HotDocs Market Terms And Conditions

Revised Wednesday, October 7, 2020 10:59:20 AM

TERMS AND CONDITIONS GOVERNING USE OF HOTDOCS MARKET IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING "I AGREE" YOU AGREE TO BECOME LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS THEN CLICK "I DO NOT AGREE", AND YOU WILL HAVE NO ACCESS TO THE SERVICE. PORTIONS OF THE SERVICE ARE SUBJECT TO THIRD-PARTY LICENSES WHICH MAY FURTHER AFFECT YOUR RIGHTS IN THE SERVICE (SEE BELOW FOR MORE DETAILS). BY CLICKING "I AGREE", YOU AGREE TO ACCEPT AND PERFORM THESE TERMS. PLEASE PRINT AND STORE TERMS FOR FUTURE REFERENCE. THE AGREED VERSION IS ALSO AVAILABLE VIA THE LINK PROVIDED WITHIN THE SERVICE. THESE TERMS INCLUDE LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY (INCLUDING LIABILITY FOR ANY INDEMNITY HEREIN). References to 'the Service' means use of the HotDocs Market web-based service including (without limitation) access to the HotDocs templates published on the website ('the Content'), all software used through the medium of the website, and data processed using the website. 1. Governing Law and Jurisdiction These Terms and Conditions shall be construed under the laws of the State of California regardless of conflict of law provisions. You and HotDocs Corp irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Diego County, California for all disputes arising out of or relating to these Terms and Conditions, your use of the Service, or the services contemplated therein. Neither party will bring a legal action arising out of or related to these Terms and Conditions, use of the Service, or the services contemplated therein more than two years after the cause of action arose. You and HotDocs Corp further agree that as a condition precedent to instituting any legal action, the parties must participate in a non-binding mediation in San Diego, California before a neutral from JAMS, with the parties equally splitting the costs of that mediation. If the parties cannot agree on a JAMS neutral, the neutral shall be selected by JAMS at its sole discretion. The mediation process shall be initiated by the aggrieved party submitting the case for mediation to JAMS directly, after providing the other party with notice of its intent to institute mediation. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND HOTDOCS CORP AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. NO ARBITER OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS UNDER THESE TERMS AGAINST EITHER PARTY TO THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES. 2. Amendments to the Terms These Terms represent the entire agreement between you and HotDocs Corp relating to the Service and supersede all prior oral or written discussions and agreements. The Terms may be varied only as follows: 2.1. These Terms may be replaced entirely by a contract in writing signed by you and by HotDocs Corp which expressly states that it governs provision of the Service and that it overrides these Terms; and 2.2. FROM TIME TO TIME, WE MAY POST AMENDED TERMS ON THIS WEBSITE. IF WE DO, WE WILL NOTIFY YOU. UNLESS YOU TERMINATE THE SERVICE, THE AMENDED TERMS WILL TAKE EFFECT ON THE DATE STATED IN THE NOTIFYING EMAIL, OR IMMEDIATELY IF NO DATE IS STATED. 3. The Provider of the Service The Service is offered by HotDocs Corporation, a Delaware Corporation with its principal place of business at 4850 Eastgate Mall, San Diego, CA 92121 ('HotDocs Corp') and references to 'we', 'our' and 'us' mean HotDocs Corp. HotDocs Corp is an authorized reseller in the USA appointed by AbacusNext International Limited (formerly HotDocs Limited), a company registered in Scotland with company number SC166375 and with its registered office at Edinburgh Quay, 133 Fountainbridge, Edinburgh, EH3 9AG. All rights in the Service, and the related trademarks, are owned by AbacusNext International Limited. Both HotDocs Corp and AbacusNext International Limited are subsidiaries of Abacus Data Systems, Inc., any of whom (or their respective employees) or Affiliates may perform the obligations of HotDocs Corp set forth herein. 4. The Regulator References in this agreement to the 'Regulator' means the organization in your jurisdiction which is generally accepted as the principal regulator or professional licensing body for providers of legal services. 5. Content The Service is designed to provide Content suitable for use by lawyers providing legal services within their field of expertise. The Service is not a substitute for legal expertise and Content is designed for use by persons with the requisite legal expertise. However, while the Service may be used by non-lawyers, you are responsible for selecting appropriate Content; ensuring output documents created from the Content meet your specific needs and for ensuring that Content is used either by a lawyer with appropriate expertise or for obtaining legal advice to ensure correct use of Content. 