Last Modified: August 20, 2022
This SaaS Agreement (this “Agreement”) is a binding contract between you (“you”) and JDForm LLC, a Washington limited liability company (“JDForm,” “we,” or “us”). This Agreement governs your use of the services (the “Services”) provided by us at www.JDForm.com (the “Site”).
This Agreement takes effect on the first to occur of when you (i) check or click the “I agree” button as part of the registration process for the Services or (ii) access or use the Services (the “Effective Date”). You represent and warrant that you have the power and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind the organization.
1.Access and Use. Subject to the terms of this Agreement, JDForm grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term (defined below) solely for your internal business use in accordance with this Agreement, including the right to revise, modify, customize, and use the documents and drafting tips available in the Services (collectively, “Documents”) solely for your internal law practice, research, education, and other internal business use in accordance with this Agreement. The Services and Documents are not legal or other professional advice, and are not a substitute for obtaining legal advice from a qualified attorney licensed in your jurisdiction.
2.Use Restrictions. You shall not, and shall not permit any person or entity to, use the Services or Documents for any purpose beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any person or entity to: (i) copy, modify, or create derivative works of the Services or Documents, in whole or in part (except, with respect to the Documents only, modifications expressly permitted under Section 1 of this Agreement); (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documents; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documents; (v) use the Services or Documents in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity (including JDForm), or that violates any applicable law, regulation, or rule; or (v) access or use the Services or Documents to compete, directly or indirectly, with JDForm or for any other competitive purposes.
3.Suspension. Notwithstanding anything to the contrary in this Agreement, JDForm may temporarily suspend your access to any portion or all of the Services if: (i) JDForm determines that; (A) your use of the Services, Documents, or any other intellectual property provided to you in connection with the foregoing (collectively, “JDForm IP”) disrupts or poses a security other risk to the JDForm IP or to any other customer or vendor of JDForm; (B) there is a threat or attack on any of the JDForm IP; (C) you are using the JDForm IP for (x) fraudulent or illegal activities, or (y) in violation of, or in a manner otherwise otherwise inconsistent with, this Agreement; (D) JDForm’s provision of the Services to you is prohibited by applicable law, regulation, or rule; (ii) any vendor of JDForm has suspended or terminated JDForm’s access to or use of any third-party services or products required to enable your access the Services; or (iii) you fail to pay any Fees (defined below) when due.
4.Reservation of Rights. JDForm reserves all rights not expressly granted to you in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the JDForm IP.
5.Passwords. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell, transfer, or otherwise make your passwords or access credentials available to any other person or entity, including individuals within your organization.
6.Fees and Payment. Where applicable, you shall pay JDForm the fees for the Services as described on the Site (“Fees”).
7.Intellectual Property. JDForm owns all right, title, and interest, including all intellectual property rights, in and to the JDForm IP. If you send or transmit any communications or materials to us suggesting or recommending changes to the Services or Documents (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
8.Privacy Policy. JDForm complies with its privacy policy, available on the Site (“Privacy Policy”), in providing the Services. You acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
9.No Warranty. THE SERVICES AND DOCUMENTS ARE PROVIDED “AS IS” AND JDFORM SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JDFORM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JDFORM MAKES NO WARRANTY OF ANY KIND THAT SERVICES OR DOCUMENTS, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE SERVICES ARE NOT LEGAL ADVICE AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED BY YOUR USE OF THE SERVICES OR DOCUMENTS.
10.Indemnification. You shall indemnify, hold harmless, and, at JDForm’s option, defend JDForm and its officers, directors, managers, members, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses”) arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on your negligence or willful misconduct or your use of the Services and Documents; provided that you shall not settle any Third-Party Claim against JDForm unless JDForm consents to such settlement, and further provided that JDForm will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
11.Limitation of Liability. IN NO EVENT WILL JDFORM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR 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 JDFORM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL JDFORM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO JDFORM UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10.00, WHICHEVER IS LESS.
12.Payment Processor. Stripe is our payment processor. Stripe’s payment processing services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms, or by using or accessing the Services, you agree to be bound by the Stripe Services Agreement.
13.Term and Termination. The term of this Agreement begins on the Effective Date and continues until terminated. Your access to the Services will have the duration specified on the Site for the Services plan you purchase. Services that are specified to automatically renew will renew for successive 12-month terms unless earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current services period. Services that are specified to continue for a certain number of days will end upon expiration of that number of days unless earlier terminated pursuant to this Agreement. In addition to any other termination right set forth in this Agreement, JDForm may terminate this Agreement (a) for any reason upon 10 days’ advance notice or (b) effective on written notice to you, if you breach or otherwise violate this Agreement.
14.Effect of Termination. Upon termination of this Agreement, you shall immediately discontinue use of Services; provided that you may continue to use Documents you have downloaded prior to the effective termination date in accordance with the terms of this Agreement. No expiration or termination of this Agreement will affect your obligation to pay all Fees that may have become due before such expiration or termination, or entitle you to any refund, except if JDForm terminates this Agreement pursuant to Section 13(a) (relating to voluntary termination by JDForm) and you have purchased an annual subscription for the Services, JDForm will refund the pro rata portion of Fees that you paid for the Services not provided.
15.Survival. This Section 15,Sections 6 (Fees and Payment), 7 (Intellectual Property), 9(No Warranty), 10 (Indemnification), 11 (Limitation of Liability),12 (Payment Processor Terms), 14 (Effect of Termination), 16(Modifications), 17 (Governing Law and Jurisdiction), and 18(Miscellaneous) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
16.Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on the Site. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
17.Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the 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. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder must be instituted exclusively in the courts of the State of Washington located in Kitsap County, Washington, or at the exclusive option of JDForm, the United States District Court for the Western District of Washington (Tacoma Division), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
18.Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our headquarters address available on the Site and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In no event will we be liable to you for any failure or delay in performing its obligations under this Agreement, if such failure or delay is caused by any circumstances beyond our control. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.