The Laughable News

Terms & Conditions

MEMBERSHIP AGREEMENT

            THIS MEMBERSHIP AGREEMENT is entered into by and between The Laughable News Inc.(“Seller”) and You, The Website Registrant(“Buyer”).

R E C I T A L S:

1. The Seller is the creator and seller of proprietary and copyrighted newsletter templates complete with jokes, news stories, and puzzles which are marketed, sold, and distributed under the proprietary name “The Laughable News” (called “Templates”).  A new Template is available on the Website each week; and
2. The Templates include certain proprietary and protected marks which include the trademark “Laughable News” and a Logo which includes the term “The Laughable News” trademark (called “Proprietary Marks”); and
3. The purpose of this Agreement is to provide for the Buyer to register at the Website www.laughablenews.com, and use the Templates subject to the terms of this Agreement. 

THE PARTIES AGREE AS FOLLOWS:

A.        WEBSITE MEMBERSHIP

Website Membership.  At such time that the Buyer determines that it wishes to register on the Website, it shall do so pursuant to the terms of this Agreement to which Buyer shall have become a signatory.   Please note that all references to currency in this Agreement are references to United States of America Dollars only.

B.         DELIVERY AND PAYMENT 

Delivery of Templates.  The Buyer shall be given access to the Sellers’s private Website at www.laughablenews.com  (“Delivery Site”), and all deliveries of Templates to the Buyer shall be made by electronic completion or download from the Delivery Site.

Payment for Download of Templates.  The payment by the Buyer for the purchase of Templates shall be made through the facilities of PayPal and will be completed during the Website registration process.

C.         EXCLUSIVE DISTRIBUTION AREAS

Designation of Exclusive Distribution Area.  A “Distribution Area” is a defined territory where (i) Buyer buys and takes delivery of Templates and (ii) has the option and right to distribute a newsletter derived from the Templates.  At the time that Buyer registers on the Website, the Buyer may designate a “Distribution Area” to distribute the newsletter derived from the Templates provided that no other Buyer has any rights to said Distribution Area.  That Distribution Area is described in the Website registration form and made a part of this Agreement.  The term “exclusive” means that the Seller agrees to not sell Templates to any other third party buyer in the Primary Distribution Area so long as Buyer maintains a paid membership on the Website.

Online Distribution.  This agreement does not include the right for the Buyer to publish the Templates, or any portion of the Templates, online, or include them in any online distribution format such as, but not limited to, email newsletters, ezines, podcasts, etc.  That right is exclusively reserved for the Seller. 

D.        TERMS OF USE OF TEMPLATES AND PROPRIETARY MARKS

Use of LAUGHABLE NEWS Name in Business Name of Buyer.  Buyer shall not use in any manner whatsoever “LAUGHABLE NEWS” or similar name that is likely to confuse the public as its business name, a business entity name, or bank account name.

Identification as “Buyer”.   Buyer may identify to the public that Buyer is an “Authorized Distributor of The LAUGHABLE NEWS Newsletter” so long as such identification and/or the use of the Proprietary Marks do not in any manner whatsoever serve as the primary identification of Buyer’s business to the public.  Further, such identification shall not be done in such a manner that is likely to convey to the public that Buyer is a franchise outlet of LAUGHABLE NEWS.  To do so would be a substantive breach of this Agreement. The application and execution of this Paragraph shall be regularly and periodically monitored by LAUGHABLE NEWS for potential and actual breaches hereof.  Buyer shall fully cooperate with LAUGHABLE NEWS in the monitoring of the application and execution of this Paragraph, and upon request of LAUGHABLE NEWS deliver for review by LAUGHABLE NEWS all advertising of the Buyer.  Any and all use of the Proprietary Marks shall bear the appropriate copyright information setting forth the ownership of the materials by LAUGHABLE NEWS or its affiliate,

Buyer’s Right to Use Other Trade Names, etc.  Subject to the terms of this Agreement, Buyer shall have the right to use any trade names or trademarks it deems appropriate and which is lawful in distributing the Publication, and Buyer may register in the name of Buyer such trademarks (other than the Proprietary Marks or similar marks to the Proprietary Marks or marks likely to confuse consumers with the Proprietary marks) with the U.S. Patent and Trademark Office or any State agency without the approval of LAUGHABLE NEWS. 

Recognition of Copyright.   The Buyer by signing this Agreement recognizes and legally accepts for all purposes the Seller as the sole owner of all United States and Worldwide copyright of all Templates and the rights that pertain thereto whether the formal requirement of filing said copyrights have been completed or not (called “Copyrighted Material”). 

No Contest to Proprietary Marks and Copyrighted Material.  During the term of this Agreement and thereafter, the Buyer shall not undertake to do or permit to be done any act that would or might jeopardize or invalidate the Proprietary Marks and/or the Copyrighted Material  or their applications and/or registrations nor to do any act that might assist or give rise to an application to remove the Proprietary Marks or Copyrighted Material from any national register or that might prejudice the right of the Seller to the Proprietary Marks or Copyrighted Material.  Further, the Buyer shall not object to or otherwise contest Seller’s exclusive right, title and interest in and to, or the validity of, the Proprietary Marks and Copyrighted Material for the purposes of this Agreement.

Reputation, Industry Standards, and Local Law.  The Buyer agrees that its use of the Proprietary Marks and Copyrighted Material shall be such as to not adversely affect the good name and value of the Proprietary Marks and Copyrighted Material.  The Buyer further agrees that in using the Proprietary Marks and the Copyrighted Material such use shall be in conformity with all applicable laws and regulations of the State of Buyer’s domicile, the local governments, and the United States of America, including obtaining all governmental licenses required to perform the Services, and obtaining said governmental licenses prior to the use of the Proprietary Marks and Copyrighted Materials.

Development of Marketing and Operation Plan.  Notwithstanding any any information provided to the public through Seller’s Website(s), the Buyer is an independent contractor andnot in any manner whatsoever subject to control or supervision of the Seller in the marketing and or operations of any business of the Buyer which in any manner whatsoever utilizes the Templates.  The Buyer shall have the sole responsibility to develop marketing and/or an operations plan in the event that the Buyer chooses to commercially exploit the use of the Templates.  The Seller shall not, and it shall not be the responsibility of the Seller, to develop a marketing and/or an operations plan for the Buyer.  Further, in the event that the Buyer develops marketing and/or operations plan, the Buyer shall not rely on the content of any information the Buyer obtains in Buyer’s voluntary use provided to the public through Seller’s Website.

Changes to Templates by Seller.  The Seller reserves the right to change the format, content, or appearance of the Templates at any time without notice to Buyer and without liability to the Buyer.

Changes to Templates by Buyer.  The Buyer may make any changes to the Template without notice to the Seller.  These changes include, but are not limited to, the name of the newsletter, the header design, the layout of ad and content columns, and/or the content of the newsletter.  However, if the Buyer continues to use the copyrighted name "The Laughable News" anywhere on the Template or elsewhere, then the Buyer MAY NOT make any changes to the layout of the Template, and it must remain original in its entirety.  If, at any time, the Seller decides that the Buyer is in breach of this clause, then the Seller will have the right to terminate the agreement immediately without monetary refund to the Buyer.  As well, the Seller assumes no responsibility for any legal issues arising from the Buyer changing the Template.  

Annual Membership Fee.  The Buyer's annual membership fee will not change as long as the Buyer maintains an active, uninterrupted, Paypal subscription, created during the website registration.  Should the Paypal subscription be terminated, for reasons that include, but are not limited to, lack of funds in Buyer's account, expired credit card, or the Buyer terminating the subscription, then the Buyer will forfeit the right to purchase an annual membership at the previously amount.  Should the Buyer wish to purchase an annual membership, the Buyer will have to create a new Paypal subscription at the current rates listed on The Laughable News website.

Termination of Agreement.  Following the initial membership purchase under the terms of this Agreement, this Agreement will automatically terminate after a period of one (1) year, in the event that Buyer fails to maintain a paid membership through PayPal. The Buyer will lose all rights to publish the Templates, and the Distribution Areas will become immediately available by The Seller to new parties.  

E.         WEBSITE USE

Free Use of Library.  During the term of this Agreement, the Buyer shall have the right to the free use of information located on Seller’s private Website.  Such use is wholly at the option and determination of the Buyer and is not in any way whatsoever mandated by this Agreement. 

Accuracy, Completeness, and Timeliness of Information On This Site. The Laughable News is not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on the site. You agree that it is your responsibility to monitor changes to the site.

Materials You Submit.  You acknowledge that you are responsible for any material you may submit via the site, including the legality, reliability, appropriateness, originality and copyright of any such material. You may not upload to, distribute or otherwise publish through this site any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the site.

If you do submit material, and unless we indicate otherwise, you grant The Laughable News an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such material throughout the world in any media.

