Locked & Lawyered® Membership Agreement

Welcome to the Locked & Lawyered® Membership Program (“L&L”), We are thrilled to be able to work with you.

This Membership Agreement governs all participants who enroll in the Locked & Lawyered® Membership Program.

As a condition to your participation in the Program, you agree to abide by all policies and procedures as outlined in this Agreement.

Overview

The terms “Company”, “we”, “us”, and “our” refer to Gray Legal, P.C., and Locked Locked & Lawyered® . The term “Site” refers to nakiagray.com, graylegalpc.com, lockedandlawyered.co, and lockedandlawyeredmembership.com. The term “Client”, “user,” “you” and “your” refers to clients, client team members (including employees, contractors, and other representatives of client and client’s company), and any other users of the site. The terms “Service” and “Program” refers to the services included in L&L membership as outlined below.

  1. Nature of the Services

(a) L&L membership includes the following services:

  • Access to a library of business/legal training resources related to the topics of business formation, intellectual property & offers, scaling, marketing & sales;
  • Monthly group coaching sessions facilitated by the L&L Team;
  • Unlimited email access for legal advice
  • Members-only pricing for coaching & legal advice consultations
  • Members-only pricing for contract review/drafting, trademarks, and copyrights

(b) 1-1 Calls:

  • For an additional fee, 1:1 calls may be purchased for legal advice and/or business coaching.  
  • No refunds are allowed under any circumstances. Your initial payment is non-refundable.
  • A reschedule or cancellation within 48 hours of your scheduled call will result in a forfeiture of that call.
  • If you have more than 4 rescheduled sessions within a three month timespan, it will result in a review of your account standing with L&L, and may result in forfeiture of your remaining calls.
  • Late/No-Show Policy: Our policy gives you a courtesy 10 minutes to attend your 1:1 call. If you do not show up to the call, our Team will label the call as a no-show and you forfeit the call. No refunds. No rescheduling.

(c) Additional legal services.

For an additional fee, custom contract drafting, trademark registration, and copyright registration may be purchased.  A separate Retainer Agreement setting forth the scope of the legal services and the costs of the services will be provided and must be signed by both the Client and the Firm.

The L&L Services may only be accessed while you are a current paying member of the L&L Program.

(d) What’s not included

  • In-person meetings;
  • Representation in litigation matters;
  • Advice beyond our level of expertise (divorce, real estate, landlord/tenant, bankruptcy, criminal, etc.) is not included. We will be happy to help steer you in the right direction and offer referrals to someone who can help you;
  • Representation on any personal matters, unrelated to business.

PLEASE BE ADVISED: WHILE THE COMPANY WILL MAKE ALL REASONABLE ATTEMPTS TO STAFF COURSES, SESSIONS, WORKSHOPS, CLASSES, AND OTHER SERVICES SET FORTH IN THIS AGREEMENT ACCORDING TO THE CLIENT’S EXPECTATIONS, THE COMPANY MAKES NO GUARANTEE TO STAFF ANY PARTICULAR TEAM MEMBER FOR ANY EVENT.  THE COMPANY RESERVES THE RIGHT TO MAKE ALL STAFFING AND PERSONNEL DECISIONS PURSUANT TO THE COMPANY’S OWN DISCRETION AND THE AVAILABILITY AND CAPACITY OF ITS TEAM MEMBERS.

  1. Payment.  In consideration for the Services provided as set forth in Section 1 above, you agree to pay us the current program fee at the time of joining as a one lump sum payment for 12 months of access or in monthly payments as selected on the credit card authorization form below.  Your card will automatically renew and you will be charged annually or monthly until you cancel your membership.
  2. Payment Date. The Company will bill Client monthly on the same day, beginning on the date of their subscription (the Monthly Payment Date).  If the Monthly Payment Date is on the 29th, 30th, or 31st, then upon reaching a month that does not contain 29, 30, or 31 days (whichever applies), the Monthly Payment Date shall default to the last day of the month and revert to original payment date thereafter.  For example, if a subscription is purchased on the 31st July 2018, the next 2 payments will be charged on:
  • August 31, 2018
  • September 30, 2018 (The last day of a month which does not contain a 31st day).

(c) Declined payments. If your card is declined for any membership payment, you will receive an email notifying you of the declined charge and requesting an updated card.  If you have not provided a form of payment for a successful charge within 3 days, another attempt will be made.  If your card declines again, your access to the Program will be suspended until payment is made.

(d) Collections.  If your Membership fees remain unpaid 30 days after the initial due date, you will be removed from the Program and your account will be referred to our collections agency.

(e) Payment Security and Chargebacks. To the extent that Client provides Company with Credit Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth. If client uses a multiple payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.

(f) Client responsibility. You understand that your success in the program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own personal and professional development on your own time during the term of Services. You are responsible for requesting support from us if needed.

(g) Passwords.

You agree to keep your user details and your password for the membership site confidential at all times and you shall not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses and any other liability which arises from any unauthorized use of your account. 

  1. Term

The term of this Agreement shall begin on the date of the first payment for the Services – and continue until you or we terminate your membership.

  1. Cancellation and Refunds

You may cancel your L&L monthly membership for any reason after 90 calendar days. You will continue to be charged the monthly fees and continue to have access to the Program until the 90 day period is complete. No refunds are allowed under any circumstances. Your initial membership payment is non-refundable. To cancel your membership, contact support@lockedandlawyered.co. 

  1. No Guarantees

We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1(a) shall be provided to you in accordance with these Terms and Conditions. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.

  1. Confidentiality and Non-Disparagement

We respect your privacy and insist that you respect our privacy. Any Confidential Information shared by Members or any representative of Company, is confidential, proprietary, and belongs solely and exclusively to the person who discloses it. You agree not to disclose, reveal or make use of any Confidential Information verbally or in writing.

You also agree that neither you nor any of your associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward Company, or any of our programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

  1. Ownership of Intellectual Property

Client agrees that the Program contains proprietary content that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws (“Intellectual Property”). The company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own non-commercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.

  1. Representations and Warranties

(a) Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

  1. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND IN RECOGNITION OF THE RELATIVE RISKS PRESENTED TO PARTICIPANT AND COMPANY UNDER THIS ENGAGEMENT, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE PARTICIPANT AGREES THAT COMPANY SHALL HAVE NO LIABILITY TO PARTICIPANT FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO PARTICIPANT EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER THIS AGREEMENT.

  1. Entire Agreement; Modification; Waiver

These Terms constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

  1. Assignment

These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under these Terms and Conditions.

  1. Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of Maryland as applied to contracts that are executed and performed entirely in Maryland. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Prince George’s County, MD. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by negotiation, which may include going before a certified mediator or the parties are unable to first negotiate a settlement without such assistance. The parties further agree that their respective good faith participation in negotiation discussions is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

  1. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

  1. Severability

If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

  1. Force Majeure.  We shall not be liable for any costs or damages due to any delay or nonperformance of an obligation under this Agreement arising out of extraordinary events beyond our control, including acts of God, natural disaster, war, governmental action, outbreak or pandemic, or power failure.

By purchasing you certify that you have fully read, understand, and agree to the terms set forth above.