- "Company" means Information Professionals Company, entities affiliated or associated with Company, Company’s subsidiaries and parent companies, and the volunteers, agents, employees, contractors, officers, members, managers, shareholders and directors of the foregoing.
- "Service" means Company’s fillable digital forms service, and any corresponding documentation, associated media, printed materials, and online or electronic documentation.
- “License Period” shall mean the calendar year. For agreements commenced after January 1 of a given year, “License Period” shall be the period from the date of commencement until December 31 of that year.
- Grant of License
In consideration of being allowed to use the Service, and for other good and valuable consideration of which you acknowledge the receipt and sufficiency, you are granted the license set forth in this Section 2. The license granted herein is subject to the terms and conditions set forth in this Agreement:
- Company hereby grants you a limited, personal, non-exclusive, non-transferable license to download, view, copy and print any legal documents within the Service for your own personal, internal business use, or if you are an attorney or professional, for your client.
- You may only use the Service provided you have purchased the appropriate per-professional, per-library license(s). A license for the Service may not be shared or otherwise used concurrently with any unlicensed third party, nor may it be used after the expiration of your License Period.
- You acknowledge and agree that Company may audit your use of the Service for compliance with the terms of this Agreement at any time, upon reasonable notice. In the event that such audit reveals any use of the Service by you other than in full compliance with the terms of this Agreement, you shall reimburse Company for all reasonable expenses related to such audit, in addition to any other liabilities you may incur as a result of such non-compliance.
- Some portions of the Service may be subject to additional posted guidelines, rules or terms of service (collectively, "Additional Terms"), and your use of the Service will be conditioned on your agreement to said Additional Terms. If there is any conflict between this Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state that this Agreement will control.
- License Restrictions
- At no time does Company provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of legal documents, or strategies, or apply the law to the facts of your particular situation. Company is not a law firm and does not perform services performed by an attorney. Neither Company nor the Service is a substitute for the advice of an attorney.
- Company strives to keep the legal documents provided via the Service accurate, current and up-to-date. However, because the law changes rapidly, Company cannot guarantee that all of the legal documents provided via the Service are completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or legal tool like the kind Company provides via the Service can fit every circumstance. Furthermore, any legal information contained within the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific matter, you should consult a licensed attorney in your area.
- Company’s provision of the Service, and your use of it, is not intended to create any attorney-client relationship, and your use of the Service does not and will not create an attorney-client relationship between you and/or your client(s) on the one hand, and Company on the other.
- By ordering or downloading legal documents via the Service, you agree that the legal documents you order or download may only be used by you for your personal or business use, or used by you in connection with your client, and may not be sold or redistributed to any unlicensed third party.
- In the event that you fail to comply with this Agreement, Company may terminate your license to use the Service (with all other rights of both parties and all other provisions of this Agreement surviving any such termination), with no refund for amounts previously paid by you to Company.
The Service is owned and operated by Company. All right, title and interest in and to the Service, including but not limited to information, legal documents, logos, graphics, sounds and images (collectively, the "Materials") are owned either by Company or by Company’s respective third party authors, developers or vendors. Except as otherwise expressly provided by Company in this Agreement, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way. Any rights not expressly granted to you herein are reserved by Company.
- Disclaimer of Warranties
COMPANY PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICE OR ANY LEGAL DOCUMENTS PROVIDED VIA THE SERVICE. THE SERVICE AND ALL LEGAL DOCUMENTS PROVIDED VIA THE SERVICE ARE PROVIDED "AS IS" “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS.
COMPANY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY LEGAL DOCUMENTS PROVIDED VIA THE SERVICE ARE ERROR-FREE OR THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION.
COMPANY MAKES NO WARRANTY THAT: (A) THE SERVICE OR ANY LEGAL DOCUMENTS PROVIDED VIA THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR ANY LEGAL DOCUMENTS PROVIDED VIA THE SERVICE, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF THE SERVICE OR ANY LEGAL DOCUMENTS PROVIDED VIA THE SERVICE, WILL MEET YOUR EXPECTATIONS.
OBTAINING ANY LEGAL DOCUMENTS VIA THE SERVICE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK.
COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE VIA THE SERVICE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ANY PERSON OR ENTITY ASSOCIATED OR AFFILIATED WITH COMPANY SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- Exclusive Remedy
Your exclusive remedy under this Agreement is, in Company’s sole discretion, (i) a refund of amounts previously paid during the License Period in which your claim(s) arose, or (ii) (in the event of Service interruption in excess of 24 hours) an extension of the license period equal to the number of days that the Service was interrupted. Any misuse, accident, abuse, modification or misapplication of the Service will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
COMPANY'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE THEN-CURRENT LICENSE PERIOD (e.g., ONE MONTH, ONE YEAR).
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- This Agreement shall be governed by and in accordance with the laws and decisions of the State of Wisconsin, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Milwaukee, Wisconsin to resolve any disputes arising under this Agreement. You hereby agree that any cause of action you may have with respect to this Agreement must be filed in a federal or state court located in Milwaukee, Wisconsin, within ninety (90) days of the time in which the events giving rise to such claim began, or you agree to waive such claim. You agree no such claim may be brought as a class action.
- This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. The failure or delay of Company to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.
- If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be deemed automatically replaced with a provision having the maximum legal effect possible, and the remaining provisions of this Agreement will remain in full force and effect.
- You agree to indemnify and hold Company harmless from and against any and all costs and expenses (including, without limitation, court costs and attorneys fees) that Company may incur in connection with the commencement or threatened commencement of any legal proceedings in which Company is required to enforce or defend its rights under this Agreement.
- Nothing contained in this Agreement shall be construed to place you and the Company in the relationship of partners, joint venturers, or agents, and the parties shall have no power to obligate or bind each other in any manner whatsoever.
- All questions concerning this Agreement shall be directed to:
200 W Adams Suite 1800
Chicago, IL 60606
Telephone: (855) 668-3207