Subscription Terms
SUBSCRIPTION TERMS AND CONDITIONS
PURCHASE OF A SUBSCRIPTION IS A BINDING LEGAL CONTRACT. CAREFULLY READ THE TERMS OF THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) BETWEEN YOU (INDIVIDUALLY, AND ON BEHALF OF THE ENTITY THAT YOU REPRESENT), (THE “SUBSCRIBER”) AND AGILE ESTATE PLANNING, LLC, A WASHINGTON LIMITED LIABILITY COMPANY (“AGILE EP”) BEFORE ACCESSING OR USING ANY SUBSCRIPTION. BY ACCESSING OR USING ANY SUBSCRIPTION, OR BY CLICKING ON THE “SUBSCRIBE,” OR SIMILAR BUTTON, YOU, AS THE SUBSCRIBER, AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS ANY SUBSCRIPTION OR CLICK ON THE “SUBSCRIBE,” OR SIMILAR BUTTON.
CLOUD SERVICES PROVIDED
Agile EP provides the means to access and use, certain documents, templates, forms, text, estate planning content, programming and coding conventions, user interface, variables, syntax, and XpressDox code and scripts, as well as user manuals, style guides, training guides, procedures, knowledge base and help content, and any related materials and content, which act together to allow for the drafting and generation of various documents (collectively the “Services”).
- Website. The Services are made available by Agile EP to the Subscriber and to the individuals authorized by the Subscriber to access the Services via the Services (each an “Authorized User”), all in accordance with the terms of this Agreement. The Subscriber and each Authorized User are defined as and may be referred to herein as an “End User.” For the purposes of this Agreement and use of the Services, the Subscriber represents and acts on behalf of their Authorized Users. Agile EP provides the means to access the Services online, through its website located at https://agile.xpressdox.com/Account/Login?#/ and its subdomains (collectively the “Agile EP Website”).
- Third-Party Software Required. The Subscriber specifically acknowledges and agrees to purchase (at its own expense) all necessary third-party software required for the documents created via the Services to function as intended, including Microsoft Word. This Agreement does not grant any End User any right or license to use or access Microsoft Word or any other third-party software (“Third-Party Software”).
GRANT OF LIMITED LICENSE
Subject to this Agreement, Agile EP hereby grants to each End User a non-transferable, non-sublicensable, non-exclusive, revocable, limited license to use and access the Services solely for the End User’s own personal use or internal business purposes, and for the duration of the applicable Subscription described below. The Subscriber warrants and represents that their internal business purpose generally includes drafting estate planning documents for their own clients, the clients of their Authorized Users and/or the clients of the entity the Subscriber represents. The Subscriber acknowledges that all rights of its Authorized Users are granted pursuant to this Agreement and that the Subscriber is entirely responsible for its Authorized Users’ use of the Services and compliance with this Agreement.
- Restrictions on Use. The Subscriber agrees to not (nor cause or allow anyone else, including their Authorized Users), do any of the following: (a) provide any services to other lawyers or law firms, including engaging in a high-volume, low customization, internet planning document mill service, similar in nature to legalzoom.com, rocketlawyer.com, and other similar providers, (b) use any Services in any manner that may cause harm or detriment to the brand, image, or reputation of Agile EP or its End Users, (c) use, copy, display, access, distribute, transfer, alter, or modify the Services, or otherwise create any derivative works of the Services (except for the purpose of creating output documents), (d) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services, (e) decompile, reverse engineer, or otherwise attempt to derive the source code for the Services, or any underlying code, scripts or user interface techniques, or other ideas embodied in the Services, or (f) remove any copyright notices or other proprietary notices from any Services.
- End User’s Conduct. As a condition of use, the Subscriber agrees to not (nor cause or allow anyone else, including their Authorized Users), take any action or make available any content on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Agile EP; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the technology and platforms comprising the Services. Subscriber agrees to take all reasonable steps necessary to protect the Services from unauthorized access, distribution, copying or use.
END USER ACCOUNTS
To access the Services, the Subscriber agrees that each End User is required to register for an account through the Services for Services with their own profile, login, and password (an “Account”). The Subscriber acknowledges and agrees that no End User shall have any ownership or other property interest in their Account (which does not affect rights to Client Data described below). The Subscriber is responsible for all activities that are related to registration and use of the Accounts of all End Users. The Subscriber agrees that they shall restrict use of all End User Accounts by any other persons, including minors, and the Subscriber will accept full responsibility for any such unauthorized use. The Subscriber may not share Account logins or passwords of an End User with anyone other than that End User and the Subscriber shall notify Agile EP immediately of any unauthorized use of a password or any other breach of security.