5.1 When subscribing to Content you may elect to share the Content with other individuals by choosing to purchase multiple licenses for the Content. In such circumstances those individuals will only be able to access the Content if and when they too accept these Terms of use. Otherwise, you may not make the Service or Content available to any third party. 5.2. Some Content may be limited to particular groups of users. For example, some Content may be available (or available on special terms) only to members of a specified bar association. You may be required to provide details of your qualifying membership of such groups and HotDocs Corp may limit access to Content based on lists or criteria provided by third-party publishers who desire to limit access to their Content. 5.3 You must use the Service only in accordance with the requirements and restrictions of your Regulator (if applicable). 5.4 To the extent that HotDocs Corp enables you to use subscribed Content through services or software other than the Service, such use of the Content will continue to subject to these Terms. 5.5 HotDocs Corp is not responsible for use of Content with software or services provided by third parties and hereby disclaims all liability whatsoever and howsoever arising from such use. 5.6 The Content is designed for use within the territories specified in the Content description and use of the Services is restricted to users within those territories. 6. Charges Charges are made for use of Content. Some Content may be available free of charges. Charges may be in the form of a charge for use of Content for a specified period, or for single use of Content and/or on the basis of any other mechanisms advertised within the Service from time to time. Within this agreement, references to 'subscriptions' or 'subscribing' are used generically to refer to any such arrangements as may be applicable to the relevant Content. 6.1 The prevailing charges for subscriptions to Content may vary from time to time without notice and are set out on the website in the Content description exclusive of sales or use taxes (if applicable) which will be payable in addition to the charges at the rate prescribed by law. 6.2 Charges are payable at the point of subscribing to Content and will be collected from your debit or credit card using the services of a third-party services provider. By default (which you can change), subscriptions will be tagged for automatic renewal at the end of the subscription period, subject to a price increase to the charges then set by the publisher or content provider of each particular subscription you have subscribed to. 6.3 Upon subscribing to Content, you will receive a receipt, which may be an online receipt, confirming the payment of a subscription and any applicable sales or use taxes. 6.4 If you believe your credit or debit card has been used fraudulently with the Service, you should contact your card issuer and contact Support by one of the methods set out below. In such circumstances HotDocs Corp will investigate and promptly address your concerns. Where it is established to HotDocs Corp's reasonable satisfaction that your debit or credit card has been used fraudulently to make a payment, HotDocs Corp shall refund the charges. 7. Term These Terms take effect when you agree to them and will continue until the Service is terminated and your subscriptions to use the Content or Service expire as follows: 7.1 Use of the Service may be terminated at will by either you or HotDocs Corp by notice at any time; and 7.2 Unless you are in breach of this agreement, you may continue to use Content after the Service is terminated for the unexpired period of your subscription, and such use will be governed by these Terms. 7.3 Termination of the Service will not affect any accrued rights or liabilities of either party or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination. 8. License for Use of the Service In consideration of the charges set out in these Terms, HotDocs Corp grants to you a personal, non-transferable, royalty-free license to use (for the period of your subscription) the Service and the Content subscribed in accordance with these Terms. In connection with this license, you must not: * translate, modify, or create derivative works of the Content or the Service; * disclose, publish, distribute, sell, assign, lease, sublicense, market or transfer the Content (except as expressly permitted by these Terms); * attempt to derive the source code, source files or structure of the software contained in the Service by reverse engineering, disassembly, decompilation or any other means; * use the Service except in accordance with all applicable laws; * introduce into the Service any "malware," such as, but not limited to, viruses, worms, and Trojan Horses; * use deep-links, page scrapes, web crawlers, web robots, spiders, wanderers, web scutters, ants, automatic indexers, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things in connection with the Service, or use other automated processes to access or use the Service; * attempt to access the accounts of any user of the Service; * share your log-in name or password; * post, transmit or link from any unlawful, infringing, misleading, deceptive, threatening, libelous, defamatory, plagiarized, fraudulent, harassing, obscene, discriminatory, inflammatory, pornographic or profane material, spam or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate applicable law; or * obtain or attempt to obtain any Content through any means not intentionally made available or provided for through the Service. 