Terms of Use

SUBSCRIPTION SITE TERMS OF USE

This Subscription Site Terms of Use (the “Terms of Use” or “Agreement”) sets forth the terms and conditions under which you (“You” “Your”) are granted access to content available through the online / mobile services and Subscription Sites owned by Birken Law Office PLLC d/b/a Mission Guardian (“Birken Law” “Firm” “Us” or “We”). This includes access provided to content and software in connection with the Birken Law or Mission Guardian sites (“Subscription Site”).

 

This agreement does not apply to legal services or the firm’s legal representation of an entity. Any legal services provided by Birken Law and representations made to a client as an attorney are governed by a client engagement letter and the rules of professional responsibility.

By completing a transaction on this Subscription Site, you are consenting to transact electronically and are entering into a binding contract governing your use of the Subscription Site.

Before you click on the “I accept and agree” button, carefully read the terms and conditions of this agreement.  By clicking on the “I accept and agree” button, you are agreeing to be bound by and are becoming a party to this agreement.  If you do not agree to all of the terms of this agreement, click the “decline” button and do not provide payment. 

If you are entering into this Agreement on behalf of an entity (corporation, partnership or otherwise), you certify that you are authorized to sign for and bind the entity.  If you are not authorized to sign for and bind the entity, click the “Decline” button and have a person authorized to sign for and bind the entity complete the acceptance process.

You acknowledge that by beginning to use the Subscription Site, you have consented to the Terms of Use. By continuing to use the Site you agree to any updated or amended Terms of Use as posted by Us from time to time.

I.     WHO IS ELIGIBILE TO SUBSCRIBE

There are multiple levels of service associated with this Site. “Full Service Subscribers” hold a subscription which includes the provision of legal services on an ongoing basis as part of the subscription package. “DIY Toolkit Subscribers” hold a subscription which does not include legal services as part of the subscription. All levels of service are restricted to nonprofit entity organizations or their founding individuals (“Eligible Subscriber”). Eligible Subscribers include:

  • Parties who are current clients of Birken Law Office PLLC with a signed engagement letter on file who enroll in a Full Service Subscription package.
  • Nonprofits (or their founders) who join the DIY Toolkit program

The following are expressly not eligible to use the Subscription Site. 501(c)(4) political action organizations; taxable entities, for-profit businesses, and other entities for whom the Site is not designed to serve; law firms, attorneys who represent nonprofit entities; and, other potential competitors; or, any party that Birken Law deems ineligible in its sole discretion. Ineligible parties will have their accounts suspended immediately upon discovery. By signing this you warrant that you are an Eligible Subscriber.

You acknowledge that Birken Law has no obligation to enter into this Agreement, that we reserve the right to restrict your access to the Subscription Site, for any reason, at any time, in our sole discretion.

II. USING DIY TOOLKIT OFFICE HOURS – WE ARE NOT YOUR LAWYER

The Mission Guardian Site is a do-it-yourself service. When you use the Site as a DIY Toolkit subscriber, you are not hiring a lawyer and you will not receive legal advice or representation.

“Office Hours” are webinars open to all Toolkit members to provide general education. The information discussed during Office Hours is not intended to be legal advice applicable to your individual situation. Attending Office Hours webinars does not create an attorney-client relationship.

When host attorneys answer live questions during Office Hours, they do so for the benefit of the entire audience based on the limited information provided by participants. The host attorneys do not conduct a thorough investigation of the facts or conduct legal research. The host attorneys provide general information about best practices in the industry and IRS regulations to inform their answers. State-level nonprofit regulations vary, and attendees may seek legal counsel in their state for advice.

There is no expectation of privacy or confidentiality for participants or attendees at Office Hours. Office Hours webinars may be recorded and reproduced for other members to view in the future. Recordings may be used for marketing content, podcasts, etc. after concealing any personally identifiable information in the webinar.

In the event that an attorney-client relationship is inadvertently created during the webinar, such representation will terminate immediately at the end of the webinar. The attorneys hosting the webinar will not open a client file; take actions on your behalf; retain documents you may have shared; or monitor future developments that could affect your interests.

If you need legal representation at any time, you should hire an attorney. Participation in Mission Guardian DIY Toolkit subscription level is not legal representation.

II.  REQUESTING LEGAL SERVICES

Eligible Subscribers may request to purchase legal services from Birken Law.

Full Service Subscribers are a client of the firm and have an engagement letter on file. Full Service Subscribers may request legal project work from our full menu of offerings or request a custom scope project.

