Terms of Service
Updated July 31, 2015
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE AND THE SERVICES
LAWBOT IS NOT INTENDED TO BE LEGAL ADVICE AND USE OF THE SITE AND THE iDISCLOSE SERVICE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP
Lawbot reserves the right, in its sole discretion, to update or change the TOS at any time without notice to you. You can review the most current version of the TOS at any time at the URL for this page. It is your responsibility to review the TOS periodically. If at any time you find the TOS unacceptable or if you do not agree to the TOS, please do not visit the Site or use the Service. If you have any questions about the TOS, please contact us at firstname.lastname@example.org.
YOU WARRANT AND REPRESENT THAT: 1) YOU ARE OVER 18 YEARS OF AGE; 2) YOU ARE LEGALLY ABLE TO ENTER INTO THIS CONTRACT; AND 3) YOU ARE NOT A PERSON BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
YOU ACKNOWLEDGE AND AGREE THAT At no time do we: 1) review your answers for legal sufficiency; 2) draw legal conclusions; 3) provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies; OR 4) apply the law to the facts of your particular situation. YOU ACKNOWLEDGE AND AGREE THAT: 1) LawBot is not a law firm and may not perform LEGAL SERVICES; 2) LawBot and its Service are not substitutes for the advice or services of an attorney; AND 3) your use OF THE SITE AND the SERVICES does not and will not create an attorney-client relationship between you and LawBot. You agree to engage and consult with a licensed and qualified attorney prior to using one of our Documents produced by the Services in a securities offering.
LawBot endeavors to keep the draft Documents current and up-to-date. However, because the law changes rapidly, we cannot guarantee that all of the information on the Site or provided in connection with the Services is completely current. The law varies from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The Services and information provided by Lawbot may not be applicable to your particular situation or needs. Furthermore, the legal information contained on the Site and Services is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, you must consult with a licensed and qualified attorney prior to using any documents generated by the Services and prior to conducting any securities offering.
Subject to your compliance with the TOS, LawBot grants you a non-exclusive, revocable, royalty-free, non-transferrable, non-sublicensable, limited license to access and use the Site and Service for the purpose of preparing one of our Documents. Any rights not expressly granted herein are reserved by LawBot.
When you open an account to use or access certain portions of the Site or the Service, you must provide true, complete and accurate information as requested, and promptly update such information as appropriate. We reserve the right, in our sole discretion, to suspend or terminate your account and deny you access to the Service without notice for any reason. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we shall terminate your account and deny you access to the Service.
You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use a third party's account, user name or password at any time. You agree to notify LawBot immediately of any unauthorized use of your account, user name or password. LawBot shall not be liable for any losses you incur as a result of someone else's use of your account or password, either with or without your knowledge.
You acknowledge that you are solely responsible for all information, data, text and/or other materials that you upload to the Site or Service (your "Content"). You acknowledge and agree that LawBot has no obligation to pre-screen your Content, although LawBot reserves the right, in its sole discretion, to pre-screen, refuse or remove any of your Content from the Site, Service or Materials that violates the TOS or that it deems objectionable. You grant LawBot a worldwide, perpetual, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, transmit, reproduce, modify, conform, adapt, publish and translate your Content solely for the purpose of enabling your use of the Site, Service and Materials.
In connection with your use of the Site, Service and Materials, you shall not:
upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
stalk or otherwise harass another person or entity;
impersonate any person or entity, including, but not limited to, Lawbot personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
create serial accounts for disruptive or abusive purposes or squat on accounts to prevent legitimate use by others;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or Service;
upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationship – for example, inside information or other proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Site, Service or Materials are able to type, or otherwise act in a manner that negatively affects the ability of other users to use the Site, Service or Materials;
interfere with or disrupt the Site or Service or servers or networks connected to the Site or Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Service;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
use spiders, crawlers, robots or any other means to access the Site or Service or substantially download, reproduce or archive any portion of the Service except as otherwise expressly permitted in the TOS; or
reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Site, Service or Materials or your access to or use of the same.
This Site and Service are owned and operated by LawBot. You acknowledge and agree that all right, title and interest in and to the Site and Service, and all information, documents, logos, graphics, sounds and images contained in the Site or Service (the "Materials") are owned either by LawBot or by our respective third party authors, developers or vendors ("Third Party Providers"). LawBot™, iDisclose™, "Make your own counsel™," the "lawyer robot" logo, all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of LawBot and may not be used by you without LawBot's prior written consent.
LawBot grants you a limited, personal, non-exclusive, non-transferable license to use our Site and the Service for your own personal, internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of the Site or Service, or transfer any right in the Site or Service in any manner. You shall not remove any proprietary notices from the Site, Service or Materials. By ordering or downloading draft documents, you agree that the documents you purchase or download may only be used by you for your personal or business use or used by you and may not be sold, reproduced for anyone else or redistributed without the express written consent of LawBot.
The Site, Service and Materials may contain links to other websites or resources. You acknowledge and agree that we are not responsible for the operation of or availability of such external sites or resources and that we do not endorse, and are not responsible for, any content, advertising, products, services or other materials on or available through such sites or resources (collectively "External Resources.") You further acknowledge and agree that Lawbot shall not be liable, directly, or indirectly, for any damage or loss caused by or resulting from use or reliance upon any External Materials.
