LegacyLock, LLC
1234 S Power Rd #101
Mesa, AZ 85206
info@mylegacylock.com
PLEASE CAREFULLY READ THIS ENTIRE SOFTWARE LICENSE AGREEMENT ("LICENSE"). THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND ESTATE DOCUMENTS PRO, LLC ("EDP"). BY YOUR ELECTRONIC ACCEPTANCE OF THIS LICENSE, YOU AGREE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT ACCEPT IT.
In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
1.1 Definitions. For purposes of this License, the definitions set forth below will be applicable:
"You", "Your" and "Licensee" (whether or not these terms are capitalized) mean the party who agrees to be bound by, and is in compliance with, the terms of this License with EDP. "Products" means EDP's do-it-yourself estate planning legal forms that are accessible via the Software. "Software" means the automated online software developed, maintained and licensed by EDP that provides access to the Products.
ARTICLE II. OWNERSHIP AND USE
2.1 Grant of License. Subject to the terms and conditions of this License, EDP hereby grants to you and you hereby accept a nonexclusive, nontransferable and revocable license to access the online Software. The Software is licensed, not sold, to you for use only under the terms of this license.
2.2 Permitted Uses. You agree that you will use the Software solely for the purposes of (1) enabling each of your customers/clients to whom you have sold a EDP do-it-yourself estate planning legal form to have access to such form via the Software available on EDP's Internet-based technology web portal, (2) accessing information and documentation relating to the Software (3) accessing (and permitting your customers/clients to access) EDP's estate planning legal forms that you purchase, (4) accessing (and permitting your customers/clients to access) information and documentation relating to EDP's estate planning legal forms that you purchase, (5) creating (and permitting your customer/client to whom you sell the Product to create) only one legal document for every one Product that you purchase [however, you are able to make corrections in the event of a mistake], (6) making copies (and permitting your customer/client to whom you sell the Product to make), for personal use only, of the one legal document that may be created for every one Product that is purchased, (7) provide copies to others (and permitting your customer/client to whom you sell the Product to provide copies to others), for personal use only, the one legal document created for every one Product that is purchased, and (8) for no other uses or reasons whatsoever. The permitted uses described in this Paragraph 2.2 are collectively referred to in this License as the "Permitted Uses".
2.3 Restrictions. Any replication of any aspect of the Software for your gain or the gain of any third-party, or for any use of a competitive nature, is strictly prohibited. Under no circumstances are you permitted to use the Software to your advantage, or to the advantage of any third-party, except for the Permitted Uses. You agree that you will not sell Products for purposes of subsequent resale. You agree that you will not, directly or indirectly, or permit anyone else to, copy (except as expressly permitted in this License), reproduce, reprogram, disassemble, take apart, dismantle, decompile, duplicate, translate to another computer language, reverse assemble, reverse translate, reverse engineer, create derivative works, or in any manner decode all or any part of the Software or Products for any purpose including, without limitation, to derive any source code therefrom or to ascertain the construction or operation of the Software or Products. You agree that, except for the Permitted Uses, you will not rent, lease, loan, license, re-license, sublicense, duplicate, resell, make available online, make publicly available, give, transfer or distribute the Software or Products, nor permit anyone else to do so, without EDP's prior written consent. Under no circumstance may more than one legal document be created from one Product that is purchased (however, you are able to make corrections in the event of a mistake). If you (or your customers/clients) want to create two legal documents of a particular type of legal document form, then it will be necessary to purchase two Products of that type of legal document form. Products sold by EDP are meant for use in particular States of the United States; you agree that you will not sell a Product for use in a particular State of the United States, or use a Product for a particular State of the United States, if that Product was sold by EDP for use in a different State of the United States.
2.4 Title and Intellectual Property. EDP (and its licensors, if any) will retain all right, title and interest (including all copyrights, patents, trademarks, trade names and other intellectual property rights) in and to the Software and Products, including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation, etc. Except to any extent provided by the license granted pursuant to this License, you are not acquiring, and will not acquire, any interest in the Software or Products, or any other products or materials, or any copies or portions thereof, provided or made available by EDP pursuant to this License. You are not acquiring, and will not acquire, any interest in any intellectual property owned by EDP (or its licensors, if any). The technology and business methodologies relating to the Software are proprietary and the sole property of EDP (and its licensors, if any). EDP will retain all rights to proprietary application development, business and technical methodologies, implementation, business processes and all other aspects of EDP's business and applications relating to the Software.