9. Intellectual Property Rights "Intellectual Property Rights" means copyright and all other legal and beneficial intellectual and industrial property rights (including patents, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), database rights, know-how and confidential information) whether conferred by contract, common law or otherwise throughout the world no matter what such rights may be known as in any particular country in the world. AbacusNext International Limited and/or the third-party providers retains ownership of all Intellectual Property Rights in the Service, including (without limitation) the content of this website, and software made available through the medium of the Service and the Content. 10. Maintenance of the Service HotDocs Corp (and/or its Affiliates, including but not limited to Abacus Data Systems, Inc.) will apply changes to the Service as follows: * bug-fixes; * functionality enhancements; and * software patches for the operating systems, applications software, and database engine. 10.1 Unless changes are anticipated to have a material impact on users, HotDocs Corp may apply changes without notice. 10.2 The Service is subject to downtime for the purpose of applying changes. HotDocs Corp will take reasonable steps to schedule downtime at a time and duration which will minimize impact on customers. 10.3 HotDocs Corp may suspend operation of the Service temporarily and without prior notice for the purpose of protecting the Service from security or denial of service risks. 11. Support "Support" means assisting the Customer to resolve or workaround any errors or interruption in the operation of the Service. Support excludes: * addressing issues with the substantive drafting of the Content; * assistance as an alternative to appropriate training; * resolving failures to connect to the Service caused by loss of Internet connectivity not under the control of HotDocs Corp; * resolving failures to connect to the Service caused by the configuration of firewalls, security software or comparable restrictions imposed on you outside the control of HotDocs Corp; and * support for any software supplied by HotDocs Corp and licensed pursuant to a separate agreement (for which a separate maintenance and support agreement is available) or any other services provided by HotDocs Corp. 11.1 HotDocs Corp will provide a facility for you to request Support in connection with errors or interruption in the operation of the Service or failure of the Content correctly to assemble and produce a legible output document. Where appropriate, HotDocs Corp will enlist technical assistance to investigate such errors and failures in order to resolve the matter. 11.2 Support may be requested using the methods published on the website for the Service. 11.3 Support operates on business days between 9.00am Eastern Standard Time and 8.00pm Eastern Standard Time. 11.4 You are required to provide reasonable assistance to facilitate efficient handling of Support requests. Such assistance may include (where permissible for you) participation in remote connections to your PC. 11.5 You are required to notify HotDocs Corp of any problems with the Service or Content promptly. 11.6 HotDocs Corp will prioritize requests for Support having regard to the severity of the issue. 11.7 Support relating to the substantive drafting of Content will be provided by the third party publisher of the relevant Content in accordance with the arrangements specified in the description of that Content. 12. Privacy and Security You acknowledge and agree to HotDocs Corp operating the Service using facilities provided by Microsoft Corporation known as 'Windows Azure' subject to the Microsoft Windows Azure Platform Privacy Statement prevailing from time to time. The Service may be suspended if Microsoft suspends Windows Azure including: * in response to direct or indirect threats to the Microsoft network; * to prevent unauthorized access to customer data; or * to comply with legal requirements. 12.1 In the course of operating the Service, the Licensor may collect, store, use and delete personal data (that is to say, data about an identifiable individual) as follows: * your log-in credentials for the Service; * personal data which you enter (if any) in the course of using Content (that is to say, data which is stored as part of the "answer file" created when you complete an 'interview' of a HotDocs template which happens to include personal data). HotDocs Corp does not have the technical ability to differentiate personal data from any other data you enter in the course of using Content. 