ID Doctor Membership

Terms and Conditions

RECITALS

Identity Theft Loss Prevention, LLC (IDTLP) owns certain highly valuable material (Licensed Material) used in its online delivery of its Information Compliance and Awareness Process, newsletters, updates, and other resources available by logging into the ID Doctor website used in the application of IDTLP’s identity theft loss program, including the property rights listed on the attached Schedule A, and all common law rights and goodwill associated with them.

MEMBER wishes to acquire from IDTLP, and IDTLP is willing to grant to MEMBER, upon the terms and conditions set forth hereinafter, certain rights and licenses to use the Licensed Material in connection with MEMBER’S implementation of an identity theft loss program.

In consideration of the mutual covenants set forth in this agreement and other valuable and legally sufficient consideration, the parties agree as follows:

  1. Definitions. The following terms shall have the meaning set forth in this paragraph when used in this agreement, except where the context clearly indicates that such meaning is not intended:
    1. “Copyright” shall mean all rights associated with the copyright protection provided IDTLP for all Licensed Material listed on Schedule A, in accordance with common law and otherwise, including the rights associated with any applications for registration and registrations secured for the Copyrights; the goodwill associated with each of them; and all relevant rights and privileges provided under the Copyright, unfair competition, and other laws of the United States, the individual states thereof, and foreign jurisdictions.
    2. “Licensed Individual” shall mean the individual MEMBER only. This License is not transferable or assignable.
    3. “Licensed Products” shall mean the goods and services associated with and including any material subject to Copyright noted as Licensed Material.
  2. License. IDTLP grants to MEMBER during the continuance of this agreement and subject to the terms, conditions, and limitations set forth in this agreement, a license to use the Licensed Products and for no other purposes whatsoever. The license shall be exclusive as to all except IDTLP. MEMBER shall have no right to use other material of IDTLP or of others in association with the Licensed Products without the express written consent of IDTLP.
  3. Ownership.
    1. IDTLP retains the sole and exclusive ownership of the Licensed Material and all goodwill and rights related thereto. MEMBER understands and agrees that nothing in this agreement shall be interpreted as conferring any proprietary rights upon MEMBER with respect to the Licensed Material other than the rights expressly granted in this agreement.
    2. MEMBER acknowledges that any other material used in close proximity with one or more of the Licensed Material or any one of the Licensed Products shall create new combination materials that belong to IDTLP, and all goodwill associated therewith shall inure to the benefit of IDTLP, whether or not such material originated with MEMBER.
    3. As a result of IDTLP's ownership of the Licensed Material, use of the Licensed Material, and status as IDTLP under this agreement, all goodwill associated with the Licensed Material by reason of MEMBER's use thereof shall inure to the benefit of IDTLP.
  4. Assignment and Sublicense. MEMBER shall have no right to sublicense the rights granted in this agreement. MEMBER shall have the right to assign this agreement in its entirety to a successor in interest in MEMBER's right to use the Licensed Material, but only upon the express written consent of IDTLP, provided the assignee agrees in writing to assume all rights and obligations under this agreement. IDTLP's approval and consent of any such assignment shall not be unreasonably withheld.
  5. Payments and Statements.
    1. This License is a one (1) year License for which MEMBER will pay IDTLP either (a) An annual membership fee on execution of this Agreement, or (b) An administrative fee and execute authorization for ach withdrawal from MEMBER’s bank for a monthly fee on execution of this Agreement.
    2. By allowing the term of this Agreement to renew automatically and annually, MEMBER agrees to pay IDTLP the then prevailing license fee either by the annual ach charge to MEMBER’S bank account or the monthly ach fee payment then in effect.
  6. Quality Control.
    1. MEMBER acknowledges the valuable goodwill associated with IDTLP's Copyright and the importance of not using the Licensed Material in a derogatory or demeaning manner. MEMBER shall maintain the nature and quality of the Licensed Products sold under this Agreement and all advertising and promotion therefor so as to conform to standards of quality as may be set by IDTLP from time to time. MEMBER shall, prior to using any of the Licensed Products, and subsequent thereto upon request by IDTLP, supply to IDTLP samples of Licensed Products and any promotional materials for the purposes of inspection and written approval and to determine if the products and the usage meet the standards of quality acceptable to IDTLP. IDTLP shall promptly review such materials and approve or disapprove them.
    2. MEMBER shall not use the Licensed Material or any variation thereof in any advertising or promotional material in a manner that may (1) detract from or impair the integrity, character, or dignity of the Licensed Material or Copyrights or (2) reflect unfavorably upon IDTLP or (3) infringe upon the proprietary rights of any other person.
    3. MEMBER agrees that all use of the Licensed Material or Copyrights that are registered shall be accompanied with the symbol “©” and all use of the Licensed Material that are not registered shall be accompanied with the symbol “c.”
    4. MEMBER further agrees that it will do nothing to challenge the validity of the Copyrights or IDTLP's ownership of the copyrights, that it will do nothing detrimental to the reputation of the Copyrights or the goodwill associated with the Copyrights, and that it will not attempt to register or claim ownership in any of the Copyrights anywhere in the world.
    5. Should MEMBER fail to comply with any one or more of the provisions of this Section 6, or fail, to the satisfaction of IDTLP, to meet the standards of quality with respect to the Licensed Products established by IDTLP, IDTLP shall have the right to terminate this agreement pursuant to Section 8.
  7. Other Obligations of MEMBER. In addition to all other obligations of MEMBER set forth in this agreement, MEMBER agrees that it will:
    1. Upon termination of this agreement for any reason whatsoever, immediately cease all use of the Licensed Products, and shall not thereafter adopt any other mark or designation confusingly similar to the copyrighted material;
    2. Comply with all laws and regulations governing the sale and provision of the Licensed Products including, but not limited to compliance with regulations of the U.S. Consumer Product Safety Commission, the U.S. Federal Trade Commission, the laws of the 50 states of the United States, and the laws of each country in which Licensed Products are sold.
    3. Cooperate with and assist IDTLP in any manner reasonably necessary for maintaining or enforcing the Copyrights and to assist in obtaining any additional protection for the Copyrights that IDTLP may deem advisable.
  8. Commencement and Termination. This agreement shall be effective as of the day first above written and shall remain in effect thereafter for a term of twelve (12) months unless sooner terminated as follows:
    1. By mutual agreement of the parties;
    2. By IDTLP, upon thirty (30) days' prior written notice to MEMBER, in the event MEMBER fails or refuses to perform any of its duties or obligations under this agreement; provided, however, that in the event a failure to perform can be remedied within thirty (30) days after such notice is given, such notice shall be null and void if the failure is remedied within such period.
    3. By MEMBER upon thirty (30) days' written notice to IDTLP for any reason other than its reliance on any right it may assert or obtain in the Copyright apart from this agreement.
    4. Notwithstanding the foregoing, the provisions of paragraphs 3, 7a, 7c, and 9 shall survive any termination of this agreement.
    This agreement shall be automatically renewable for an additional twelve (12) month term under the same terms and conditions, but only as modified as noted above. IDTLP shall advise MEMBER of any revisions to this Agreement in writing ten (10) days prior to their effective date.
  9. Indemnification. MEMBER agrees to protect, defend, indemnify, and hold IDTLP, its affiliated companies, and their agents, employees, members and managers harmless from and against any and all claims, demands, liabilities, losses, costs, and expense, including reasonable attorney fees: (1) arising out of any actual or alleged injury to or death of any person, or damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result, directly or indirectly, from the design, manufacture, purchase, shipment, storage, delivery, sale, or other handling of the Licensed Products; or (2) resulting from the actual or alleged breach of any obligation imposed upon MEMBER pursuant to this agreement, or the actual or alleged breach of any other warranty or other covenant made to IDTLP by MEMBER.
  10. Compliance with Law. MEMBER shall comply with all statutes, ordinances, and governmental rules with respect to the marketing and delivery of the Licensed Products under this agreement and the related use of the Copyrights.
  11. Litigation. IDTLP shall have the exclusive right to file and prosecute claims against third parties for infringement or other invasion of rights in the Copyrights. MEMBER shall notify IDTLP as quickly as possible of any circumstances that might give rise to a claim as described in this agreement and provide any reasonable assistance requested or need by IDTLP to enforce protection in the Copyrights.
  12. Reservation of Rights. IDTLP shall reserve and does reserve its right to oppose MEMBER's registration of a mark similar to any mark used by IDTLP if or when such mark is published for opposition by the United States Patent and Trademark Office or published for opposition in any foreign jurisdiction.
  13. Independent Contractors. It is expressly understood and agreed that IDTLP and MEMBER are contractors independent of each other, that neither has the authority to bind the other or incur any obligations on behalf of the other, and that nothing in this agreement or otherwise is intended to cause either IDTLP or MEMBER to be deemed an agent, representative, joint venturer, partner, employee, or servant of the other for any purpose whatsoever. In no event shall IDTLP be responsible for the legal obligations, including, without limitation, the tort liabilities of MEMBER.
  14. Notice. Any notice required or permitted to be given under this agreement shall be sufficient if provided in writing and sent by registered or certified mail with postage prepaid to the party to whom the same is directed. Either party may change its address for purposes of this agreement by giving the other party notice in writing.
  15. Enforceability. If any term, covenant, condition or provision of this agreement is deemed illegal, the remainder of this agreement shall not be affected thereby, and each term, covenant, condition, and provision shall be valid and enforceable to the fullest extent permitted by law.
  16. Governing Law and Venue. This agreement shall be construed and enforced in accordance with and governed by the laws and decisions of the State of Michigan, and the exclusive venue for resolution of any dispute between the parties, including the determination of any rights under this agreement, shall be the U.S. District Court for the Eastern District of Michigan.
  17. Entire Agreement. This agreement constitutes the entire agreement of the parties with respect to its subject matter. All prior agreements between the parties, whether written or oral, are merged in this agreement and shall be of no force or effect.
  18. Amendments. This agreement cannot be changed, modified, or discharged orally, but only by an amendment in writing provided by IDTLP to MEMBER ten (10) days prior to its effective date.
  19. Third Parties. This agreement shall be enforceable only by the parties to this agreement and their successors in interest by virtue of an assignment that is not prohibited under the terms of this agreement, and no other person shall have the right to enforce any of its provisions.
  20. Acknowledgment. By checking the box acknowledging your agreement to be legally bound by this License Agreement and submitting the checked box and payment information to IDTLP, we both agree this shall constitute a binding contract between IDTLP and Member. Further, you acknowledge that by entry into this contract, the services provided by Member do not constitute legal advice and that there are no guarantees provided by IDTLP that by following advice and the services provided by IDTLP that you will not experience identity theft.