DIY Toolkit Subscribers are not clients of the firm but may request to become a client of the firm by contacting Birken Law using the contact form. DIY Toolkit Subscribers may only request services from a limited menu. Any engagement is subject to Birken Law's conflicts checks, capacity policies and other discretionary factors. Acceptance as a client is not guaranteed.

Pricing Updates.

All pricing is subject to change periodically according to a schedule set by Us in our sole discretion.

The subscription price you pay will not be changed without advanced notice to You.

Legal Service menu prices are subject to change without advance notice to subscribers.

Legal Services Payments.

Any legal services are governed by a Client Engagement Letter, not this Terms of Use Agreement.

III.        HOW YOU LICENSE OUR CONTENT

What is Considered Our Content?

Our Content includes all our intellectual property. This includes the documents and resources made available through the Subscription Site include our training materials, videos, forms, fillable documents, sample policies, member badges, and any other resources provided to you as a Subscriber. We own the intellectual property rights to all Content on the Site. If you are seeing it on the Site, or generating it with an App from the Site, it belongs to us, not you.

What is not Content?

Your account information, such as your name, address, billing information, etc. Or works for hire which we produce for you as a result of paid legal services (not governed by this Agreement).

About the License Granted To Subscribers.

In consideration for the subscription fee, each month, you receive a non-exclusive, non-transferable, non-sublicenseable Limited Use License (as defined below) to use our Content through the Site.

IV. ADDRESSING ANY COPYRIGHT & TRADEMARK INFRINGEMENT

What is Considered a Violation of Intellectual Property Rights, Copyright, Trademark.

All Content provided on the Subscription Site and the website itself and all written or creative works contained in it is the intellectual property of Birken Law PLLC. It is considered a violation of our Terms of Service for another attorney, law firm, their employee, or agent to use the subscription in order to replicate or capture our intellectual property. All materials on the site are considered copyrighted and are not for uses inconsistent with the subscription service.

Copyright infringement is the act of exercising, without permission or legal authority, one or more of the exclusive rights granted to the copyright owner under Section 106 of the Copyright Act (Title 17 of the United States Code). Copyright owners have exclusive rights of reproduction, adaptation, publication, performance, and display. Infringement includes any time a copyrighted work is reproduced, distributed, performed, publicly displayed, or made into a derivative work (by you) without the permission of the copyright owner (Birken Law). Using copyrighted content on a peer-to-peer network is also considered copyright infringement.

What are the Potential Consequences for a Violation of our Intellectual Property Rights

Birken Law vigorously protects its intellectual property rights. Using copyrighted work without authority constitutes an infringement. Willful copyright infringement can result in criminal penalties including imprisonment of up to five years and fines of up to $250,000 per offense.

Copyright infringement can also result in civil judgments. Anyone found liable for civil copyright infringement can be ordered to pay damages, with fines ranging from $750 to $30,000 per work infringed. For “willful” infringement, a court may award up to $150,000 per work infringed. A court can also assess costs and attorneys’ fees (Title 17, United States Code, Sections 504, 505).

Attorneys are advised that discovery of willful violation of Birken Law's intellectual property rights may result in filing a complaint with the Board of Professional Ethics in your jurisdiction.

We Reserve All Rights, Including the Right to Revoke Content.

Birken Law PLLC retain all rights in the Content as well as all rights to our logos, trademarks and service marks used in connection with the law firm or Subscription Site.  The license to any individual piece of Content is fully revocable by the firm. For example, Content may become out of date or inconsistent with best practice or the law. We reserve the right to recall any content and revoke your license to use it if we determine, in our sole discretion, that we no longer wish to offer the Content to you.

Revocation of License.

Without limiting the statements above, if a license to Content is revoked for any reason, you agree to promptly make all deletions, corrections and substitutions, and abide by our direction when you are notified.

Restrictions – Things You Agree NOT to Do.

We worked hard to build this Site and the Content inside it. You are not invited to steal it or mis-use it. Support our small business by encouraging others to join – please don't steal from us.

To be clear, the only allowable use is for an Eligible Subscriber to use our Content for improvement of the Eligible Subscriber's policies, procedures, contracts, staff or volunteer education, etc.

Therefore, you agree not to…

  1. share your account with others so that multiple entities can access on account
  2. take documents generated through our Apps to share them with others or use them for any commercial purpose. Sharing is expressly prohibited.
  3. access the Service or Content in order to build any commercially available product or service.
  4. copy any features, functions, integrations, interfaces or graphics of the Service or Content.
  5. reverse engineer or decompile any portion of the Service or Content, including but not limited to, any software utilized by Us in the provision of the Service and Content.
  6. sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Content available to any third party.
  7. modify or copy the Subscription Service or the Content or create any derivative works based on the Service or Content. This includes creation of competing websites which replicate the same processes, content or documents.

