Q4B
Document Center
Terms Of Use
LICENSE AGREEMENT Q4B DOCUMENT CENTER TERMS OF USE Q4B Center, L.L.C. operates a web site known as Q4BCenter.com [hereinafter referred to as the "Site" or "Q4B Center"]. The Site is intended as an aid to professionals authorized to prepare living trusts and related estate planning documents. The services of Q4B Center, L.L.C are defined as document software services and do not include and are not intended as, nor shall be considered or interpreted as, the practice of law or the rendering of legal services, or the providing of legal advice. The assembly of a document package at the Site is a fee-based service ("Assembly Service") that is accessed by use of a User Identification Code and Password (together referred to as an "ID"). Q4B Center, L.L.C. shall hereinafter be referred to herein as the "Licensor," and you shall be referred to as "You" or the "Licensee." ANY USE OF YOUR ID SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. LICENSOR, IN ITS SOLE DISCRETION, MAY OFFER YOU A FREE TRIAL USE OF THE ASSEMBLY SERVICE IN ADVANCE OF ISSUING YOU AN ID. ALTHOUGH NO CHARGE WILL BE MADE TO YOU FOR SUCH FREE TRIAL, YOUR USE OF THE FREE TRIAL ID SHALL CONSTITUTE YOUR AGREEMENT TO BE BOUND BY ALL OTHER TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. SEE PARAGRAPH 2, BELOW. 1. GRANT OF NON-EXCLUSIVE, LIMITED LICENSE Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, limited license to utilize the Site in accordance with the terms of this License Agreement. Licensee obtains no rights other than as expressly granted under this License Agreement. Licensor (and/or its members or affiliates) retains all title and copyright or other intellectual property rights in and to the Site, the software, documents assembled at the Site, and the contents thereof. The license granted hereunder shall remain in effect only for so long as Licensee is in compliance with the terms and conditions of this License Agreement, and will automatically terminate upon breach by Licensee. The provisions regarding the proprietary rights of Licensor, Licensee's holding Licensor harmless, the exclusions of warranties, and limitations of liability, set forth below shall survive and continue in full force and effect even after any termination of the license. 2. ACCEPTANCE OF TERMS AND CONDITIONS By using any ID issued to you, you expressly acknowledge, represent, warrant, covenant and agree as follows: (a) that you have read and agree to be bound by all of the terms and conditions of this License Agreement, as they may be amended from time to time as set forth hereinbelow; (b) that Licensor reserves and has the exclusive right, in its sole and uncontrolled discretion, to alter, amend or modify the terms of this License Agreement at any time; and (c) that you acknowledge that you shall have the obligation to read and be familiar with the terms of this License Agreement, and all amendments thereto, including but not limited to the disclaimers and disclosures set forth herein and/or posted on the Site, in effect on each occasion on which you utilize your ID. 3. PASSWORD You expressly acknowledge, represent, warrant, covenant and agree as follows: (a) that the control and confidentiality of any and all ID(s) issued to you is your sole responsibility, and that you are responsible and liable for all uses of your ID by you, your employees, officers, representatives and/or affiliates, or by any other person whatsoever; (b) that all persons using your ID shall be bound by the terms and conditions of this License Agreement; (c) that your ID shall not be used by any person in violation of the terms and conditions of this License Agreement; and (d) that you are responsible and liable for all charges resulting from the use of your ID. You further acknowledge and agree that: (e) that you are solely responsible for the confidentiality of your passwords; (f) that you shall change your Password the first time that you login to use the Assembly Service under each ID; and (g) that you shall routinely change the Password for each ID at least once every 30 days. Licensor retains the right at any time to refuse or discontinue the use of any password selected by you. You shall immediately notify Licensor of any use of your ID that was not authorized by you. IF YOU BELIEVE THAT SOMEONE HAS GAINED ACCESS TO YOUR PASSWORD WITHOUT YOUR PERMISSION, CHANGE YOUR PASSWORD IMMEDIATELY AND NOTIFY LICENSOR BY E-MAIL TO SUPPORT@Q4BCENTER.COM. 4. PAYMENT FOR USE OF SERVICE Your use of the Assembly Service will be charged to you at the cost per document package as set forth in the Fee Schedule in effect on the date that you use the Site to assemble each document package, which said Fee Schedule is hereby incorporated by reference herein. A new charge will be applied each time that you submit a Questionnaire to the Site for processing and document assembly (subject to the reassembly provisions set forth below). Licensor may determine whether to have the charges applied to your credit card or to be billed to you directly. If charged to your credit card, you will receive monthly statements