- Subscriber and User Information; Roles. Subscriber agrees to provide to Agile EP and maintain current all information regarding Subscriber and their Authorized Users reasonably requested by Agile EP. Such information may be provided directly through the Agile EP Website. In addition, each End User shall be designated by Subscriber as either (a) an Administrator and Main Contact, which is the person with administrative rights, or (b) an Authorized User. Subscriber shall designate at least one Administrator and Main Contact. The Administrator will establish unique profiles and login credentials for the Subscriber and all of the Subscriber’s Authorized Users and assign a subscription for Services to each Authorized User. Each End User will create their own unique password for their Account.
- End User Data; Privacy. Subscriber acknowledges that Agile EP (directly or via third-parties), may collect certain personal information regarding each End Users, including: (a) usernames, passwords, internet protocol (IP) addresses, (b) profile and system settings information; (c) timestamps used to authenticate End Users’ usage of the Services, (d) personal information through the registration process, (e) technical data and related information, including but not limited to, technical information about End User and their systems, including application software, and peripherals, (f) information regarding use of the Services and (g) the template name and design options selected during use of Services. The Subscriber agrees that Agile EP may use such information for any purpose in Agile EP’s ordinary business operations, including to facilitate the provision of upgrades, provide product support and for providing other services to End Users, to assist Agile EP in prioritizing future updates to the Services, and for business and strategic planning purposes. Agile EP may not sell any information described in this paragraph.
- Communications; Emails. Subscriber acknowledges that notices under this Agreement are delivered by email, and the Subscriber has an obligation to maintain at all times a current email address for all End Users with Agile EP. Agile EP may use and rely on such information for purposes of notice, and for all other purposes applicable to providing Subscriptions and the performance of obligations under this Agreement. Regardless of whether Subscriber and its Authorized Users “unsubscribe” to other emails from Agile EP, Subscriber and its Authorized Users irrevocably consent to the receipt of all emails delivered in accordance with this Agreement. In general, communications from Agile EP (or its affiliated third-party partners) may include but are not limited to emails, calls or texts regarding: operational communications about Accounts or the use of the Services, updates concerning new and existing features of the Services, communications concerning promotions run by Agile EP or its third-party partners, and news concerning Agile EP and industry developments. Standard text messaging charges applied by your cell phone carrier will apply.
LICENSE TERM; SUBSCRIPTIONS
A Subscriber may elect to purchase a subscription for Services (a “Subscription”) for a one-year term (“Annual Term”) or for a one-month term (“Monthly Term”) by selecting the “Monthly Pricing” or “Annual Pricing” button on the subscriptions management page of the Agile EP Website. The Subscriber may purchase one or more Subscriptions and have the Administrator allocate Subscriptions to its Authorized Users (for clarity, all of which are End Users).
- Automatic Renewal. The Subscriber agrees that each End User’s Subscription will be subject to automatic renewal unless the Subscriber cancels an End User’s Subscription as provided in this Agreement. After a single Monthly Term of a Subscription ends, the Subscription will automatically renew on the first day following the end of the Monthly Term, and continue for an additional equivalent Monthly Term, at Agile EP’s then-current price for such Subscription. After a single Annual Term of a Subscription ends, the Subscription will automatically renew on the first day following the end of the Annual Term, and continue for an additional equivalent Annual Term, at Agile EP’s then-current price for such Subscription.
- Cancellation By Subscriber. A Subscription may be cancelled for any or all End Users by logging into the Administrator’s Account and clicking the “Cancel Subscription” button on the subscriptions management page of the Agile EP Website. A Monthly Term may be cancelled up to the last day of the then-occurring Monthly Term without being charged for the automatic renewal of the Monthly Term. An Annual Term may be cancelled up to the last day of the then-occurring Annual Term without being charged for the automatic renewal of the Annual Term. Cancellation of all applicable subscriptions for a Subscriber and their Authorized Users shall constitute termination of this Agreement.