You agree this term is enforceable even after the Agreement ends.

Birken Law defends its intellectual property rights and may pursue injunctive or other relief against violations of these terms.

Requirement to Give Attribution.

You must provide attribution to the firm in connection with your use of the Content where required – for example the copyright symbol and attribution by name (i.e. (c) Mission Guardian) in the footer of any documents generated. Attribution is important to profitability of the firm so that potential new customers see the author responsible for the creation of the Content. The value of this attribution is difficult to estimate, damages will be estimated on a case by case basis but are in the range of $5,000 – $12,000 per new customer acquired depending on the complexity of the content and value of the client.

V.         YOUR PASSWORD, ACCOUNT AND USE OF THE SITE

You Control Your Account.

As a subscriber, you create a user ID and password to access the Subscription Site. You agree that it is your responsibility to manage your methods of payment for the recurring subscription services and any legal services purchased. You are responsible for all charges against your account. You are responsible for ensuring the person who purchases services is duly authorized by the nonprofit to incur the expense.

What If You Lose Your Password.

You are responsible for maintaining appropriate password security protocols for your account. If your password is lost or stolen, or too many staff have access to the account please utilize the “Forgot My Password” feature on the account page to reset the password.

Unauthorized Orders.

When orders come in, we will assume that those orders are authorized by you. You agree that we cannot know if orders are authorized by your organization, therefore we’ll assume that they are. You’re responsible for preventing unauthorized access or use of your account. If you believe that any unauthorized access or use has occurred, please notify us immediately using the contact page or call 612.200.3679 and dial 0.

Authorization to Use Your Entity Name.

You grant us a license to display your entity’s name and logo in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that entity is a subscriber to Mission Guardian. You can notify us in writing if you don’t want to grant us that right and we’ll honor your request.

VI.   TERM AND TERMINATION OF SUBSCRIPTION

Term.

Full Service Subscribers are a client of the firm and have an engagement letter on file which may require maintaining a subscription throughout the full course of representation or for another defined period.

For DIY Toolkit Subscribers the term of this Agreement is month to month and is indefinite until your subscription ends.

Cancelling.

DIY Toolkit Subscribers may cancel the subscription at any time by managing your subscription in the member account area of the Subscription Site.  Cancellation will stop monthly recurring charges from continuing. You will retain access for the remainder of the last period that you paid for, your subscription will end and access will end at the end of that billing cycle. Any licenses to use Our Content terminate at the time cancellation becomes effective.

Full Service Subscribers are bound by the terms of their engagement letter. Please contact us directly to discuss cancellation.

Termination of Content or Entire Subscription.

From time to time we may remove items of Content from the Subscription Site. We reserve the right to discontinue providing any or all of the Content at any time for any reason.  Here are a few examples of why we might terminate the Agreement or individual Content:

  1. We determine, in our sole discretion, that you do not meet the eligibility requirements set forth above and therefore are not an Eligible Subscriber;
  2. You have or reasonably appear to have breached any provisions of this Agreement;
  3. You have not paid the subscription fees due;
  4. Your method of payment has expired and not been renewed;
  5. We determine, in our sole discretion, that a piece of Content should be withdrawn; or
  6. We determine in our sole discretion that your continued license of the Content subjects the firm to liability.

This clause does NOT apply to any legal services (if applicable). All legal services are governed by a client engagement letter and the Rules of Professional Responsibility.

VI.         OUR LIMITED REPRESENTATIONS AND WARRANTIES TO YOU

We represent and warrant to you that we provide Content on the Site in a good and workmanlike manner. If an error appears in a piece of Content, your sole remedy and our sole liability is to use reasonable efforts to issue an updated version of the Content that corrects the issue, mark it as under construction, or remove it.

We provide Content such as template forms and documents that we have produced to a standard that we believe in good faith will generally work for the average small nonprofit corporation following accounting standards and industry best practices for business operations and governance. Since we do not know the exact circumstances or specifications for your use of any piece of Content (such as forms or policies) we encourage Subscribers to purchase legal services to customize documents for your particular legal needs, considering your facts and circumstances whenever possible as we cannot promise our Content will work for your particular specifications or state laws. As such we provide this content, as is for you to use at your own risk.

This clause does NOT apply to any legal services (if applicable). All legal services are governed by a client engagement letter and the Rules of Professional Responsibility.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBSCRIPTION SITE OR THE CONTENT.