ARTICLE III. FEES
3.1 License Fees. This License will not become effective ("Effective Date") until you have paid to EDP the applicable annual license fee ("License Fee") for the Software. EDP may invoice you on a prepaid annual basis for annual Licensing Fees. All charges for License Fees will be due and payable to EDP within ten days (10) of the date of each invoice. Automatic payment for renewals may be set-up if agreed to separately by the parties. If an annual renewal of a License Fee is not paid on time, EDP may immediately suspend your access to the Software without notice, in which event this License will automatically terminate without notice. All License Fees are non-refundable, even if this License is suspended or terminated before the end of its term. Notwithstanding anything in this License to the contrary, EDP reserves the right to change License Fees and payment terms for License Fees from time to time, with written notice (which may be by email), in its sole discretion.
3.2 Product Fees. You agree to pay any and all prices and fees due for Products ("Product Fees") you purchase from EDP at the time you purchase each such Product. All Product Fees are non-refundable unless otherwise expressly noted in writing by EDP. EDP reserves the right to change or modify its Product Fees and payment terms for Product Fees from time to time, with written notice (which may be by email) or posted on EDP website(s), in its sole discretion. EDP may accept late payments, partial payments, and payments with restrictive endorsements (including but not limited to payments that state "paid in full") without limiting any of the rights of EDP under this License or otherwise. EDP may restrict your ability to purchase Products if you are delinquent on any payment due to EDP. Notwithstanding anything in this License to the contrary, EDP reserves the right to change Product Fees and payment terms for Product Fees from time to time, with written notice (which may be by email), in its sole discretion.
ARTICLE IV. TERM & TERMINATION
4.1 Term. The term of this License begins on the Effective Date and will continue for a period of twelve consecutive months. This License will automatically renew for an additional year(s) unless terminated as provided for in this License.
4.2 Termination without Cause. Either party may terminate this License, for any reason or no reason, by providing 30 days' written notice to the other party.
4.3 Automatic Termination. This License will terminate immediately and automatically without notice if you breach or fail to comply with Sections 2.2 or 2.3 of this License.
4.4 Effect of Termination; Fees; Return of Data. Upon termination of this License (a) you must immediately cease all use of the Software, (b) EDP may disable your access to the Software without notice and (c) any amounts due and payable to EDP by you must be immediately paid in full.
ARTICLE V. WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION
5.1 DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN SECTION 5.7 OF THIS LICENSE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND PRODUCTS IS AT YOUR SOLE RISK. EXCEPT AS PROVIDED IN SECTION 5.7 OF THIS LICENSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, AND EDP AND ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, AND CONTRACTORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND PRODUCTS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, QUIET POSSESSION, UNINTERRUPTED SERVICE, CORRESPONDENCE TO DESCRIPTION, CONFORMITY TO SAMPLES AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EDP DOES NOT GUARANTEE THAT ANY PRODUCT WILL APPLY TO A PERSON'S INDIVIDUAL CIRCUMSTANCES. IF ANYONE HAS QUESTIONS ABOUT THE APPLICATION, SUITABILITY OR EFFICACY OF A PRODUCT TO THEIR PERSONAL SITUATION, THEY ARE SOLELY RESPONSIBLE TO SEEK ADVICE FROM A LICENSED ATTORNEY, TAX ADVISOR AND/OR OTHER PROFESSIONAL.
NO ORAL OR WRITTEN INFORMATION GIVEN BY EDP (OR A EDP EMPLOYEE, AGENT OR CONTRACTOR) WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.
5.2 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE WILL EDP (OR ANY OFFICER, DIRECTOR, SHAREHOLDER, EMPLOYEE, AGENT, CONTRACTOR, REPRESENTATIVE, PREDECESSOR, SUCCESSOR OR AFFILIATE, OF EDP) BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR ANY OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS LICENSE, OR THE USE OF THE SOFTWARE OR ANY PRODUCT, EVEN IF EDP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EDP AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE WILL EDP (NOR ANY OFFICER, DIRECTOR, SHAREHOLDER, EMPLOYEE, AGENT, CONTRACTOR, REPRESENTATIVE, PREDECESSOR, SUCCESSOR OR AFFILIATE OF EDP) BE LIABLE FOR (1) THE PERFORMANCE, USE OR MISUSE OF THE SOFTWARE, (2) THE INABILITY TO USE OR ACCESS THE SOFTWARE, AND (3) THE RESULTS OF USE OF THE SOFTWARE.