- Effect of Cancellation; No Refunds. If a Subscription is cancelled, the End User may use the Subscription until the end of the then-current Monthly Term or Annual Term (whichever is applicable) of the cancelled Subscription and the Subscription will not be automatically renewed after the then-current Monthly Term or Annual Term (whichever is applicable) expires. The End User will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Monthly Term or Annual Term (whichever is applicable).
PAYMENT TERMS AND FEES
Each Subscription for a Monthly Term shall be subject to a Monthly Subscription Fee and each Subscription for an Annual Term shall be subject to an Annual Subscription Fee, each in an amount determined by Agile EP and listed on the Agile EP Website. Agile EP reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by email delivery to the Subscriber. The Subscriber agrees to pay the appliable Monthly Subscription Fee or Annual Subscription Fee for each End-User’s Subscription, along with any applicable Taxes in accordance with this Agreement. Agile EP uses Stripe (www.stripe.com) to collect and manage payments and fees for Subscriptions.
- Payment Due Dates; Late Charges. The payment of each Monthly Subscription Fee is due on the first day of the Monthly Term, for every Monthly Term. The payment of each Annual Subscription Fee is due on the first day of the Annual Term, for every Annual Term. Such payments will be charged to the Subscriber automatically via Agile EP’s Stripe service. Failure to pay for a Subscription will result in immediate cessation of the right to use the Susbcription. Subscriber agrees to pay Agile EP all reasonable collection costs and attorneys’ fees incurred by Agile EP whether incurred prior to or after the commencement of formal legal action. Subscriber’s obligation to pay Agile EP is an independent covenant and shall be payable free from any expense, charge, deduction, offset, or counterclaim by reason of any obligation of Agile EP or any other reason.
- Payments; Payment Provider. The Subscriber must provide Agile EP with a valid and sufficient payment as accepted by Agile EP as noted on the Agile EP Website (each, a “Payment Provider”) as a condition to signing up for a Subscription. By providing Agile EP with their Payment Provider information, Subscriber authorizes Agile EP to charge their Payment Provider for all applicable Monthly Subscription Fees or Annual Subscription Fees for every End User as they become due and payable without additional notice or consent. Subscriber agrees to immediately notify Agile EP of any change in Subscriber’s billing address, or the Payment Provider information used for payment hereunder.
- Taxes. The Subscriber is responsible for all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”) associated with their purchase of, payment for, access to or use of the Services via a Subscription for each End User. If Agile EP is required to remit Taxes associated with Subscriber’s purchase of, payment for, access to, or use of the Services via a Subscription, Agile EP will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Subscriber hereby confirms that Agile EP can rely on the name and address set forth in each End User’s Account as being the place of supply for Tax purposes. If any Services, or payments for any Services, under the Agreement are subject to any Tax in any jurisdiction and Subscriber has not remitted the applicable Tax to Agile EP, Subscriber will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority for the Subscriber and their Authorized Users, and Subscriber indemnifies Agile EP for any liability or expense it may incur in connection with such Taxes. Upon Agile EP’s request, Subscriber will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that Subscriber has paid all applicable Taxes.
- Promotional Codes. Agile EP may provide the Subscriber (and their Authorized Users) with a promotional code for free or discounted Subscription Fees. Unless otherwise agreed to by Agile EP, promotional codes may only be used for each such End User’s first Monthly Term or for the duration specified by Agile EP on the Agile EP Website. If Subscriber purchased a Subscription with a promotional code, each time the Subscription renews, the Subscriber will be charged the full Monthly Subscription Fee. If a Subscription is ever terminated for any reason, and the Subscriber purchases another Subscription, that Subscriber shall not be eligible to use a promotional code.
INTELLECTUAL PROPERTY OWNERSHIP
Subscriber acknowledges and agrees that all right, title and interest in and to the Services, together with all modifications, enhancements, and derivative works, and all intellectual property rights such as copyrights, patents, and trade secrets pertaining to the Services, are and shall remain owned exclusively throughout the universe by Agile EP or its licensors. These rights represent or contain valuable rights of Agile EP, or its licensors, and are protected under United States patent, copyright, trademark and trade secret laws of general applicability. The parties agree that Client Data shall be excluded from this paragraph and addressed below.