VII.      YOUR REPRESENTATIONS AND WARRANTIES TO US

You promise that:

1) you are an Eligible Subscriber;
2) that all information provided by you in the Subscription Form is in all respects complete, truthful, and accurate; and
3) that you will keep your account information up to date.

VIII.   LIMITATION OF OUR LIABILITY

You agree that we are not liable for any of your use of our Content and you accept it as is, where is with all faults.

You agree that you have the opportunity, at all times, to request legal advice from a professional in your jurisdiction. You agree that you are not forced to rely on Mission Guardian's general educational materials or standardized templates and that you will rely on those at your own risk.

You acknowledge we cannot be responsible for your results if you take Content we provide and modify it for your own purposes without legal advice. For example, if you generate a standard document from an App on the Site and then edit it, you do that at your own risk. For example, if you generate a standard document from an App on the Site and you do not take care to verify it complies with laws in your local jurisdiction, you do that at your own risk.

YOU AGREE THE MAXIMUM AMOUNT OF DAMAGES IN ANY DISPUTE ABOUT THE SUBSCRIPTION SITE OR CONTENT INSIDE OF IT IS LIMITED TO THE SUBSCRIPTION FEES PAID TO US DURING YOUR SUBSCRIPTION TERM. YOU AGREE THIS AMOUNT IS A REASONABLE ASSESSMENT OF DAMAGES.

This clause does NOT apply to any legal services (if applicable). All legal services are governed by a client engagement letter and the Rules of Professional Responsibility.

IX.         YOU MAY NOT ASSIGN YOUR RIGHTS OR LICENSE

You agree that your rights or licenses granted in this Agreement are non-transferrable and not assignable, in whole or part to any other party. That means you agree not to share the Content with non-subscribers or provide access to your account to other entities, etc. Doing so will be considered a breach of the Terms of Use.

You agree that Birken Law or its successors may assign and / or license any and all of its rights and delegate any and all of its obligations in the Agreement without your consent.

X.   HOW WE PROVIDE NOTICES & BILLING INFORMATION

We may provide notifications regarding the Subscription Site to you via email notice, by posting notices on the My Account page, or through any other reasonable method that we decide to use, in our sole discretion.

Billing information including your billing history is accessible to you through the My Account page of the Site.

We do not generate invoices of any kind, nor do we issue IRS form W9s for services obtained through the site. All payments are handled electronically and our merchant services account issues Birken Law a 1099 for all payments issued through the Site – no additional 1099 is needed despite what your bookkeeper might say. All payments are made to a corporation and DIY Toolkit Subscriptions are not attorney services subject to a 1099.

XI.         GOVERNING LAW AND MEDIATION

Governing Law.

You agree that: (i) the Subscription Site is deemed solely based in Minnesota; and (ii) the Subscription Site is a passive service one that does not give rise to personal jurisdiction over Birken Law in jurisdictions other than Minnesota. This Agreement will be governed by the laws of the State of Minnesota, without respect to any conflict of laws principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

You agree to submit to the personal jurisdiction of the federal and state courts located in Ramsey County or Hennepin County, Minnesota for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Mediation provision below.

All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

Agreement to Engage in Alternative Dispute Resolution.

For any dispute with Birken Law regarding the Subscription Site or services related to it, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that we aren’t able to resolve a dispute with you after attempting to do so informally, we each agree to resolve any dispute by mediation (excluding any claims by the firm for injunctive or other equitable relief). The mediation will be conducted virtually through a mediation process in either Ramsey County or Hennepin County, Minnesota. Each party will be responsible for paying half of the costs of mediation fees. If mediation fails, then the dispute will finally and fully be resolved through binding arbitration in the state of Minnesota.

You agree that, by entering into this Agreement, each of us are waiving the right to a trial by jury or to participate in a class action with respect to use of the subscription site.

XII.      ENTIRE AGREEMENT

This Agreement is the entire agreement between us with respect to the Subscription Site and the Content provided on the Subscription Site.

Any legal services (if applicable) are governed by a client engagement letter and the Rules of Professional Responsibility.

XIII.   AMENDMENT

This Agreement may be amended, modified, or supplemented by Birken Law Office from time to time. Birken Law will strive to keep Subscribers informed of any material changes to the Terms of Use Agreement. Your consent to our most current Terms of Use is requested for every purchase transaction you make on the Site, be sure to review the terms each time as they may have changed. The most current version the Terms of Use, is always posted on the member Subscription Site in the footer.