F.         REPRESENTATIONS OF SELLER AND ACKNOWLEDGMENT BY BUYER

1. No Earnings Representation.  Buyer agrees that by Buyer’s use of the Rights granted by this Agreement,Seller shall not and has not represented that the Buyer will with certainty earn, is likely to earn, an amount of or in excess of the initial membership payment or earn any amount whatsoever.   The Seller has represented to the Buyer that whether or not Buyer shall earn an amount in excess of the initial membership payment or any amount whatsoever is wholly dependent on the (i) business acumen and abilities of the Buyer (ii) as well as the sole due diligence of the Buyer in ascertaining the viability of said commercial market, and (ii) not on the representations of Seller or anyone else.
2. No Representation as to Market.  Buyer acknowledges and agrees that Seller shall not and has not represented specifically to the Buyer that there is an established, guaranteed, and/or commercial market that is commercially exploitable by the use of the rights granted by this Agreement.  The Buyer acknowledges that the Seller has represented to the Buyer that whether or not there is a substantive commercial market for the exploitation and commercial use of the the Rights granted by this Agreement by the Buyer is wholly dependent on the business acumen and abilities of the Buyer as well as the sole due diligence of the Buyer in ascertaining the viability of said commercial market.
3. Marketing Plan.  As each geographical market may be different from other markets, and a marketing plan that may be successful in one market may not be successful in another market, Buyer acknowledges and agrees that Seller shall not and has not provided a marketing plan to Buyer and represented specifically to the Buyer that there is an established and substantive marketing plan that for the benefit of the Buyer will successfully and commercially exploit the use of the rights granted by this Agreement for profits.  The Buyer acknowledges that the Seller has represented to the Buyer that whether or not there is a substantive commercial marketing plan that will successfully and commercially exploit the use of the License Rights for profits is wholly dependent on the business acumen and abilities of the Buyer as well as the sole due diligence of the Buyer in ascertaining the viability of said commercial market and the particular marketing plan, if any, that will be successful in said marketplace.  “Marketing plan" means advice or training provided to the Buyer by the Seller or a person recommended by the Seller pertaining to the sale of products, equipment, supplies, or services
4. Marketing in Conjunction with Registered Licensed Mark(s.)  Seller has represented and Buyer agrees that any and all marketing under this Agreement is done in conjunction with the licensing of a registered trademark or service mark set forth in Exhibit A. effectively registered under federal law on or after October 1, 1996.
5. No Buy-Back Representation.  Seller shall not and has not represented that the Seller or anyone else may or will  purchase and/or buy back or is likely to buy back any materials, equipment, product or service provided to the Buyer by the Seller or any third party on behalf of the Seller
6. No Distribution by Seller.  The Seller shall not and has not represented that the Seller will sell, lease, or distribute the goods made or services rendered by the Buyer.
7. No Refund Guarantee.  The Seller shall not and has not represented to the Buyer that the Seller shall refund any fees of any kind whatsoever in the event that the Buyer is unsatisfied with the Licensing Opportunity as set forth in this Agreement. The Seller shall not and has not represented to the Buyer that the Seller may or will pay to the Buyer the difference between the initial payment and the Buyer’s earnings derived from the business of the Buyer which is the subject of this Agreement.
8. No Location or Account Assistance.  The Seller shall not and has not represented to the Buyer or assisted the Buyer, directly or indirectly, in determining or finding a location on a premises neither owned nor leased by the Seller or Buyer for Buyer’s business, including but not limited to, supplying the Buyer with the name of a locator company(s) to find the Buyer a business location.  The Seller shall not and has not represented to the Buyer or assisted the Buyer in finding accounts (e.g. customers) and/or retail outlets for the Buyer’s products and/or services.
9.  Read and Understands This Paragraph.  The Buyer represents and agrees and certifies by placing a check in the box, on the registration form, in front of the words 'Accept Term and Conditions' to indicate that Buyer has read and understands in whole and in part this Paragraph F.1 through F.8.

G.         TERM OF AGREEMENT.

            Provided that the Buyer is in compliance with the terms of this Agreement, the Buyer may extend this Agreement annually by maintaining an original paid PayPal subscription.

H.         INDEMNITY

Buyer Indemnity Obligations.  The Buyer agrees at its expense to defend, indemnify and hold Seller harmless from any and all third party claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert witness fees) arising out of (i) Buyer providing newsletters to customers, (ii) Buyer’s advertising, promotion, or sale of advertising, (iii) Buyer’s misuse of the Templates, Proprietary Marks or Copyrighted Material causing injury to third party(s. 