- Content; Programming Detail. For clarity, Subscriber acknowledges that the Services will allow the Subscriber the ability to automate and download documents that will be used for End User’s internal business purposes. The Parties acknowledge that the resulting documents, prepared for the provision of legal services by an End User, will become the property of the legal clients of the End User. Subscriber also acknowledges and agrees that Agile EP shall own and retain all rights, title and interest (including Federal copyright rights) in the programming and coding conventions, user interface, variables and syntax, XpressDox code and scripts included within the Services, as well as all user manuals, style guides, training guides, procedures, knowledge base and help content provided within any Service, and related materials prepared for or in connection with the Services.
- Feedback. Subscriber agrees that submission of any ideas, suggestions, documents (other than Client Data), and/or proposals to Agile EP in any way, including through its contact forms, mail, telephone, meetings email, feedback, wiki, forum, or similar pages (“Feedback”), is at each End User’s own risk and that Agile EP has no obligations with respect to such Feedback except to the extent such Feedback is protected from disclosure pursuant to Section 7 of this Agreement. Agile EP shall own all rights, title and interest (including Federal copyright rights) in the Feedback. For sake of clarity, The Subscriber hereby grants to Agile EP a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, without any attribution, and to sublicense the foregoing rights, in connection with the operation, expansion and maintenance of Agile EP’s business, except that Clients shall retain all right title and interest (including any Federal copyright rights) in any Feedback protected from disclosure pursuant to Section 7 of this Agreement.
- Client Data. Agile EP agrees and acknowledges that it does not own any of the End User’s own client data, client answer files, client contact data, and documents created using client information input in the Services (“Client Data”), but that such Client Data shall remain the property of the Subscriber. Subscriber hereby grants Agile EP a license and the right to use Client Data solely for the purpose of providing the applicable Subscription to the Subscriber and their Authorized Users, or as otherwise permitted by this Agreement. Subscriber agrees and acknowledges that Client Data and other information may be transmitted through equipment of Agile EP, and third-parties. Subscriber expressly agrees that (a) use of the internet and cloud computing carries certain risks, including risks of security breaches, and (b) neither Agile EP, nor any third-party, will be liable for, and Subscriber expressly waives and releases all claims, against Agile EP and any third-party with respect to, any loss, damage, unauthorized access, degradation or destruction of or to any Client Data, documents, or other information an End User may transmit or store on Agile EP or third-party equipment. Agile EP agrees to provide, at any time prior to termination of this Agreement, a means for downloading all Client Data to a local device or server of Subscriber. Agile EP may permanently delete all Client Data after the expiration of the full calendar year following the year during which this Agreement is terminated. Notwithstanding the foregoing, Agile EP shall have no obligation to delete or destroy any Client Data, including any backup or archive copies of the Client Data.
CONFIDENTIAL INFORMATION
From time to time, either Party (or such Party’s agent) may disclose or make available to the other Party (or such Party’s agent) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third Party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
SECURITY POLICY
Agile EP shall at all times maintain a security policy that provides for Agile EP to maintain the security, business continuity, and redundancy of Client Data in accordance with commercially reasonable industry standards. The Site and thus the security of the Services is provided by XpressDox, a third-party, whose security policy is located at https://xpressdox.com/software/#security.
DISCLAIMERS; NO LEGAL SERVICES PROVIDED
DISCLAIMERS; NO LEGAL SERVICES
- Disclaimer. THE SERVICES AND EACH SUBSCRIPTION ARE LICENSED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AGILE EP DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, ACCURACY, PERFORMANCE, FREEDOM FROM ERROR, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBSCRIPTION BENEFITS, OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGILE EP DOES NOT WARRANT THAT OPERATION OF A SUBSCRIPTION OR THE SERVICES GENERALLY WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGILE EP, ITS AGENTS, REPRESENTATIVES, OR EMPLOYEES, SHALL CREATE A WARRANTY. AGILE EP MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS (INCLUDING CURRENT MARKET AND LEGAL DEVELOPMENTS AND ALL RELEVANT TAX, ESTATE PLANNING, BUSINESS OR LEGAL ISSUES), PURPOSES, INTENT, IMPACT, LEGAL EFFECT, USEFULNESS, OR LEGALITY OF ANY OF THE SERVICES, DOCUMENTS OR OTHER INFORMATION MADE AVAILABLE TO EACH END USER THROUGH A SUBSCRIPTION.