EXCEPT AS PROVIDED IN SECTION 5.7 OF THIS LICENSE, NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON, THE ENTIRE CUMULATIVE LIABLITY OF EDP UNDER THE TERMS OF THIS LICENSE, AND IN CONNECTION WITH THE SOFTWARE, AND ARISING OUT THE RELATIONSHIP BETWEEN YOU AND EDP, WILL BE LIMITED TO THE LESSER OF (1) THE ACTUAL DAMAGES (NOT INCLUDING ANY ATTORNEYS' FEES OR COURT COSTS) YOU HAVE REASONABLY INCURRED IN CONNECTION WITH THIS LICENSE AND/OR THE SOFTWARE, OR (2) THE ACTUAL AMOUNT PAID BY YOU TO EDP IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD, OR (3) $1,000.
5.3 Your Representations and Warranties. You represent and warrant that you (a) will, at all times, comply with, and will remain solely responsible for compliance with, all applicable federal, state and local laws, regulations, ordinances, statutes, codes and rules, (b) will obtain, at your expense, any permissions and licenses necessary to perform activities under this License, and (c) will not engage in any deceptive, misleading or unethical practices. You will defend, indemnify and hold EDP harmless from and against any and all damages, costs, losses, claims, causes of action, lawsuits and expenses, including reasonable attorneys' fees, relating to breach of the aforementioned representation and warranty.
5.4 No Legal Advice. YOU UNDERSTAND AND AGREE THAT EDP IS NOT A LAW FIRM OR AN ATTORNEY, AND EDP DOES NOT PROVIDE LEGAL ADVICE OR LEGAL SERVICES. EDP is providing Software for the sale of do-it-yourself estate planning documents (i.e. Products) to professionals. The Software and Products are not legal advice or legal services. The Products are do-it-yourself legal forms that are to be prepared by customers/clients themselves or with the help of a properly licensed professional. You and/or your customers/clients are solely responsible to obtain legal advice from a licensed attorney.
EDP (and its employees, licensees, and contractors):
Do NOT assist in preparing legal documents (data-entry of client answers and printing software generated documents does not apply);
Do NOT review the information provided to determine if it is complete, accurate, valid or sufficient for preparing a document (clients are responsible for reviewing their documents for accuracy and completeness);
Do NOT review legal documents to determine if they were prepared correctly or whether they are appropriate for a person's particular situation.
You agree that you will not take the following actions, unless you are a properly licensed professional authorized to take such actions by the laws, ethical rules and/or professional rules applicable to you in your jurisdiction: (a) select which Products your customers should use; (b) assist your customers in preparing their legal documents; (c) review the information your customers provide to determine if it is valid or sufficient in preparing a document; or (d) review the legal documents your customers prepare to determine if they were prepared correctly or whether they are appropriate for your customers' particular situations. THE SOFTWARE AND PRODUCTS ARE NOT A REPLACEMENT OR SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY OR TAX ADVISOR.
5.5 No Estate Tax Planning. EDP does not provide financial, tax or estate planning advice or services. You agree that you will not, unless you are properly, legally and ethically authorized in your jurisdiction, provide financial, tax or estate planning advice or services. Your customers (or you) will be solely responsible to seek independent tax planning, estate planning and/or legal advice regarding any tax, estate planning, financial, accounting or business questions your customers (or you) may have about the Software or Products.
5.6 Indemnification by You. You agree to defend, indemnify and hold harmless EDP (and its officers, directors, shareholders, employees, representatives, agents, contractors and affiliates) (collectively, "EDP Persons") against any and all claims, liabilities, judgments, civil penalties, refunds, lost business, losses, expenses, suits, attorneys' fees, costs, administrative costs, collection costs and damages ("collectively, "Claims"), suffered by any EDP Person based on or arising from (a) any default or violation by you of any portion of this License, (b) your failure to pay for Product(s) you purchase, (c) your use or misuse of the Software, any Product or the EDP website, (d) any violation by you of any statute, ordinance, code, rule, regulation or law, (e) your violation of any third-party rights and (f) disputes between you and any third-parties.