THE SITE, THE SERVICE, AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE OR THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS, ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, LAWBOT AND ITS MANAGERS, MEMBERS< EMPLOYEES, AGENTS, AFFILIATES, LICENSEES AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LAWBOT MAKES NO WARRANTY THAT: (A) THE SITE, THE SERVICE, OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE, SERVICE, OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICE, OR ANY MATERIALS OFFERED THROUGH THE SITE OR SERVICE, WILL BE ACCURATE, RELIABLE, COMPLETE OR UP-TO-DATE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE, SERVICE, OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS OR OMISSIONS WILL BE CORRECTED. OBTAINING ANY MATERIALS THROUGH THE USE OF THE SITE OR SERVICE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. LAWBOT SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.
YOU UNDERSTAND AND AGREE THAT LAWBOT AND ITS MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS AND AGENTS (THE "LAWBOT PARTIES") SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LAWBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SITE, SERVICE OR MATERIALS. IN NO EVENT SHALL THE LAWBOT PARTIES' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS OF SERVICE EXCEED THE AMOUNT PAID BY YOU TO LAWBOT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY BEFORE ANY SUCH CLAIM AROSE.
You agree to indemnify and hold the LawBot Parties harmless from any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), due to or arising out of: (a) your Content; (b) your use of the Site, Service or Materials; (c) your violation of the TOS; or (d) your violation of any laws or rights of another party. You shall provide the LawBot Parties with prompt written notice of any claim, suit or action from which you must indemnify LawBot.
The LawBot Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the LawBot Parties in the defense of any such claim, action, settlement or compromise negotiations, as requested by the LawBot Parties.
Compliance with Securities Laws. When accessing LawBot or using a LawBot Application, you agree to obey the federal and state securities laws. You will ensure that all information you provide when using the application will be fair, accurate and not misleading and will not contain any material errors or omissions. You agree to have a licensed and qualified attorney to review any draft documents generated by any Application prior to conducting any securities offering using such document. You agree to disclose in any Documents produced by any Application all covered persons that are bad actors and the respective disqualifying events that have been conducted, if conducted before September 23, 2013, and to not include any such bad actors as covered persons in your Offering of securities or not offer such securities if such disqualifying events occurred on or after September 23, 2013.
For purposes of this provision:
"covered person" means a) the Company, any predecessor of the Company and any affiliated issuer; b) any director, executive officer, other officer participating in the Offering, general partner or managing member of the Company; c) any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power; d) any promoter connected with the Company in any capacity at the time of such sale; e) any investment manager of an issuer that is a pooled investment fund and any director, executive officer, other officer participating in the Offering, general partner or managing member of such investment manager, as well as any director, executive officer or officer participating in the Offering of any such general partner or managing member; f) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sales of securities in the Offering (a "compensated solicitor"); g) any director, executive officer, other officer participating in the Offering, general partner, or managing member of any such compensated solicitor;
"bad actor" means a person who has conducted or been subject to a disqualifying event; and; "disqualifying event" means:
Criminal Acts. Conviction, within the prior 10 years, of any felony or misdemeanor in connection with the purchase or sale of any security; involving the making of any false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of Purchasers of securities;
Court Injunctions and Restraining Orders. Subject to any order, judgment or decree of any court, entered within the prior 5 years, that restrains or enjoins you from engaging in any conduct or practice in connection with the purchase or sale of any security; involving the making of any false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of Purchasers of securities;
Final Orders of Certain Regulators. Subject to a Final Order issued by a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration
which order bars you from: association with an entity regulated by such commission, authority, agency, or officer; engaging in the business of securities, insurance or banking; or engaging in savings association or credit union activities;
or which order constitutes a Final Order, entered within the prior 10 years, based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;
SEC Orders. Subject to an order of the SEC entered pursuant to the Exchange Act or the Advisers Act that suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser; places limitations on your activities, functions or operations; or Bars you from being associated with any entity or from Participating in the Offering of any penny stock;
SEC Cease and Desist Orders. Subject to any order of the SEC, entered within the prior 5 years, that orders you to cease and desist from committing or causing a violation or future violation of any scienter-based anti-fraud provision of the Securities Act, the Exchange Act or the Advisers Act, or any rule or regulation thereunder; or Section 5 of the Securities Act;
Suspension/Expulsion from SRO Membership or Association. Suspended, expelled or barred from SRO Membership or Association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
Regulation A Stop Order. Filed (as a registrant or issuer), or been named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the prior 5 years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;
U.S. Postal Service False Representation Orders. Subject to a U.S. Postal Service false representation order, entered within the prior 5 years, or subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.
If you elect to provide or make suggestions, comments, ideas, improvements or other feedback to LawBot concerning the Site, Service or Materials ("Suggestions"), you agree that LawBot shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation.
You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to this agreement.
You may not assign or delegate any right or obligation under the TOS, by operation of law or otherwise, without the prior written consent of LawBot. LawBot may assign or delegate any right or obligation under the TOS, by operation of law or otherwise, without your consent.
The TOS and the relationship between you and LawBot shall be governed by the laws of the State of New York, without regard to conflict of law principles. You agree that any action, proceeding, controversy or claim between you and LawBot arising out of or relating to this Agreement shall be brought in the United States District Court for the Southern District of New York or, if federal jurisdiction is not available, in the Supreme Court of New York County, and each party hereby submits to the personal jurisdiction of such courts with respect to such actions.
The failure of LawBot to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability.