR THE CONTENT SPECIFIED HEREIN ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY USING THIS SITE, YOU ARE INDICATING YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN GFC IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES DELIVERED BY THIS SITE.

We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through the Legal link on this site’s home page and by giving you prior notice of such amendments. Your continued use of this site after notice of a modification indicates your acceptance of the amended Agreement. You should check this Agreement through this link periodically for modifications by scrolling to the bottom of the page for a listing of material changes and their effective dates.

1. Parties. The parties to this Agreement are you, the licensee (“You”), and the owner and operator of this web site: GetFound Consulting, a Maryland corporation (“GFC”). All references to “we”, “us”, “this web site” or “this site” shall be construed to mean GFC. If the user is not an individual, then “You” means Your company, its officers, members, agents, successors and assigns.

2. Eligibility; License Grant For Content.

2.1 Subject to the terms of this Agreement, You are granted non-exclusive rights access to download and use the text files consisting of legal documents and GFC PDFs and text files (“Content”) only for purposes of (i) use for Your own internal business purposes, or (ii) use in your professional practice at a single business location provided such use is incident to providing legal services within an attorney-client relationship.

2.2 Licenses are not available to minors under the age of 18 years of age and any user that has been suspended or removed from the system.

3. Use Restrictions For Content. You may copy, modify, and transfer the Content to others provided such use is consistent with the license grant provided above; however, You are not authorized (i) to resell or sublicense the Content, (ii) to distribute, transmit, or publish the Content to the public, either with or without valuable consideration, in any form, format, or method, including without limitation, by posting on the Internet, or (iii) otherwise to use the Content as part of a product or service for any commercial use or purpose, either with or without valuable consideration. If you are not a licensed attorney, You are not authorized to use the Content for the benefit of others.

4. Eligibility. Licenses are not available to minors under the age of 18 years of age and any user that has been suspended or removed from the system. You may not have more than one active license.

5. Subscription License Term. The term of the license granted herein shall be on a subscription basis with a term of one (1) year. After the expiration of the subscription term, You may purchase a renewal license in accordance with the terms and conditions posted at the getfoundconsulting.com web site.

6. Restrictions Regarding Sharing of Identification and Password Codes. You shall be issued a unique identification and/or password codes for use in accessing the getfoundconsulting.com web site during the term of Your subscription license. You agree to safeguard Your identification and/or password codes. You may share Your identification and/or password codes with others in your company or organization, provided that all sharing and use, including Your use, is limited to employees who work out of a single location or site. You shall not transmit or share Your identification and/or password codes with others who work outside your business location.

7. Ownership. GFC and its suppliers own the Content and all intellectual property rights embodied therein. The Content is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

8. Registration Data. Registration is required for you to download Content from this site. You agree (i) to provide certain current, complete, and accurate information about You as prompted to do so by the registration form (“Registration Data”), and (ii) to maintain and update such registration information as required to keep such information current, complete and accurate. You warrant that your Registration Data is accurate and current, and that You are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, not current or incomplete, GFC retains the right, in its sole discretion, to suspend or terminate rights to use the services. Solely to enable GFC to use information You supply us internally, so that we are not violating any rights You might have in that information, You grant to GFC a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by GFC’s computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by GFC, in each case by any method or means or in any medium whether now known or hereafter devised.

9. Privacy Policy. Registration Data and certain other information about You is subject to our Privacy Policy which may be accessed from the this site’s HOME PAGE.

10. Technical Support. GFC shall answer questions by email and telephone regarding the use of the web site and the materials licensed hereunder.

11. Money-Back Guarantee. GFC offers a money back guarantee under terms and conditions provided on this web site. If You are not satisfied with the licensed materials for any reason, you may receive a complete refund in accordance with such terms and conditions.