5.7 Indemnification by EDP. EDP agrees to indemnify you (and your officers, directors, shareholders, employees, representatives, agents, contractors and affiliates) (collectively "Licensee Persons") against any and all claims suffered by any Licensee Persons (a) based on or arising from any default or violation by EDP of any portion of this License, and (b) if a Product sold for use in a particular State of the United States ("Target State") is found by a court of competent jurisdiction within the United States to be not appropriate for use in such Target State ("EDP Document Propriety Indemnification"). To make a claim on the EDP Document Propriety Indemnification, you must notify EDP in writing by certified mail (at Office of Dispute Resolution, Estate Documents Pro, LLC., 3101 North Central Avenue, 16th Floor, Phoenix, Arizona 85012) within 30 days following a claim or challenge regarding the appropriateness of use of a Product in a particular State of the United States, and such notification must be made before any ruling on such claim or challenge. Only you (or your personal representative) may make a claim on the EDP Document Propriety Indemnification; claims cannot be made on a class or representative basis. This EDP Document Propriety Indemnification: (a) applies only if a Product sold by EDP is found to be inappropriate for use in its entirety by a court of competent jurisdiction in the United States, (b) does not apply to requirements by any institution that additional documents must be completed for funding or other purposes, (c) does not apply to consequential, special or punitive damages, (d) applies as long as all requirements are met for signing and effectuating the Product, (e) does not cover issues relating to unlawful, untruthful or inaccurate information provided by you or your agents to EDP, (f) does not apply to any situation where there is contributory or comparative negligence or intentional wrongdoing by anyone other than EDP (or its employees, agents or contractors), (g) does not apply if illegal or fraudulent activity was conducted with, or in connection with, the Product, (h) does not apply if there is any failure to properly execute the Product, have the Product notarized, have the Product witnessed, properly fund a living trust, or update the Product after significant events including but not limited to marriage, divorce, having children, etc, (i) does not apply if a Product meant for use in a particular State of the United States is sold for use, or used, in a different State of the United States, (j) does not apply if the Product was used in any manner other than one of the Permitted Uses in this License, (k) does not apply to issues relating to the application, suitability or efficacy of a Product to an individual's specific circumstances, (l) does not apply to issues relating to duress or capacity (mental, legal or otherwise) in the creation, amendment, execution or funding of a Product or otherwise relating to a Product, (m) does not apply to representations or warranties made, or advice given, by you or any third party, (n) does not apply if changes have been made to the language of the Product, by anyone other than EDP, provided that proper and intended use of the Software provided by EDP to create or amend a product does not invalidate the Document Propriety Guarantee, and (o) does not apply if the notification procedures and timeframes set forth in this paragraph are not met.
5.8 Essential Basis of the Bargain. You acknowledge and agree that EDP has set its prices and fees, is entering into this License, and is agreeing to make the Software and Products available to you, in reliance on the provisions contained in this Article V, and the same form an essential basis of the bargain between the parties.
ARTICLE VI. CLAIMS
6.1. Governing Law. You acknowledge and agree that EDP exists solely within the County of Maricopa in the State of Arizona, U.S.A. You agree that regardless of where you reside or where your browser is physically located, your viewing and use of the Software occurs solely within the County of Maricopa in the State of Arizona, U.S.A., and that the Software and Products will be deemed to have been served from, and performed wholly within, Phoenix, Arizona, U.S.A., as if you had physically traveled there to obtain such Software or Products. You agree this License will be governed by, and construed and enforced in accordance with, the laws of the State of Arizona, U.S.A. (except for Arizona laws relating to arbitrations), as applied to agreements entered into and to be performed entirely within Arizona between Arizona residents, and excluding the application of conflicts of law rules. The Federal Arbitration Act and federal arbitration law will also govern this License and any disputes that might arise between the parties. The parties agree that the proper and exclusive forum for any legal action arising out of or relating to this License or arising out of or relating to the relationship between the parties, will be a binding arbitration hearing held in Maricopa County, Arizona, U.S.A. The parties agree that the proper and exclusive forum for any court action (which should be limited only to a proper appeal of an arbitration award) will be the state courts of Maricopa County, Arizona, U.S.A., and that any such action will be brought only in the state courts of Maricopa County, Arizona, U.S.A. (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Arizona), and you hereby consent to the exercise of personal jurisdiction over you by such courts. This License will not be governed by the United Nations Convention on Agreements for the International Sale of Goods, the application of which is expressly excluded. If an action is brought by either party to enforce the terms of this License, or to protect its rights hereunder, then the prevailing party in such action will be entitled to reimbursement by the other party of its reasonable attorneys' fees and costs incurred thereby.
6.2 Arbitration Agreement. The parties agree that any controversy, dispute, or claim of whatever nature relating in any way to this License, or the relationship between the parties (including any corporate parent, or wholly or majority owned subsidiaries, affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts of a party, and all agents, employees, contractors, officers, directors, owners and representatives of any of the foregoing), will be settled by binding arbitration. The parties agree that, by entering into this License, each party is waiving the right to a trial by jury or to participate in a class action. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to EDP should be addressed to: Office of Dispute Resolution, Estate Documents Pro , LLC, 3101 North Central Avenue, 16th Floor, Phoenix, Arizona 85012. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If the parties do not reach an agreement to resolve the claim within 30 days after the Notice is received, then either party may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by either party will not be disclosed to the arbitrator. The location of any arbitration hearings will be Maricopa County, Arizona, U.S.A. Any claim will be resolved a single arbitrator pursuant to this arbitration agreement and the rules of the arbitration organization to which the claim is referred in effect at the time the claim is filed, except to the extent such rules conflict with this License. Claims will be referred to either JAMS or the American Arbitration Association, as selected by the party initiating the arbitration. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential, other than as part of an appeal to a court of competent jurisdiction. All issues are for the arbitrator to decide. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this arbitration provision including, but not limited to, any claim that all or any part of this arbitration provision is void or voidable. The arbitrator will have no authority to award punitive, exemplary, or consequential damages against either party. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.
ALL CLAIMS WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY, SOLELY IN THE NAME OF A PARTY, AND WILL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS OF THE SOFTWARE OR OTHER PERSONS SIMILARLY SITUATED. NEITHER PARTY MAY PURSUE CLAIMS IN ARBITRATION AS A CLASS ACTION OR PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION, NOR MAY SUCH CLAIMS BE PURSUED ON EITHER OF OUR BEHALF IN ANY COURT, INCLUDING ASSIGNED CLAIMS. Furthermore, claims brought by either party may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. This arbitration provision will survive any termination of this License, any termination of your Account, any bankruptcy by you or EDP, and any sale by EDP of your Account (in the case of a sale, its terms will apply to the buyer of your Account). If any portion of this arbitration provision is deemed void, invalid or unenforceable, it will not invalidate the remaining portions of this arbitration provision.
Notwithstanding anything to the contrary in this License, EDP may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged (1) infringement of EDP's or any other person or entity's intellectual property or proprietary rights, (2) violation by you of any law, regulation, statute, ordinance, code or rule relating to the Software or this License, or (3) violation by you of the restrictions in this License. You acknowledge that EDP has set its prices and fees, is entering into this License, and is agreeing to make the Software available to you, in reliance on this arbitration provision, and that this arbitration provision forms an essential basis of the bargain between the parties.
ARTICLE VII. GENERAL PROVISIONS
7.1 Assignment of License; Binding Effect. You will not assign your rights or duties under this License without the prior written consent of EDP. This License will be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors, and permitted assigns.
7.2 Standard Marketing. EDP reserves the right to use your name and credentials in an appropriate and acceptable manner for standard marketing promotions. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, sending emails, and web site presentation and promotion, etc.
7.3 Entire Agreement; Amendments. This License contains the entire understanding between the parties, and supersedes any prior verbal or written agreement between the parties, with respect to the subject matter hereof. Except as otherwise provided in this License, no amendment or modification of this License will be valid unless made in writing and agreed to in writing by both parties hereto. You acknowledge that you are not entering into this License on the basis of any representations or promises not expressly set forth in this License.
7.4 Severability; Waivers. If any provision of this License is deemed legally unreasonable or unenforceable, such provision will be reduced or deleted to the extent required to be enforceable and, as so reduced or deleted, will remain in full force and effect as provided herein to such extent as is reasonable under applicable law. All other provisions of this License will nevertheless remain in full force and effect. No waiver will be effective unless in writing and signed by the party against whom enforcement of the waiver is sought, and such written waiver will be effective only in the specific instance and for the specific purpose for which given. No failure or delay of a party in exercising any right hereunder will operate as a waiver thereof.
7.5 Force Majeure. Neither party will be in default hereunder or liable for any loss or damage from any delay or failure to perform all or any part of its obligations under this License resulting directly or indirectly from or through any of the following: fire, flood, strike, civil commotion, labor difficulties, lockouts, equipment failure, acts of God, acts of the common enemy, acts of terror, severe weather, accidents, epidemics, quarantine restrictions, delays of a supplier, riot, war, laws, regulations, military activity, acts by local or national government or public agencies, labor disputes or shortages, acts of nature, utility outages, denial of service attacks, internet outages or breaches, embargoes or any circumstances (whether or not similar to the foregoing) that are beyond the control of EDP or you, as applicable. The performance of this License will then be suspended for as long as any such event will prevent the affected party from performing its obligations under this License. If any such event continues for more than sixty (60) days, EDP may immediately terminate this License and will have no liability to you as a result of such termination.