- Intended Use. The Parties agree and acknowledge that the Services are designed to provide content suitable for use by lawyers who are providing legal services within their field of expertise, namely estate planning. The Services are not a substitute for legal expertise and the content is designed for use by persons with the requisite legal expertise. However, while the Services may be used by non-lawyers, the Subscriber acknowledges and agrees that a licensed attorney is responsible for selecting appropriate content; ensuring output documents created from the Services meets specific needs and for ensuring that content is used either by an End User who is lawyer with appropriate expertise or a properly supervised individual or agent of the End User.
- End User Must Test, Review and Supervise. Each End User shall have the responsibility to test the Services and output documents prior to utilization thereof, and the Subscriber agrees that it is the Subscriber’s (and their Authorized Users’) own responsibility to ensure that any document generated using the Services is correct and contains the provisions required by the End User. Agile EP assumes no responsibility or liability for any losses or liability relating to or arising out of (i) the content of the Services or output documents; (ii) the content and logic that is contained in the Services or output documents; (iii) the performance of the Services and/or the use of the output documents. Each End User is responsible for review of anything related to or coming from the Services for its correctness, compliance with laws and fitness for each End User own clients.
- No Legal Services; Not a Law Firm. AGILE ESTATE PLANNING, LLC IS NOT A LAW FIRM. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ALTHOUGH AGILE EP EMPLOYS SOME LAWYERS, AGILE EP DOES NOT ENGAGE IN THE PRACTICE OF LAW, IS NOT A PROVIDER OF LEGAL SERVICES, AND DOES NOT PROVIDE LEGAL ADVICE TO ANY END USER OR TO CLIENTS OF AN END USER. NEITHER THE AVAILABILITY, OPERATION, TRANSMISSION, RECEIPT NOR USE OF THE SERVICES ARE INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN AGILE EP AND ANY END USER OR AGILE EP AND ANY END USER’S OWN CLIENTS OR CUSTOMERS, NOR IS ANYTHING INTENDED TO CREATE A THIRD-PARTY BENEFICIARY OF THE SERVICES.
LIMITATIONS OF LIABILITY
- Third-Parties. Agile EP assumes no responsibility or liability whatsoever for Third-Party Application including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.
- Limitation. IN NO EVENT WILL ANY PARTY OR ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ANY PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR A SOW UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE SHALL BE THE GREATER OF THE TOTAL AMOUNT OF FEES PAID BY SUBSCRIBER UNDER THE APPLICABLE SUBSCRIPTION(S) DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING WHEN THE CLAIM ACCRUED, AND ONE HUNDRED DOLLARS ($100.00).
- Additional Limitation. WITHOUT WAIVER OF THE LIMITATIONS SET FORTH IN THIS SECTION OF THIS AGREEMENT, IN NO EVENT SHALL AGILE EP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF AGILE EP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN OPERATION OR TRANSMISSION.
- Attorney Fees and Costs. The Subscriber hereby agrees to pay all of the reasonable attorneys’ fees and costs of Agile EP and its members and managers, arising out of or resulting from any infringement, violation, or claim thereof arising from the activities of Agile EP under this Agreement The Subscriber agrees to make regular backups of its electronic information, and Agile EP shall not be liable to the Subscriber for any claims resulting from the failure to make such backups.
- Beta Tools. From time to time, Agile EP may offer new “beta” features or tools with which an End User may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at Agile EP’s sole discretion. The provisions of this Agreement apply with full force to such beta features or tools.
- Bargained For. AGILE EP AND SUBSCRIBER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE FEES, CHARGES, AND COSTS OWING UNDER THIS AGREEMENT, REPRESENT THE ALLOCATIONS OF SUCH RISK. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT SHALL APPLY TO AN END USER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER APPLICABLE LAW, WHICH MAY VARY FROM STATE TO STATE.
TERMINATION; DEFAULT; GENERAL PROVISIONS
- Default; Termination by Agile EP. In addition to express provisions of this Agreement that allows for a Subscription to be cancelled, the following provisions apply. A Subscriber will be in default of this Agreement if: (a) Subscriber fails to timely pay any amount owed to Agile EP; (b) Subscriber or an Authorized User of theirs breaches any provision of this Agreement or violates any published policy applicable to the Services; (c) Subscriber is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in Agile EP’s sole discretion, we believe that continued use of the Services by the Subscriber (or its Authorized Users) creates legal risk for Agile EP or presents a threat to the security of Agile EP, its Services or its other End Users. If any such default has occurred, Agile EP may, without notice: (i) suspend Subscriber’s and/or their Authorized Users’ Accounts and use of the Services or Agile EP Website; (ii) terminate Subscriber’s and/or their Authorized Users’ Accounts; (iii) charge reactivation fees in order to reactivate Subscriber’s and/or their Authorized Users’ Accounts; and (iv) pursue any other remedy available to Agile EP.