itemizing those charges in accordance with the practices of your credit card issuer. If billed directly, you will receive monthly invoices detailing all charges due for the period. All invoices are due on receipt and shall be delinquent if payment in full thereof is not received by Licensor within 30 days of the date of such invoice. In addition to all other remedies, Licensor reserves and has the right to charge late fees on any delinquent account to the maximum extent permitted by law. Licensor further reserves and has the right to modify, alter or amend the Fee Schedule at any time upon 30 days notice, such notice to be provided to you by first class mail or e-mail and to include the updated Fee Schedule as modified, and shall be deemed received by you upon posting for mail, or sending by e-mail, without any requirement for you to acknowledge receipt thereof. Your use of your ID more than 30 days subsequent to the date of such notice shall constitute your acceptance thereof in accordance with Paragraph 2, above. A written copy of the current Fee Schedule will be provided to you at any time upon your request. A document package may be reassembled by you at no additional charge during the 30-day period following the original assembly, solely to correct input errors or other mistakes on the Questionnaire as previously submitted by you. In order to qualify for free reassembly, the reassembled document must be of the same type and have the same name and the same trustor(s) (if applicable) as the original document, allowing only for spelling mistakes, grammatical errors and other minor, non-substantive changes. 5. MODIFICATION TO SERVICE You expressly acknowledge, represent, warrant, covenant and agree: (a) that Licensor reserves and has the right, in its sole and uncontrolled discretion, to change, suspend, cancel or discontinue any part or all of the Site, the Assembly Service, or any other service provided by Licensor, at any time, with or without notice; (b) Licensor reserves and has the right at any time to change or modify these Terms and Conditions and/or to impose new conditions, including but not limited to, modifications to the Fee Schedule, and except as expressly provided in Paragraph 4 above, such changes, modifications, additions, or deletions shall be effective immediately upon posting on the Site, and that any use of your ID subsequent to such posting shall constitute your irrevocable acceptance of these terms and conditions, and all changes, modifications, additions or deletions thereto; (c) that neither Licensor nor its members, affiliates, officers, employees, and/or agents shall be liable to you or to any third party for any damages of any kind arising from or relating in any manner whatsoever to the operation, modification, interruption, suspension and/or discontinuation of the Site, the Assembly Service, the text, content and/or substance of any document assembled at the Site, or any other service which may be provided by Licensor from time to time; and (d) that no third party shall be considered as a primary party in interest herein nor shall any third party be entitled to claim or assert any benefit of this License Agreement. 6. RETENTION AND USE OF INFORMATION You expressly acknowledge, represent, warrant, covenant and agree: (a) to use the Site strictly in accordance with all instructions and other information available at or through the Site, including these Terms and Conditions; (b) that Licensor shall have no obligation to retain assembled documents, completed questionnaires or any other information submitted by you to the Site; (c) that information transmitted by you to and from the Internet in general is not confidential; (d) that you access materials on the Internet at your own risk, and that Licensor has no responsibility whatsoever for such materials; (e) that Licensor does not guarantee privacy or protection of any user; and (f) that Licensor will not disclose such information to unaffiliated third parties without your permission, except as required by court order, subpoena or other legal request, or upon the advice of counsel, however, Licensor reserves and shall have the right to use such information for billing purposes, to ascertain if the Site or the Assembly Service is being used contrary to these terms and conditions, and for other internal and/or statistical purposes. IN ADDITION, YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE AWARE THAT LICENSOR IS NOT A LAWYER OR LAW FIRM; THAT LICENSOR IS NOT EMPLOYED BY A LAWYER OR LAW FIRM; THAT LICENSOR CANNOT GIVE LEGAL ADVICE; THAT COMMUNICATIONS WITH LICENSOR ARE NOT PRIVILEGED; THAT THE SERVICES OF LICENSOR ARE NOT LEGAL SERVICES AND THAT THE PROTECTIONS OF THE CLIENT-LAWYER RELATIONSHIP DO NOT APPLY; AND THAT YOU HAVE RECEIVED WRITTEN DISCLOSURE OF THE FORGOING PRIOR TO ENTERING INTO ANY AGREEMENT TO UTILIZE THE SERVICES OF LICENSOR, AND THAT THE CURRENT FEE SCHEDULE OF LICENSOR IS AVAILABLE AT ANY TIME ON REQUEST. 