12. Warranty Disclaimer. THIS SITE AND ALL INFORMATION CONTAINED ON THIS SITE, AND ALL GOODS AND SERVICES OBTAINED THROUGH THIS SITE, ARE PROVIDED ON AN “AS IS” BASIS FROM GFC AND ITS INFORMATION PROVIDERS. GFC AND ITS AFFILIATES AND CONTENT PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THIS AGREEMENT, THE PERFORMANCE OF THE SERVICES AVAILABLE ON THIS SITE, THE OPERATION OF THE SOFTWARE AVAILABLE ON THIS SITE, THE TRANSACTIONS PERFORMED ON THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH OF GFC AND GFC’S AFFILIATES AND CONTENT PROVIDERS DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR P URPOSE, TITLE AND/OR NONINFRINGMENT.

13. Special Disclaimers.

13.1 This site provides articles, newsletters, and Content for informational purposes only, as a tool for persons to engage in their own business practices.

13.2 This site is not a substitute for the advice of an attorney. This site does not review any of your answers to questions for sufficiency, provide legal advice, or analyze applicable law and apply it to your specific requirements. Accordingly, if you need legal advice for a specific issue, or if your specific matter is too complex to be addressed by our automated software tool, you are advised to seek the advice of an attorney.

13.2 This site, Allison Duncan, any contributors, and the affiliates of this site specifically disclaim any liability, loss, or damage arising out of your use of this site, its services, and Content.

14. Limitation of Liability. IN NO EVENT WILL GFC OR ANY GFC SUPPLIER OR AFFILIATE BE LIABLE OR RESPONSIBLE TO YOU OR ANY PERSON FOR ANY TYPE OF SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR LOST PROFITS, EVEN IF GFC OR ANY GFC SUPPLIER OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY, OR OTHERWISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GFC OR ANY GFC SUPPLIER OR AFFILIATE, INCLUDING LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY, OR OTHERWISE, EXCEED THE SUM TOTAL OF THE FEES THAT YOU PAID. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Intended For Use Only In The United States.

15.1 This site is intended for use only from within the United States. We do not represent that this site is appropriate for use elsewhere. Access to this site from locations where its contents are illegal is not authorized. If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

15.2 Any personal information which we may collect on this site will be stored and processed in our servers located only in the United States. If you reside outside the United States, you consent to the transfer of personal information outside your country of residence to the United States.

16. Posting To This site. We will not treat information that you post to areas of this site that are viewable by others as proprietary, private, or confidential. We have no obligation to monitor posts to this site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.

17. Defamation; Communications Decency Act Notice. This site is a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

18. Monitoring. We reserve the right to monitor your access and use of this website without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible by clicking on this site’s home page.

19. Privacy And Security. You may access, read, and print our policies regarding privacy and security through our Privacy Policy link on this site’s home page. As stated in our Privacy Policy, we reserve the right to modify our terms regarding privacy and security from time to time. In your review of our Privacy Policy, please note our policies regarding email to you. Provided that we comply with the security policies specified in our Privacy Policy, we will not, under any circumstances, be held responsible or liable for situations where information or transmissions are accessed by third parties through illegal or illicit means or through the exploitation of security vulnerabilities in our site and network. We will promptly report to you any unauthorized access to your information promptly upon discovery, and we will use diligent efforts to promptly remedy any security vulnerability that permitted the unauthorized access. If notification to persons affected by the unauthorized access is required, you agree to be solely responsible for any and all such notifications at your expense.

20. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: (a) by letter sent by confirmed facsimile to us at the following fax number, 678-623-9020; or (b) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: GetFound Consulting, 2654 Cedar Elm Court, Odenton, MD 21113, in either case, addressed to the attention of “Allison Duncan”. Notices will not be effective unless sent in accordance with the above requirements.

21. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Odenton, Maryland, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Maryland, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.

22. Jurisdiction And Venue. The courts of Anne Arundel County in the State of Maryland, USA and U.S. District Court for Maryland, Baltimore Division, shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

23. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

24. Miscellaneous. This Agreement and the Terms of Use and Privacy Policy posted on this site constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only as expressly provided herein. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Maryland, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.