7.6 Relationship of the Parties. This License does not in any way create the relationship of principal and agent, partners, joint venturers, employment, franchise, or any similar relationship, between the parties. The parties are independent contractors for any and all purposes, and neither party will (a) represent itself as an agent, employee or in any other capacity of the other party, or (b) create or attempt to create any obligation, or make any representation, warranty or guarantee, whether written or oral, express or implied, on behalf of or in the name of the other party. Except with the prior written approval of the EDP, you will use or authorize the use any written, oral or visual communication, circular, advertisement or other publication (including online publications and websites), for any purposes, that (i) includes EDP's name, product names, logos or trademarks; or (ii) refers negatively to any competitor of EDP. You will not, either directly or indirectly, or by or through any partner, agent, employer, or firm on your behalf, induce or attempt to induce any EDP employee, contractor or customer to terminate an agreement with EDP, or otherwise interfere with any employee's, contractor's or customer's relationship with EDP.
7.7 No Third-Party Beneficiaries. Unless otherwise explicitly specified, nothing in this License will confer any third-party rights or benefits.
7.8 Reserved Rights of EDP. EDP reserves the right to take the following actions from time to time in its sole discretion: (a) to add or withdraw the availability of any Product; (b) to add or withdraw from any territory; (c) to revise, update or modify any Product; (d) to make a Product available only in certain geographic areas or to certain channels; (e) to require additional authorization to sell a particular Product; (f) to modify or change its pricing and fee schedules upon written notice to you (which may be by email); and (g) to refuse to issue a Product to any applicant, or to refuse to grant approval to sell a particular Product to any applicant, without stating any reason for refusal.
7.9 Website Terms of Use. You hereby accept and agree to be bound by the terms of use of the website(s) you use to access the Software and/or Products ("Website Terms"). In the event of any conflict or inconsistency between the Website Terms and the terms of this License, the terms of this License will govern and control.
7.10 Your Account. Use of the Software requires a username and password. You are responsible for maintaining the confidentiality of your account ("Account") and password and for restricting access to your computer. Further, you agree to accept full responsibility for all activities that occur under your Account or password. You agree to notify EDP immediately of any unauthorized use of your Account or any other breach of security. EDP will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. However, you are responsible for losses incurred by EDP or another party due to someone else using your Account or password. You may not use anyone else's account at any time, without the permission of the account holder.
7.11 Headings. Paragraph headings used herein are for convenience purposes only and are not intended to be, nor will they be, used as an aid in interpreting this License.
7.12 Notices. Except as otherwise set forth in this License, all notices and other communications required or permitted to be given by this License will be in writing and will be given and will be deemed received when either (a) hand delivered to an officer of a party to this License, (b) two days after mailing by registered or certified U.S. mail, postage prepaid, to EDP at the address set forth below or to you at the address set forth in your Account, or (c) one day after sending by recognized overnight carrier, to EDP at the address set forth below or to you at the address set forth in your Account, or (d) sent by email by EDP to you at the address set forth in your Account. It is very important that you keep the information in your Account, including your delivery address and email address, current. The address for notice to EDP is Estate Documents Pro, LLC, 3101 North Central Avenue, 16th Floor, Phoenix, Arizona 85012, and this address may be changed by written notice given under the terms of this License.
7.13 No Rule of Strict Construction. The language of this License will be deemed to have been approved by both parties, and no rule of strict construction will be applied against either you or EDP.
7.14 Survival of Terms. The provisions and representations contained in this License that by their sense and context are intended to survive any termination of this License will so survive any termination of this License. Without limiting the generality of the foregoing, the provisions of Sections 2.3, 2.4, 4.4, 5.1, 5.2, 5.3, 5.6, 5.7, 5.8, 6.1, 6.2, 7.3, 7.4, 7.11, 7.12, 7.13 and 7.14 will survive any termination of this License.
*** End of Document ***
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LegacyLock, LLC
1234 S Power Rd #101
Mesa, AZ 85206
info@mylegacylock.com
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Legal documents written by Attorneys. Do-it-yourself estate document software licensed from Estate Documents Pro, LLC. This site provides general information about legal topics. MyLegacyLock.com and My Legacy Lock LLC, and Estate Documents Pro, LLC are not law firms and do not provide legal or tax advice. This site, and the products available on this site, are not a substitute for the advice of an attorney. You should consult with an attorney and tax advisor licensed to practice in your state for advice if you have questions about your specific circumstances.
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