Terms of Service

Legal professionals (“Customer(s)”) using this web application agree that they are forming a Contract between themselves and LegalPassage.com, Inc., a Delaware corporation (“LPI”), DBA Separate.Pro, for services relating to an online platform (“Separate.Pro Platform”) and access to the knowledge base articles on the Separate.Pro Platform (“Services”). LPI agrees to provide Term (defined below) access to the clients of Customer (“User(s)”) to the platform, available at www.separate.pro, for Users to complete certain legal forms., in exchange for a Fee in accordance with the Terms, agreed to on an individual basis.The effective date of this Contract is upon payment of services by Customer to LPI.

Customer shall purchase a credit, or group of credits, in order for user(s) to have access to the platform. Credits shall be used by one user at a time and will remain valid only until a user gains access to the platform by using a credit. The term of this Contract is transactional and shall continue for as long as the Customer needs User to have access to the platform in order for the transaction to occur. However, in no case shall the contract term last longer than 12 months from the date on which it is initially purchased by customer. This Contract will not automatically renew.

An limited number of individual website Accounts for the Separate.Pro Platform shall be created for Customer to provide to their clients (“users”) of Customer. Customer will be provided access to the platform for as many Users as they pay, access to the platform is non-transferable.All Customer’s designation, Customer’s Users shall receive individual LPI Accounts. An individual Account may not be used by more than one individual. Customer is ultimately responsible for all such Accounts. New Accounts may be added throughout the Term. Customer shall notify LPI of any Account terminations.

Payment & Billing.
Payment of the Fee by Customer shall be made prior to User access being granted to the platform. LPI reserves the right to change prices at any time.  LPI shall have the right to suspend access to the Services for all of Users’ Accounts until payment is received.

Either party may terminate this Contract, for any reason, during the Term, upon written notice. If Customer terminates before the expiration of the Term, no refund for access to the platform will be given.

Scope of Services.
LPI reserves the right to make reasonable changes to the Services.

Limitations on Use.
Customer understands and agrees that access to the Services is granted for Customer’s internal use only and the use of their Authorized Clients. LPI’s original data may not be resold, repackaged, transferred or provided as a benefit to any third party. Moreover, and consistent with all Terms of Use (see below) provisions relating to same (including but not limited to, limitations against reverse engineering, against large data downloads and against any crawler, automated process or high volume manual process), Customer shall not use its access to the Services to (i) create derivative databases, (ii) reverse engineer technologies, (iii) “scrape,” download or copy large sets of LPI data, or (iv) republish extensive details of the LPI data set. Customer may not, for example, use LPI’s Services to develop derivative works that replicate the functionality, in whole or in part, of any of LPI’s Services.

The terms and conditions of this Contract are proprietary, confidential and a trade secret of LPI. Customer agrees to keep the terms and conditions of this Contract confidential for five (5) years from the Effective Date, and to keep all prior Contract drafts in its possession confidential. LPI agrees to keep confidential all specific data and documents created or provided by, or resulting from the work of, Customer’s individual account users or Customer’s Authorized Clients.

Merger of Contract, Terms of Use and Privacy Policy.
Customer agrees to abide by the LPI Terms of Use (“TOU”) and Privacy Policy displayed on the LPI website: either or both of which may be updated from time to time, and each of which is incorporated herein in its entirety. The Contract, TOU and Privacy Policy shall constitute the entire agreement between Customer and LPI. The Contract, TOU and Privacy Policy shall be read so as not to be in conflict. If a court of law with jurisdiction determines that there is a conflict, this Contract shall control the specifically affected provisions. In the event that the TOU and Privacy Policy were found to conflict, the TOU would control over the Privacy Policy.

Waiver of/Limitations on Liability.
The LPI Services, website, database, and data are provided on an “as is” and “as available” basis. NONE OF IT IS INTENDED TO, AND NONE OF IT MAY, CONSTITUTE LEGAL COUNSEL OR ADVICE. Customer understands and agrees that Services are provided “as is” and “as available” and Customer’s use of such Services, by any of its employees, agents, affiliates, or clients, for any purpose whatsoever, is at CUSTOMER’S SOLE RISK.TO THE FULLEST EXTENT PERMITTED BY LAW, LPI AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

LPI makes no warranties that the Services – including, without limitation, the LPI website or any information or data output – are accurate, reliable or correct; that the Services will meet Customer’s requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the LPI website will be free of viruses or other harmful components. LPI does not authorize any person, including its officers, directors, employees and agents, to make a warranty of any kind on its behalf.

In no event shall LMI, its officers, directors, employees or agents, be liable to Customer for any indirect, incidental, special, punitive, exemplary or consequential damages, including, without limitation, damages for loss of profits, goodwill, work stoppage, computer failure, loss of data or intangible losses, that result from the use of, or inability to use, any Services. For example, LPI assumes no liability whatsoever resulting from any errors, mistakes or inaccuracies of content or for any loss or damage of any kind incurred as a result of Customer’s use of any Services, whether based on warranty, contract, tort or any other legal theory, and whether or not LPI or Customer is advised of the possibility of such damages.

Contract headers are merely for convenience and have no legal effect. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California and the United States, without regard to any principles of conflicts of laws. Customer and LPI agree that any legal lawsuit or other action brought by LPI, Customer or any third party to enforce this Contract, or in connection with any matters related to the Services, shall be subject only to the jurisdiction of either the state or federal courts located in San Francisco or San Jose, California, and both parties hereto agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within these jurisdictions. The parties hereto agree that, regardless of any statute or law to the contrary (to the extent contractual waiver of status or limitations is permissible under such statute or law), any claim or cause of action, arising out of or related to Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. Should any subsection, section or number of sections in this Contract be found unenforceable by a court of law, the remainder shall be enforceable and fully in effect. LPI shall not waive any right herein by failure to exercise or enforce such right. LPI reserves the right to assign its right, title and interest in this Contract without prior consent from Customer or any other party.

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