7. PROPRIETARY RIGHTS You expressly acknowledge, represent, warrant, covenant and agree that the forms and other documents available for assembly at the Site, the Site itself, and the software that constitutes the Site or provides the functionality of the Site (including, but not limited to, executable programs, program source code, cgi scripts, html code, javascript code, data files and databases), are copyrighted, proprietary, and are owned by Licensor and/or its members or affiliates. A Copyright Notice is posted at the Site, which may include notice of the copyrights of unaffiliated third parties in addition to the copyrights of Licensor, its members and/or affiliates. Except as expressly authorized by Licensor in writing, you further expressly acknowledge, represent, warrant, covenant and agree: (a) not to scan or modify any trust or other document assembled at the Site or included in a document package; (b) not to create any derivative works, based in whole or in part, on the forms, trusts or other documents available for assembly at the Site, or included in a document package; (c) not to use, merge, copy, display, adapt, modify, execute, distribute, transfer or reproduce any of the software, in whole or in part, that constitutes the Site or provides the functionality of the Site; (d) not to create any derivative works based, in whole or in part, on such software; (e) not to reverse assemble, reverse engineer, decompile, dissasemble, decode, translate or make any attempt to discover the source code of the software, or create derivative works from the software or any item included in a document package; (f) not to reproduce, copy or redistribute the design, layout or individual elements of the software or any document or other item contained in a document package; and (g) not to remove or alter any copyright notice, trademark or other proprietary rights notice placed on the software or any document or other item contained within a document package. 8. LICENSEE'S REPRESENTATIONS Licensee expressly acknowledges, represents, warrants and agrees: (a) that Licensee shall utilize the Site and the documents contained within a document package solely for lawful purposes, and not in violation of any law, regulation, or rule, including those relating to the unauthorized practice of law; (b) that Licensee has read all materials posted at the Site, including "Help"; (c) that Licensee is authorized to and has sufficient knowledge, training and understanding of estate planning principles to enable you to complete a questionnaire at the Site; (d) that you will not be trained or supervised by Licensor in connection with the use of the Site unless you have made arrangements therefor separate herefrom; (e) that your use of the Site will comply with all instructional materials available at the Site and elsewhere as referenced therein; (f) that Licensor has no obligation to and will not review documents assembled by you at the Site, and that Licensor shall not be considered to be the preparer of the assembled documents; (g) that Licensee accepts and assumes all responsibility and liability for the accuracy of all information provided in response to a questionnaire and the content and suitability of all forms of documents requested to be assembled at the Site; (h) that Licensee is either an attorney admitted to practice, or a certified legal document preparer licensed in the State of Arizona (or equivalent in other jurisdictions), or Licensee is working under the direct supervision of an attorney or certified legal document preparer (or equivalent), or Licensee will arrange and provide for the review of the document package by selecting the option for an independent review by an attorney listed on the Site, or by another attorney or certified document preparer (or equivalent) arranged separately by Licensee; and (i) that Licensor has the right to and does rely upon the representations of Licensee in this License Agreement, and that such reliance is reasonable. 9. INDEMNIFICATION Licensee expressly acknowledges, represents, warrants, covenants and agrees: (a) that Licensor does not provide legal advice or legal services to you or to any other person; (b) nothing at the Site or in any document package or any item therein is to be considered or interpreted as legal advice; (c) notwithstanding any instructions, directions, examples or illustrations which may be posted at the Site from time to time, Licensor is not responsible for determining the suitability of any estate plan or any trust or other document assembled at the Site; (d) Licensor does not represent, warrant or imply that any of the trusts, forms or other documents assembled at the Site or included in any document package are suitable for any particular person or couple; (e) Licensor shall not be responsible for ascertaining whether or not any state laws or other statutes, rules or regulations in any jurisdiction may be applicable to your use of the Site and/or the documents assembled thereat, and that you shall have the sole obligation to determine the applicability thereof; and (f) you shall not use the Site, the document package, or any item contained therein in violation of any law, including but not limited to any law, statute, rule, regulation, or