Terms of Service

SetCounsel provides a digital platform that allows users to access, customize, execute, and manage entertainment industry legal document templates. The Service includes document editing tools, guided drafting features, electronic signature capabilities, and document management functionality.

Important Legal Disclaimer: SetCounsel is a technology platform, not a law firm. SetCounsel does not provide legal advice. The document templates available on the Service are for informational and transactional purposes only and should not be construed as legal advice. The use of SetCounsel does not create an attorney-client relationship. For advice specific to your legal situation, consult a qualified attorney licensed in your jurisdiction.

To access most features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and accept responsibility for all activity under your account
• Notify us immediately at privacy@setcounsel.com of any unauthorized use of your account

You must be at least 18 years old to create an account. By creating an account, you represent that you are at least 18 years old and have the legal authority to enter into these Terms.

Credit System

SetCounsel uses a credit-based system for unlocking document templates. Credits may be purchased individually or included with a subscription plan. Credits are non-refundable and have no cash value. Credits do not expire during an active account.

Subscriptions

Subscription plans are billed monthly in advance. By subscribing, you authorize SetCounsel to charge your payment method on a recurring basis until you cancel. You may cancel at any time; cancellation takes effect at the end of the current billing period.

Refunds

Subscription payments are non-refundable except as required by applicable law. Credits purchased are non-refundable. If you believe a charge was made in error, contact us within 30 days at privacy@setcounsel.com.

Price Changes

We reserve the right to modify pricing at any time. For subscription users, price changes take effect at the next renewal date. We will provide at least 30 days’ notice of material price increases.

Template License

Upon unlocking a document template, SetCounsel grants you a non-exclusive, non-transferable, limited license to use, modify, and distribute that template for your own professional or business purposes. You may not:

• Resell, sublicense, or redistribute SetCounsel templates to third parties as templates
• Use templates to create a competing document template product or service
• Remove or obscure any SetCounsel attribution or copyright notices from templates

Your Content

You retain all rights to the content you create using SetCounsel templates, including customized documents, filled-in contracts, and signed agreements. By using the Service, you grant SetCounsel a limited license to store, process, and transmit your content as necessary to provide the Service.

SetCounsel Intellectual Property

The Service, including the platform, templates, design, software, and content created by SetCounsel, is owned by SetCounsel and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our express written permission.

SetCounsel’s e-signature feature facilitates the execution of legally binding electronic signatures in compliance with the Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and comparable laws in other jurisdictions.

By using the e-signature feature, you:

• Consent to conduct business electronically
• Agree that your electronic signature is legally binding to the same extent as a handwritten signature
• Acknowledge that SetCounsel will maintain an audit trail including your IP address, timestamp, and signature image for verification purposes
• Agree that the audit trail may be disclosed to third parties in connection with verifying the validity of a signed document

SetCounsel is not a party to any agreement executed through the platform and is not responsible for the legal enforceability of any specific document.

You agree not to use the Service to:

• Violate any applicable law or regulation
• Create or transmit fraudulent, deceptive, or misleading documents
• Infringe on the intellectual property rights of others
• Harass, threaten, or harm others
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service
• Use automated means (bots, scrapers) to access the Service without our express written permission
• Use the Service for any unlawful purpose or in violation of these Terms

We reserve the right to suspend or terminate accounts that violate these provisions.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, SETCOUNSEL DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SETCOUNSEL DOES NOT WARRANT THAT:

• The Service will be uninterrupted or error-free
• Document templates are suitable for your specific legal needs or jurisdiction
• The Service will meet all legal requirements in all jurisdictions
• Any document created using the Service will be legally enforceable in your jurisdiction

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SETCOUNSEL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

IN NO EVENT SHALL SETCOUNSEL’S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO SETCOUNSEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

You agree to defend, indemnify, and hold harmless SetCounsel and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right; or (d) any document you create, execute, or transmit through the Service.

Either party may terminate these Terms at any time. You may close your account by contacting us or through account settings. We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice.

Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitation of liability.

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of law provisions.

Any dispute arising from these Terms or the Service shall first be subject to informal resolution. If informal resolution fails, disputes shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except that either party may seek injunctive relief in a court of competent jurisdiction for violations of intellectual property rights.

YOU AND SETCOUNSEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

We reserve the right to modify these Terms at any time. We will provide at least 30 days’ notice of material changes by email or by posting a notice on the Service. Continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms.