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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 111568
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Please review my 10 page contract. I will send it to you.

Customer Question

Please review my 10 page contract.
I will send it to you.How is every part of the contract? Anything I should change?Please let me know if the contract will hold up in court and will win if the client chargeback his credit card statement yet signed the contract.It's ok that I make itnon- cancelable by the Reseller for the term I state (ie: 1 or 2 years)? So that they will always be liable to pay each month. Is there any outs I have to give?I can state that I can turn off their website and back on when they pay what is due, yet still take partial payments until they have paid what is due in full, right?In the agreement I mention "You" as well as "Reseller". Is this mixing the 2nd person and 3rd person tenses? Do I need to pick one or is it ok?If the total amount they have to pay is tens of thousands of dollars but the contract is mentioning that they are agreeing to a payment plan where they are paying a monthly installments of it and must pay the total amount as soon as the contract is signed and we start the service, then it would be ok to make it 5, 10, or 20 year agreement with no out, no?Are there any requirements I need to do for this if it is considered a "business opportunity"? Is it enough that I have mentioned in the contract that this is not a business opportunity. And any opportunity to make money is provided as a free bonus (even though I am pitching the opportunity to have their own social media management business.) And by doing this do I not have to worry about complying with FTC or any other government business opportunity law or requirements like: https://www.ftc.gov/news-events/press-releases/2006/04/ftc-proposes-new-business-opportunity-ruleAre you certain about your responses. If you end up being incorrect, how do you guarantee your answers so we don't follow it and later find out we violated the law?
Submitted: 9 days ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 9 days ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
We do not provide legal representation, so if you want someone to provide you guaranteed legal advice, you need to please go to a local attorney and visit their office for that service. We provide general information to customers to answer their general questions about their situations, if you want more than that you will need to go to a local attorney.
Customer: replied 9 days ago.
Will you please answer my questions and review the contract?
Expert:  Law Educator, Esq. replied 9 days ago.
I was answering the important question first, you asked, "Are you certain about your responses. If you end up being incorrect, how do you guarantee your answers so we don't follow it and later find out we violated the law?"
So before we proceed you need to understand that we are NOT able to represent you nor are we your attorney if you agree to the site terms, then we will be pleased to answer your questions and review the contract for you.
Customer: replied 9 days ago.
Do all of the other attorneys on this site have this same stipulation about not guaranteeing their responses/as educational purposes only?Also I understand that for $59 you are not trying to hold yourself accountable for what you say, but are you a practicing lawyer that holds yourself accountable when you are receiving higher fees?
Expert:  Law Educator, Esq. replied 9 days ago.
all attorneys on this site are bound by those terms and if you read the terms carefully they tell you we do not and cannot represent you and if you believe you can get an attorney to represent you for only $59 when our office rates are about $250 per hour, then you are mistaken. Sorry for any misunderstanding you had regarding the terms of this site you agreed upon.
Customer: replied 9 days ago.
I understand, thanks for clarifying :). Can you proceed with helping me? I appreciate your help and look forward to working with you.
Expert:  Law Educator, Esq. replied 9 days ago.
Thank you for your reply and your understanding of our terms.
Paragraph 3.2 you need to specify somewhere that you own the website as well and the partner/reseller is only renting use of the website and your company may deny access to the website for any default or breach in the contract.
Paragraph 12.2, needs to be 2 years, that is generally the most time the court considers reasonable.
You can make the contract have no cancellation provision if you choose to do so and you have to make it for a specific time period, so the contract can be 1 year-2 years or whatever. You can even include in there that they must give 30 day written notice if they do not wish to renew the contract and if they do not give such notice the contract will automatically renew for another year.
You are arguably not selling a business opportunity, you are selling rights to use your site for them to conduct their business. You tell them the business is their business and they are simply renting the site and server space from you, so legally you should be fine with the terms without worrying about business opportunity sales, as they are paying you monthly for the actual service.
Please do not forget to leave positive feedback by clicking on the 5 stars at the top of your page , as the experts are not employees of the site and get no credit for spending time with customers unless they leave positive feedback. Thank you.
Customer: replied 7 days ago.
Regarding your response about paragraph 3.2
-We don't own their domain. They buy that from a site like godaddy. They follow directions to change their DNS settings so that they have our template website up and a login to their white label software that we give them. So instead of saying we own their website, should we say we own their website template and the white label software? That is what we take away when they don't pay.
-Also since we say we can take off the template from their site if they don't pay but the full amount is still due and we will put the site back up once they pay, that's ok for us to still demand payment after we've taken down their site for their failure to pay, right?---Regarding your mention about paragraph 12.2 needs to be 2 years
-Could I say it is a contract for 5, 10 or even 20 years, however if a court deems this to be too long it will revert to being only 2 years? This will at least get clients to see their responsibility to commit to us longer and it will only become 2 years if a court says it has to be which often it would never even come to.
-Especially since I'm saying this is a payment plan financed over a period of time it could be ok to say 5, 10 or even 20 years right? In this case do I need to specify the actual total dollar amount due when adding up the months or just say it's the Monthly Fee amount mentioned in the Payment Section times 12 months times the number of years that the agreement last for (without mentioning the total amount it adds up to)?---Do you know any other lawyers that specialize in business opportunity law that I can speak with?---There were also some other questions I had asked above that I wasn't clear from you on--
-Please let me know if the contract will hold up in court and will win if the client chargeback his credit card statement yet signed the contract.-I can state that I can turn off their website and back on when they pay what is due, yet still take partial payments until they have paid what is due in full, right?-In the agreement I mention "You" as well as "Reseller". Is this mixing the 2nd person and 3rd person tenses? Do I need to pick one or is it ok?Thank you!
Expert:  Law Educator, Esq. replied 7 days ago.
Thank you for your clarification.
Yes, since you say you can deny access to the template for non-payment, you can do so legally. You cannot turn off their website if you do not own their website, you can deny the use of your template on their site by making that template unavailable based on terms written into the contract.
You can say the contract is for 100 years, my comment was about the non-compete part being only 2 years, which is the maximum the court will allow a non-compete to exist for.
You can hire a local attorney to review and rewrite the contract for you at the same sites used by other attorneys, http://www.hg.org or http://www.lexmundi.com
You can win if a client tries to do a charge back, as that part of your contract and payments and terms of service was very clear in your contract, which is why I did not see any need to comment on. I only commented on areas of potential trouble in the contract. The parts of the contract I did not comment on were fine and would be legally binding and enforceable in court.
The use of "you" and "reseller" both in the contract is fine and would not create any issues, which again is why I did not comment on it.
Customer: replied 3 days ago.
I carefully did searches on http://www.hg.org or http://www.lexmundi.com but I couldn't find any lawyers who specialize in business opportunity law. It doesn't seem to be a choice on these sites or anything that comes up in the keywords. Advice?Regarding your message
"You can say the contract is for 100 years, my comment was about the non-compete part being only 2 years, which is the maximum the court will allow a non-compete to exist for.",
I'm not concerned with them competing. I'm concerned with how long I can require that they can be required under contract to continue paying my company monthly fees.
I've heard that over 2 years could be considered unconscionable from a court and the contract could be thrown out. Do you agree? If not how many years can I make it say that the payment is due for under the contract?
Could I say it is a contract for 5, 10 or even 20 years, however if a court deems this to be too long it will revert to being only 2 years? This will at least get clients to see their responsibility to commit to us longer and it will only become 2 years if a court says it has to be which often it would never even come to.
-Especially since I'm saying this is a payment plan financed over a period of time it could be ok to say 5, 10 or even 20 years right? In this case do I need to specify the actual total dollar amount due when adding up the months or just say it's the Monthly Fee amount mentioned in the Payment Section times 12 months times the number of years that the agreement last for (without mentioning the total amount it adds up to)?
Please provide specific answers for each question.If the FTC or a state found that I was violating requirements in their business opportunity law what would be the worse case punishments?- fines? jail time? etcThank you
Expert:  Law Educator, Esq. replied 3 days ago.

Thank you for your reply.

First of all your search was incorrect there is no such specialty as "business opportunity law" it is corporate law.

As far as the time considerations, your contract can state they have to pay you for the duration of the loan, you cannot go beyond the duration of the loan to make them pay you a fee. Once the loan is paid off the fee must end.

There is no jail time for any FTC violation, which this is not anyhow, only fines.

Customer: replied 24 hours ago.
If I am talking about it in terms of a loan isn't there other legal aspects to I need to deal with? Shouldn't I just call it a total payment due paid in installments?
For my long paragraph above please go line by line and provide specific detailed answer please.
Expert:  Law Educator, Esq. replied 10 hours ago.

Thank you for your reply.

Actually, no there is nothing else you need to deal with. It is not a loan it is a monthly payment plan. So you need to say the payments are monthly fee payments, not a loan. As long as they are monthly fees it is no loan and it does not have to be treated like a loan. It is not an installment plan because that insinuates there is a finite number of payments and not just an ongoing monthly fee for service, which is what this is.

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