custom concerning the unauthorized practice of law. You further expressly acknowledge, represent, warrant, covenant and agree that (a) links, whether in text or graphic format, on the Site, including but not limited to links of attorneys, are for convenience only; (b) Licensor is not responsible for the accuracy, content, quality, or privacy practices of such sites or any information contained on such sites, or any services or goods provided by such attorneys or companies, or any link contained in a linked site; (c) any legal services you receive from attorneys (as well as services you receive from a certified legal document preparer referred by Licensor), whether linked on the Site or not, shall be independent of Licensor and the subject of a separate agreement between you and such attorney (or such certified legal document preparer), and Licensor, its members, affiliates, employees and agents shall not have any liability or responsibility in relation thereto. In addition to and not in limitation of the foregoing, you agree that Licensor shall not be liable for any damages or costs arising of any nature whatsoever out of or in any way connected with your use of any of the services or companies accessed through the Site, and that you indemnify, save, defend and hold harmless Licensor and its members, affiliates, employees and agents therefrom. You further expressly acknowledge, represent, warrant, covenant and agree to indemnify, save, defend and hold harmless Licensor and its members, affiliates, employees and agents from any and all claims, expenses, losses, costs, attorney's fees, damages of any kind, and any other liabilities, of any nature, character or theory, brought, asserted or claimed by you or any other person, arising from or relating to any and all use of the Site, the document package, and/or any item contained therein, whether authorized or not by Licensee. 10. EXCLUSION OF WARRANTIES AND LIMITATIONS OF LIABILITY Licensee expressly acknowledges, represents, warrants, covenants and agrees: (a) that the Site and any documents obtained therefrom are provided on an "AS IS" basis only, to the fullest extent permitted by law, without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose or use, accuracy, completeness, usefulness, and/or safety, or those arising by operation of law, statute, usage of trade, course of dealing or otherwise; (b) that Licensor has not recommended, determined nor represented to Licensee that the utilization of the Site or any documents assembled at the Site are appropriate for use by any person, which determination is made by Licensee and/or others, independent of Licensor, and Licensee expressly assumes all risks as to the results or performance of the Site and documents obtained therefrom; (c) that Licensor shall have no liability to Licensee or any other person or entity for any direct or indirect, incidental, special, consequential, punitive, exemplary, or other damages whatsoever, including but not limited to loss of revenue or profit, liability for taxes, loss of or damage to data, commercial or economic loss, or other loss or damage whatsoever, even if advised of the possibility of such damages or they are foreseeable; (d) that neither Licensor nor anyone else involved in creating, producing or delivering the Site shall be liable for any direct or indirect, incidental, special or consequential damages arising out of the use of the Site or inability to use the Site; (e) that these disclaimers of liability apply to any and all damages or injury of any kind or nature whatsoever to any person or entity, including but not limited to damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, bug, worm, trojan horse, or destructive code, or other harmful component, communication line failure, theft or destruction or unauthorized access to, or alteration of transmission or data, or any use of your ID, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action or theory of recovery; (f) NO ORAL ADVICE OR WRITTEN (INCLUDING ELECTRONIC) INFORMATION PROVIDED BY LICENSOR, ITS EMPLOYEES, AFFILIATES, AGENTS, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY, EXPRESS OR IMPLIED, NOR SHALL YOU RELY ON ANY SUCH ADVICE OR INFORMATION; and (g) in the event the exclusions of warranty and limitations of liability of Licensor set forth in this License Agreement are held to be unenforceable, liquidated damages as your sole and exclusive remedy may be assessed against Licensor in the total amount of $200.00. 