- Effect of Termination. If a Subscription is cancelled or this Agreement is terminated for any reason: (a) any and all of the Subscriber’s liabilities that have accrued before the effective date of the cancellation or termination will survive; (b) licenses and use rights granted to Subscriber and their Authorized Users with respect to the Services, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with this Agreement; (c) Agile EP’s obligation to provide any further access to the Services or an Account under this Agreement will immediately terminate; and (d) the provisions of Section 5 (No Refunds, Tax Responsibility, Promotional Codes), and Section 6 (Intellectual Property Ownership, Feedback and Client Data), as well as Sections 7, 9, 10 and 12 shall all survive any termination of this Agreement.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Subscriber and its Authorized Users each acknowledge that by accessing or using a Subscription, each such End User has transacted business in the State of Washington. Subscriber and its Authorized Users hereby voluntarily submit to, consent to, and waive any defense to the jurisdiction of courts located in the State of Washington as to all matters relating to or arising from this Agreement. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle and County of King, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Parties further agree that as a condition precedent to instituting any legal action, the Parties must participate in a non-binding mediation in Seattle, Washington 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.
- Electronic Transaction; Counterparts. Each party expressly agrees that they may, but are not obligated to, conduct this transaction electronically, including by scan, email, fax, or other electronic means, pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. and the applicable Uniform Electronic Transactions Act, as amended or substituted. An electronic signature shall have the same effect as an ink signature, and the enforceability of this Agreement shall not be affected because it has been signed electronically or digitally. The person signing this Agreement by electronic means is the person represented as the signer of this Agreement and they have full power and authority to electronically sign this Agreement. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Signatures transmitted by electronic signature like DocuSign, facsimile or e-mail shall be accepted as binding absent reasonable question as to authenticity.
- Notices. All notices, demands, or consents required or permitted under this Agreement shall be delivered by email to the appropriate party at the following email addresses: if to Agile EP, to support@agile-ep.com; if to Subscriber or an End User at the email address identified in the relevant Account. All notices shall be effective upon transmission of the email. The foregoing email addresses for Agile EP may be changed from time-to-time by delivering notice of such change to the parties to this Agreement.
- Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, unless it is reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
- No Assignment/Delegation. No End User may assign their rights or delegate any of their duties under this Agreement, including the engagement of and delegation of any obligations and duties to any agents or third parties. Any attempt to assign, transfer, or delegate any of an End User’s rights, duties, or obligations under this Agreement or enter into any sublicenses without such consent is void.
- Waiver. The waiver by any party of, or the failure of any party to take action with respect to, any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in this Agreement.
- Entire Agreement. This Agreement and shall (i) inure to the benefit of and be binding upon each of the Parties hereto and its successors and permitted assigns; (ii) constitute the entire understanding of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, oral or written; (iii) not be amended or modified except in writing signed by all Parties.
- Amendment. This Agreement may be amended by Agile EP at any time in its sole discretion (“Amended Terms”), and Subscriber agrees to and accepts all such Amended Terms. However, no Amended Terms shall become effective until thirty days after notice of the Amended Terms has been posted on Agile EP’s Website or is otherwise delivered to Subscriber. Subscriber shall have the obligation to provide the Amended Terms to their Authorized Users.
- Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Subscriber and Agile EP, and is not intended to benefit any other third-party, including any client of an End User or any provider of third-party content, information, or resources. No third-party may claim any right or benefit under or seek to enforce any of the terms and conditions of this Agreement.
- Force Majure. Agile EP shall not be liable for any failure to fulfill its obligations under this Agreement if and to the extent such failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial, infrastructure or economic disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Disclosures. Agile EP is located at: 600 1st Ave, Suite 330, PMB 25952, Seattle, Washington 98104, and by email at support@agile-ep.com. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Copyright/Trademark Information. Copyright © 2023-2025 Agile EP Estate Planning LLC. All rights reserved. The Agile EP Estate Planning name and Agile EP, its registered trade name, all trademarks, logos and service marks, product and service names, designs, and slogans (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.