12.2 HotDocs Corp may share the following information with the third party publishers of Content in relation to subscriptions of their Content: * the name and email address of the person who subscribes for Content and the names and email address of any persons sharing the Content; * details of the Content subscription, including an identifier for the Content title, the number of licenses subscribed and the expiration date of the licenses; and * in the case of Content which is made available only to specific groups of users, details of your qualifying criteria for such groups. 12.3 You must not undertake penetration testing of the Service or use the Service in a manner which is intended to induce poor performance or failure of the Service. 12.4 You must notify HotDocs Corp promptly of any unauthorized access or use that you become aware of. 12.5 With respect to data you input into the Service (including the creation and storage of "answer files") you must comply with all Data Privacy laws. You acknowledge that HotDocs Corp shall have the right to delete "answer files" at any time without notice. 13. Warranties and Limitations of Liabilities 13.1 HotDocs Corp warrants that it: * is lawfully entitled to provide the Service; and * uses commercially reasonable efforts to check that the Service contains no viruses or malware. 13.2 HotDocs Corp does not provide legal services and does not provide any warranty as to the suitability of the Content for any particular purpose. If you are a lawyer, it is solely your responsibility to assess whether Content meets the needs of your clients and to provide your clients with appropriate advice on the documents generated from Content. If you are a non-lawyer, it is your responsibility to assess whether Content meets your needs and to obtain appropriate legal advice to ensure correct use of Content. 13.3 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS-IS" WITH NO WARRANTIES. HOTDOCS CORP EXPRESSLY EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. HOTDOCS CORP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICE WILL SATISFY YOUR, OR ANY THIRD PARTY'S, REQUIREMENTS. 13.4 HOTDOCS CORP'S AGGREGATE LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT (INCLUDING ANY INDEMNITY) IS LIMITED TO A REFUND OF THE SUBSCRIPTION CHARGES ACTUALLY PAID BY YOU IN THE LAST TWELVE MONTHS. IN NO EVENT WILL HOTDOCS CORP BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR LOST REVENUES SUFFERED AS A RESULT OF OR IN ANY WAY CONNECTED WITH THE SERVICE OR CONTENT, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS ON LIABILITY APPLY IRRESPECTIVE OF THE SUCCESS OR EFFECTIVENESS OF ANY EXCLUSIVE REMEDIES HEREUNDER 13.5 NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW. 14. Force Majeure HotDocs Corp will not be liable for any failure of the Service to the extent that it is prevented, hindered or delayed in the performance or observation of its obligations by reason of any circumstances beyond its reasonable control including industrial action, strike, walkout, accident, war, fire, explosion, earthquake, failure of the Internet, act of God or any cause or contingency beyond its control. 15. Severance If any term in these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, such term will be reduced or otherwise modified by such court or arbitrator to the minimum extent necessary to make it valid and enforceable. 16. No Partnership These Terms do not create an agency or partnership between the parties. Neither party has the authority to bind the other, to incur any liability or otherwise act on behalf of the other, or to direct the employees of the other. 17. Waiver Failure or neglect by HotDocs Corp to enforce at any time any of the provisions of these Terms will not be deemed to be a waiver of HotDocs Corp's rights or bar any future exercise of such right by HotDocs Corp. 18. Assignment Your rights and obligations under this agreement are personal and may not in any circumstances be assigned, charged, or transferred, without the prior express written consent of HotDocs Corp. 19. Subcontracting HotDocs Corp may subcontract any work under these Terms to any third party or Affiliate, including but not limited to its parent company Abacus Data Systems, Inc., without your prior consent. HotDocs Corp shall remain responsible for the performance of acts, and omissions of any subcontractors or Affiliates. 20. Notices 20.1 Notices served by HotDocs Corp in connection with these Terms may be served: * by online notifications to you when you log in to the Service; * by email to your last notified email address; or * in writing by post or by courier to your last notified postal address. 20.2 Notices served by you in connection with these Terms may be served only by sending via certified mail to: Legal Department HotDocs Corp 4850 Eastgate Mall San Diego, CA 92121 With a copy sent to notices@abacusnext.com 21. Advertising By using the Service, you agree and consent to HotDocs Corp advertising (within the Service) other services HotDocs Corp and/or its Affiliates offer. 22. Data Processing Addendum The Data Processing Addendum set forth at www.abacusnext.com/dataprocessingaddendum is expressly incorporated into these Terms and Conditions by reference.