11. BREACH OF CONTRACT A. You expressly acknowledge, represent, warrant, covenant and agree: (a) that your sole and exclusive right with respect to any dissatisfaction with the terms of this License Agreement or any change thereto, and/or any other claim or demand against Licensor is to terminate your account; (b) written notice of any and all claims, including but not limited to billing errors, shall be made to Licensor at Licensor's business office within 10 days of the date thereof; (c) that any claim must be brought within one year of the accruing thereof, provided that as a condition precedent to any such claim, action or proceeding against Licensor, the aforesaid written notice thereof shall have been made and shall have provided Licensor with not less than 30 days within which to cure the same; (d) that any claim, action or proceeding shall be subject to compulsory binding arbitration before a single arbitrator in Maricopa County, Arizona; (e) the arbitrator shall have the authority to issue injunctive relief, as may be appropriate, as a remedy, in whole or in part, for breach of Licensor's proprietary rights, but the arbitrator shall not have any authority to issue injunctive relief of any kind or nature against Licensor; (f) that the cost of such arbitration shall be divided evenly between the parties in the event the matter is finally resolved and decided in your favor, otherwise you shall pay the entire cost of the arbitration proceedings; and (g) Licensor shall have the right, at its option, to institute legal action in a court of competent jurisdiction in Maricopa County, Arizona, for collection of any amounts due pursuant to this License Agreement or for injunctive relief for breach of Licensor's proprietary rights. B. You expressly acknowledge, represent, warrant, covenant and agree: (a) that Licensor shall have the right to terminate your access to the Site, without prior notice, in the event you breach any of the terms of this License Agreement, or fail to tender payment in full of an invoice prior to the same becoming delinquent; (b) delinquent accounts are subject to a rebilling service charge of 1.5% per month on the outstanding balance; (c) termination of access to the Site shall not relieve Licensee from the obligation to satisfy outstanding invoices; (d) in the event Licensor utilizes an attorney to collect such sums or otherwise to enforce the terms and provisions of this License Agreement, you agree that you shall be liable and responsible for the payment of all such attorneys' fees and costs upon demand; (e) and any material breach by you of Licensor's proprietary rights may be remedied by injunctive relief. 12. GOVERNING LAW AND JURISDICTION You expressly acknowledge, represent, warrant, covenant and agree: (a) that the Site is operated from within the State of Arizona; (b) you hereby submit to the exclusive personal jurisdiction and venue within the territorial jurisdiction of the Superior Court of Maricopa County, Arizona; (c) this License Agreement shall be governed and interpreted pursuant to the laws of the State of Arizona; (d) should any provision herein be held to be void or unenforceable, such provision shall be deemed severable, and the remainder of this License Agreement shall continue to be of full force and effect; (e) Licensor's failure to insist upon or enforce strict performance of these terms and conditions shall not be considered or interpreted as a waiver of any provision or right contained herein. 13. ENTIRE AGREEMENT You expressly acknowledge, represent, warrant, covenant and agree: (a) that this License Agreement represents the full and final agreement between us regarding your use of your ID, the Site, the document package and any item contained therein, effective as of the date you first log on to the Site or after any modifications hereof are posted thereto; (b) that whether or not you choose to print these terms and conditions in hard copy, this License Agreement constitutes a "writing;" (c) that neither any course of conduct between the parties, trade practice, custom, policy or precedent shall act to modify any provision of this License Agreement; (d) that this License Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and shall supercede any and all prior representations or agreements, oral or written, between the parties which are hereby merged herein; (e) this License Agreement may be modified only as expressly provided above in this License Agreement; and (f) these Terms and Conditions may be modified only as provided in paragraphs 4 and 5 above, and no representative, employee or agent of Licensor has the authority to modify or waive these Terms and Conditions, including this paragraph 13(f). 14. MISCELLANEOUS A. The headings herein are for convenience and reference only and shall not be construed or interpreted to limit or modify any of the provisions hereof. B. In the event any of the terms or provisions of this License Agreement shall be held to be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect, and effect shall be given, to the greatest extent feasible, to the intent of the parties as expressed in such invalid or inoperative provision. C. All notices required or permitted to be given by Licensee hereunder shall be in writing and served either personally or by first class mail, postage prepaid, return receipt requested, to the address provided by Licensor on its invoice. D. Time is of the essence of each and every provision of this License Agreement. E. Wherever the context so requires, the masculine shall include the feminine, and the singular shall include the plural, and vice versa. F. This Agreement is not assignable by Licensee except upon the prior written consent of Licensor.