Seller Indemnity Obligations.  Seller agrees at its expense to defend, indemnify and hold Buyer harmless from any and all third party claims, demands, and causes of actions and judgments (including attorney’s fees, court costs and expert fees) that, if true, would constitute a breach of Seller’s rights to the Proprietary Marks and/or Copyrighted Material.

I.          MISCELLANEOUS PROVISIONS

Assignment.  The Distribution Area(s)recognized by the Seller are personal to the Buyer, and Seller has no obligation whatsoever to recognize the Distribution Area(s) to any successor of the Buyer.  In the event the Buyer wishes to sell the Distribution Area(s) to a third party, the Buyer must obtain the written consent of the Seller, which shall not be unreasonably withheld.

Entire Agreement.  This Agreement, including Exhibits and documents referred to therein, constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior oral or written agreements, understandings or arrangements between them relating to such subject matter.  Neither party shall be entitled to rely on any agreement, understanding, arrangement, or representation relating to the subject matter of this Agreement that is not expressly contained in this Agreement.

Amendment of Agreement.  This Agreement (excluding Exhibits) shall not be amended or modified without the written consent of both parties hereto. 

Waiver of Rights under This Agreement.  No failure or delay on the part of either party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.

Legal Relationship of the Parties.  The parties to this Agreement are solely and only independent contractors entering into a Website membership purchase, and they have no other legal relationship with each other, including but not limited to, partners, joint venturers, limited partners, shareholders, franchisor-franchisee, or any other legal relationship.  In the event that any provision or provisions of this Agreement create an entity other than two contracting independent contractors, then said provisions shall be deemed void ab initio, and the parties agree to re-write this Agreement in a manner that precludes the finding of a legal entity other than two independent contractors contracting to be parties to a purchaseAgreement as intended by the parties.

Independent Contractor Status of Buyer

This Agreement shall not render the Buyer an employee, partner, agent of, or joint venturer with Seller for any purpose.  The Buyer is and will at all times during the term of this Agreement remain an independent contractor in Buyer’s relationship to Seller and Seller’s relationship to Buyer.  Seller shall not be responsible for withholding taxes with respect to the Buyer’s compensation hereunder, if any.  The Buyer shall have no claim against Seller hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind whatsoever.

NOTWITHSTANDING ANY OTHER PROVISION OR PROVISIONS OF THIS AGREEMENT, OR ANY WRITTEN OR ORAL AGREEMENT(S) RELATED IN ANY MANNER WHATSOEVER TO THE PERFORMANCE OF THIS AGREEMENT, THE PERFORMANCE BY THE BUYER IN ANY WORK THAT PERTAINS IN ANY MANNER TO THE USE OF THE PROPRIETARY MARKS AND THE COPYRIGHTED MATERIAL (“WORK”) SHALL (i) BE SOLELY CONTROLLED BY THE BUYER AS TO THE MANNER IN WHICH THE WORK IS PERFORMED, (ii) THE TIME REQUIRED TO PERFORM THE WORK, (iii) AND THE PERSONNEL THAT PERFORMS THE WORK (PROVIDED SAID PERSONNEL ARE PROPERLY LICENSED BY THE GOVERNMENTAL AUTHORITIES IN THE DISTRIBUTION AREA). THE PARTIES AGREE THAT NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT, (i) AT ANYTIME DURING THE TERM OF THIS AGREEMENT THE BUYER IS NOT REQUIRED TO BE TRAINED DURING SAID TERM BY SELLER TO PERFORM THE WORK UNDER THIS AGREEMENT, (ii) THE ORDER AND SEQUENCING OF ALL WORK IS UNDER THE SOLE CONTROL OF THE BUYER, (iii) THE BUYER IS NOT SUBJECT TO DISMISSAL BY SELLER FOR REASONS OTHER THAN THE NON-PERFORMANCE OF THE PROPRIETARY MARKS AND COPYRIGHTED MATERIAL  APPLICATIONS OF THE AGREEMENT AS SET FORTH IN THE AGREEMENT, AND (iv) THE BUYER IN PERFORMING THE WORK CONTEMPLATED BY THIS AGREEMENT IS NOT UNDER THE SUPERVISION IN ANY MANNER WHATSOEVER OF SELLER.  UNDER THIS AGREEMENT, OR ANY OTHER AGREEMENT, WRITTEN OR ORAL, BUYER IS NOT REQUIRED TO PURCHASE ANY MATERIALS OR EQUIPMENT FROM THE SELLER OR ANY THIRD PARTY.  IN THE EVENT THAT THE BUYER PURCHASES MATERIALS AND/OR EQUIPMENT FROM THE SELLER OR OTHER THIRD PARTY(S), BUYER HEREBY STATES AND DECLARES THAT SUCH PURCHASE OR PURCHASES SHALL BE COMPLETELY AND WHOLLY VOLUNTARY BY THE BUYER, AND DONE WITHOUT UNDUE INFLUENCE, COERCION, OR ECONOMIC THREAT OF ANY KIND WHATSOEVER BY THE SELLER OR ANY PERSON OR ENTITY ON SELLER’S BEHALF AND SUCH TRANSACTIONS ARE ONLY “ARMS-LENGTH” TRANSACTIONS.  THE BUYER SHALL DETERMINE THE APPLICATION AND USE OF ALL BUILDINGS, OFFICES, TOOLS, EQUIPMENT AND MATERIALS THE BUYER DEEMS NECESSARY TO PERFORM THE WORK AS CONTEMPLATED BY THIS AGREEMENT.  THE BUYER UNDERSTANDS AND AGREES THAT BUYER MAY EARN A PROFIT OR SUSTAIN A LOSS IN THE PERFORMANCE OF THE WORK RELATED TO THIS AGREEMENT, AND THAT SELLER IS NOT RESPONSIBLE TO THE BUYER FOR SUCH PROFIT OR LOSS.  THE BUYER SHALL HAVE SOLE CONTROL AND DETERMINATION AS TO WHAT PARTIES AND TO WHOM IT SHALL PROVIDE SERVICES USING THE PROPRIETARY MARKS AND/OR THE COPYRIGHTED MATERIAL OF THE SELLER AS SET FORTH IN THIS AGREEMENT.  THE BUYER SHALL DEVOTE SUCH TIME TO THE PERFORMANCE OF THE WORK OF THIS AGREEMENT AS THE BUYER SHALL SOLELY DETERMINE. 

