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Lawyaw Use Agreement

This Lawyaw Use Agreement (“Agreement”) is made and entered into between Mystacks, Inc. (the “Company,” “we,” or “our”) and you (“Customer” or “you”) immediately upon your acceptance of this Agreement. By accessing this site, you represent that (1) you have read, understand, and agree to be bound by this Agreement and all referenced terms and policies, (2) you are of legal age to form a binding contract with the Company, and (3) you have the authority to enter into the Agreement personally or on behalf of the organization you have named as the customer, and to bind that entity to the Agreement.

This Agreement is incorporated by reference into our Terms of Use, available here, and together with our Privacy Policy available here forms the Terms for our Services. In the event of conflict among terms, the order of priority shall be the this Lawyaw Use Agreement, the Terms of Use, and then the Privacy Policy.

The Services, as defined below, may be used during a free trial or on a paid subscription basis, as described below. This Agreement controls and is in effect as applicable during any use of the Services, including both the free trial or paid basis.

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SERVICES. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND THE COMPANY AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY USING THE SERVICES, YOU ACCEPT AND AGREE TO ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU – ANY CHANGES, ADDITIONS, OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY THE COMPANY AND WILL NOT BE A PART OF THIS AGREEMENT.

THE COMPANY HAS COMPLETE DISCRETION TO UPDATE AND CHANGE THIS AGREEMENT FROM TIME TO TIME AND TO CHANGE THE SCOPE OR FEATURES OF THE SERVICES FROM TIME TO TIME. THE COMPANY MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.

If you have any questions, don’t hesitate to reach out to us at legal@mystacks.co.

  1. The Services.

The “Services” referred to herein include the Company software that allows customers to enter information that is then populated into documents selected by the user, and then modify, save, execute, and download the documents, in addition to other features that the Company may offer from time to time. The Services also include all related components, accessories, and documents, and all updates and revisions thereto.

  1. Provision of the Services.

Subject to the terms and conditions of this Agreement, the Company will use commercially reasonable efforts to provide the Services to Customer and certain individuals or entities that are authorized by you to use the Services under your account (“Authorized Users”). The Company will also provide reasonable technical support services in accordance with its standard practices.

  1. Use of Lawyaw.

The Services are intended to be an administrative tool to assist users in quickly drafting and compiling common legal documents that they use in their practice. THE SERVICES DO NOT CONSTITUTE AND ARE NOT A SUBSTITUTE FOR LEGAL TRAINING OR ADVICE. To this end, users of the Services are expected to review all documents created within the Services before signing and using them, and the Company is not liable for any errors or omissions in the documents created on the Services. By using the Services, you understand that the Services may not identify all of the fields that need to be filled in on a document to make it complete, useful, or legally compliant, and you are solely responsible for the content, applicability, and use of any documents created using the Services.

  1. Lawyaw Accounts and Subscriptions.

In order to use the Services, you must create a user-name and password for your account. The Company reserves the right to refuse registration of or cancel any passwords or user-names it deems inappropriate.

  1. Trial Period

You may initially create an account to use the Services on a free trial basis for your first 3 projects (“Trial Period”). During the Trial Period, you will have access to all features of the Services that you would have during a paid subscription. This Agreement applies in full force and effect during the Trial Period. Once the 3 free project limit is reached, you will be able to access the Services, and any data that you have saved in the Services, but you will not be able to create new projects. To be able to create new projects you will need to sign up for a paid subscription.

  1. Paid Account.

By signing up for a paid subscription to the Services and making the required payments, the Company will grant you access to your account on an ongoing basis, pursuant to the terms of this Agreement and your subscription. Within your account, you will be able to create and grant access to your account to Authorized Users using their names and email addresses, and set permissions for each Authorized User. The number of Authorized Users that may use your account will depend on your subscription details and will be specified on your Order Form, as defined below.

  1. Additional Features.

The Company may offer new or additional features for the Services during your subscription term, and it may notify you of new available features as they become available. Some new features may be subject to additional fees, which you will not be obligated to pay but may add at your option. All new features and fees shall be subject to this Agreement.

  1. Updates.

The Company will endeavor to provide the Services to you in a functional manner. However, the Company has no obligation to develop or provide any updates or revisions to the Services, and the Company reserves the right to alter or adjust performance specifications for the Services as it deems necessary or desirable.

  1. Text and Email Notifications.

By creating an account and providing your phone number and/or email address, you agree that Mystacks may contact you via SMS (text messaging) and email notifications. SMS and email notifications are used to enhance the security of the Services and convey important notices about the Services to you, yet they are reliant on third party providers for full effectiveness, delivery, and receipt. The Company shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, the Company shall not be responsible for any additional charges or fees assessed by a third party provider as a result of Customer’s use of these features.

    Use of Customer Name and Logos

By creating an account and using the Platform, you authorize the Company to display your organization's logo on name the Company website, and promotional materials.

  1. Fees and Payments.

  1. Fees.

In order to sign up for a paid subscription to use the Services, Customer must pay all fees specified in the subscription documents, which may include, but are not limited to, a paper order form, email authorization, or an order submitted via the Company’s website (“Order Forms”), and authorizes the Company to charge Customer for all applicable fees using Customer’s selected payment method. Except as otherwise specified on the Order Form: (i) fees are quoted and payable in United States dollars; and (ii) fees are non-cancellable and non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to the Company. The Company may suspend or terminate access to the Services, in addition to other rights and remedies, if fees are past due.

Mystacks reserves the right to change the fees or applicable charges and to institute new charges and fees at any time upon thirty (30) days prior notice to Customer (which may be sent by email). The new fees or charges shall go into effect at the end of Customer’s existing term following the end of the 30-day notice period.

If you do not pay all required fees for your subscription, you will not be able to access your account or any information stored in it. Your account will be reactivated upon payment of all outstanding fees due. The Company is not liable for any damages or claims resulting from your inability to access your account or information due to any unpaid amounts.

        b.  Referrals.

You will receive one (1) free month of the Services for referring a new user to the Services who signs up for a paid subscription. The new user must enter your email address used for the Services upon signing up for the paid subscription for you to receive the 1 free month credit to your account.

        c.  Fee Disputes.

The Company must receive written notice of any disputed charges from you within ten (10) business days of the date that you were charged. The dispute notice must provide the information concerning the disputed charges in reasonable detail. Disputed charges may not be considered if notice is not received within this timeframe.

        d.  Auto Renewal.

IF CUSTOMER’S ACCOUNT IS SET FOR AUTO RENEWAL, THE COMPANY MAY AUTOMATICALLY CHARGE CUSTOMER AT THE END OF THE SUBSCRIPTION TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SUBSCRIPTION TERM, UNLESS EITHER PARTY GIVES NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM. The fees for any such renewal term shall be the same as that during the prior term unless the Company has given the Customer notice of a fee increase, in which case the fee increase shall be effective upon renewal and thereafter.

        e.  Taxes.

Customer is responsible for all taxes. The Company will charge tax when required to do so. If Customer is exempted from applicable taxes, Customer must provide the Company with an official exemption certificate or other appropriate documentation at the time of purchase.

  1. Account Termination.

  1. Termination by the Company.

The Company reserves the right to terminate your account immediately if you violate the Agreement or do not pay the required subscription amount. The Company may issue a refund for any amounts already paid upon your written request and at its sole discretion.

  1. Termination by Customer.

You can terminate your account by sending a written termination notice to the Company to legal@mystacks.co. The termination notice will be deemed given when received by the Company. Unless otherwise determined in the Company’s sole discretion, you will be charged for the Services at the rates effective until the end of your then-current subscription term, if any.

  1. Effects of Termination.

Termination of your subscription and/or account includes removal of access to the Services and barring of further use of the Services by Customer and all Authorized Users accessing the Services through your subscription. Upon termination of your subscription, your right and the right of your Authorized Users to use the Services will terminate immediately. You understand that any termination of your subscription may involve deletion of your and your Authorized Users’ data submitted to the Services. The Company will not have any liability whatsoever to you or any of your Authorized Users for any suspension or termination, including for deletion of any data.

  1. Customer Data.

The Company  agrees that the data and information uploaded by Customer (or Authorized Users of Customer) that is stored or processed via the Services (the “Customer Data”) shall be treated as confidential pursuant to Section 8 by the Company and shall remain Customer’s sole property. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data directly or indirectly processed using the Services and that the Company  is not responsible for the failure to store, the loss, or the corruption of Customer Data. Customer agrees that the Company and its affiliated entities may collect and track technical and related information about Customer and Customer’s use of the Services, including Customer’s internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Services and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by the Company, its affiliated entities, or its agents, and research and development.  In the event that the Company is required or ordered to disclose Customer Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, the Company shall take all commercially reasonable steps to provide the Customer with prompt notice of any relevant order or basis for disclosure so as to allow Customer to take whatever steps it can to object to such compulsory disclosure if Customer so chooses.

  1. Security and Confidentiality.

  1. Security

The Company understands that confidentiality is of the utmost importance to its users, and therefore takes multiple measures to protect the security of any information that you may enter into the Services. First, the Company uses technical measures to protect your data and its systems, which is described in detail in its Privacy Policy here. Second, the Company requires 2-factor authentication for all users to log in to their accounts. Each user must first enter their account username and password into the Lawyaw login page, and then they will receive an authentication code by text message to the phone number saved in their account (users may request that the authentication code be sent by email if necessary). This authentication code will only be valid for 24 hours, after which a new authentication code must be requested. Once a valid authentication code is entered, the user can access his/her Lawyaw account. Two-factor authentication may be disabled from settings.

  1. Confidentiality

The Company shall treat all information entered into the Services and therefore disclosed by Customer and Authorized Users as strictly confidential, unless otherwise agreed by you in writing. Accordingly, the Company will: (i) hold the disclosing party’s confidential information in confidence; (ii) restrict disclosure of such confidential information to those of its employees or agents with a need to know such information and who are bound (i.e., as a condition to their employment or agency) by obligations respecting the protection of confidential information, which are substantially similar to those of this Agreement and which would extend to the disclosing party's confidential information; (iii) use such confidential information only for the purposes for which it was disclosed, unless otherwise set forth herein; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such confidential information, unless expressly permitted by applicable law without the possibility of contractual waiver or otherwise specified in writing by the disclosing party.

These restrictions will not apply to confidential information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the Company from a third party without such restrictions; (iv) was known to the Company, its employees, or agents without such restrictions prior to its receipt from the disclosing party; (v) was independently developed by the the Company without breach of this Agreement; (vi) was generally made available to third parties by the disclosing party without such restriction; or (vii) is required to be disclosed by the Company pursuant to judicial order or other compulsion of law, provided that the Company will provide to the disclosing party prompt notice of such order and comply with any protective order imposed on such disclosure.

  1. Proprietary Rights.

The Services provided by the Company, and all copies thereof, are proprietary to and the property of the Company. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Services are and will remain in the Company, and Customer shall have no such intellectual property rights in the Services.

Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning you and Authorized Users and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

  1. License.

With respect to any of the Services that are distributed or provided to Customer for use on Customer premises or devices, the Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software during the term of either the Free Trial or Customer’s paid subscription. Customer hereby grants the Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Customer’s name and logo in press releases, marketing materials, and on its website, subject to Customer’s prior approval of any such use.

  1. Customer’s Obligations.

Customer is responsible for its and its Authorized Users’ compliance with this Agreement, including all incorporated policies, and all applicable laws and regulations. Although the Company has no obligation to monitor Customer’s or Authorized Users’ use of the Services, the Company may do so at any time and without notification to Customer or Authorized Users, and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall not provide, make available to, or permit other individuals to use or access the Services, except under the terms listed herein, and will be responsible for any unauthorized activity of the Services under its account.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  1. Indemnification.

You agree to indemnify and hold harmless the Company, and their agents and assigns, from and against all claims, demands, obligations, and liabilities of any nature whatsoever, and all related costs and expenses (including reasonable attorney’s fees), arising out of or resulting from (1) your use of the Services, including your use of or reliance on any documents created using the Services and your decision to enter personal and/or confidential information into the Services, or (2) your violation of the Agreement.

  1. Warranty and Disclaimers.

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. The Services Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  1. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY IS NOT LIABLE FOR ANY LEGAL OUTCOMES, JUDGEMENTS, VIOLATIONS, OR OTHER OUTCOMES RESULTING FROM USE OF THE SERVICES.

  1. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in this Agreement creates an exclusive relationship or in any way prevents the Company from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers. Customer understands and acknowledges that the Company is free to use some or all of the data, information, techniques, methodologies, forms, layouts, or results of any of the products or services provided by the Company hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit the Company’s right to do so.

  1. Customer Support.

The Company will provide customer service and support for the Services by email. The Company will make reasonable efforts to respond to all support inquiries within 48 hours of receipt of the email. For technical support, please contact legal@mystacks.co.