Exhibits Part of Agreement.  The Exhibits to this Agreement and any documents referred to therein shall form part of this Agreement as if they were specifically set out herein.

Governing Law, Arbitration and Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta, Canada.  Any and all litigation to enforce or interpret the provisions of this Agreement or the parties’ rights or obligations arising out of this Agreement or the performance hereunder shall be maintained only in the  an arbitration proceeding held pursuant to the rules of the American Arbitration Association and said proceeding shall be held in Edmonton, Alberta Canada.

Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction be contrary to law, all remaining provisions of this Agreement shall remain in full force and effect.

Buyer Right to Counsel.  The Buyer represents and acknowledges that before agreeing to this contract, by checking the box on the registration form, in front of the words 'Accept Term and Conditions', the Buyer had the opportunity to seek legal counsel to advise Buyer on the terms and conditions of this Agreement and did so.

Replaces Prior Agreement and Understandings.  By executing this Agreement the parties hereby agree that this Agreement replaces in whole in and all prior agreements and understandings, whether written or oral, and said prior agreement and understanding shall not be used in any manner whatsoever to establish in a court of law or elsewhere any interpretation of the terms of this Agreement.  Upon the execution of this Agreement by the parties hereto all prior Agreements and understanding, written or oral, are deemed void, and void ab initio (from the beginning).  The parties, further, waive any and all rights to pursue any action of any kind whatsoever based upon said prior agreements and understandings.

Waiver of Statute.  The Buyer hereby waives the application of any Business Opportunity Statute that is applicable to the Buyer and/or Sellers where such waiver is acceptable by law. Business Opportunity Statues require the registering of the elements of the business opportunity with the appropriate State.  The registration statement sets out the terms and conditions as well as the business and personal history of the party(s) offering the business opportunity.  The Buyer represents and agrees and certifies by placing a check in the box, on the registration form, in front of the words 'Accept Term and Conditions' to indicate that Buyer has read and understands in whole and in part this Paragraph .

Disclaimer of any guarantee of earnings or profits.  Buyer understands and agrees and certifies by placing a check in the box, on the registration form, in front of the words 'Accept Term and Conditions' that the Seller does NOT guarantee that Buyer shall have any earnings or profits whatsoever derived, directly or indirectly,  from the full or partial utilization in any manner whatsoever of the Templates and/or this Agreement.        

THIS AGREEMENT is executed on the date of Website registration by The Buyer

EXHIBIT A.

Licensed Marks

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