QuickForms Terms of Use                                            Top.    

Introduction.

This Agreement is between You and Invisible Hand Software, LLC ("IHS"). It governs your use of this System, including QuickForm Contracts OnLine and any Documents you might generate or download. It also governs your use of the QuickForms publications, such as the "Legal Survival Guide" or the "Lawyer's Guide," if you choose to obtain a copy. Finally, it governs any email communications you may have with the QuickForms staff prior to or after purchasing any QuickForm Contract. Please review this Agreement to your satisfaction. We are not willing to proceed unless this Agreement is acceptable to you

QuickForms is Private Property.  (To Top)

QuickForms, the Documents it generates and other information obtained from the System are the joint exclusive property of John A. Newman and Thomas R. Mielke and are licensed by IHS to you under this Agreement. The System is like a virtual vending machine that parcels out limited rights to use small increments of our intellectual property for specific authorized purposes. You obtain a nonexclusive license to use and modify our copyrighted Documents for the internal business purposes permitted in this Agreement. Copyright 1990-2006 John A. Newman, Esq. and Thomas R. Mielke. All Rights Reserved. QuickForm Contracts, QuickForms and Invisible Hand Software are registered trademarks or trademarks of John A. Newman, Esq.

Permission to Access and Use this System. (To Top)

This license is designed to facilitate the normal give-and-take of contract negotiations and document mark-up sessions in which you may be involved, but to preclude activity that would tend to erode the market for QuickForms.

(a) What You Can Do... (To Top)

  • You may use your computer, communications software and telecommunications service to access this System directly or through a third party gateway.
  • Once online, you are permitted to operate QuickForms, including client-side software code downloaded to your computer, for the purpose of generating and downloading Documents and to use the other features of the System.
  • After you pay for and download a Document, you may modify it as you see fit to meet your own internal business requirements. If you are an attorney, you may also modify Documents to meet the internal business requirements of your immediate clients with whom you have an attorney-client relationship.
  • You may transmit copies of a Document in hardcopy or electronic form to individuals in your company or commonly-controlled affiliates, to representatives of companies with whom you are negotiating a transaction and to your outside advisors for evaluation and review. Authorized recipients may modify and retransmit copies of the same Document back to you and your representatives as a normal part of the negotiation process.
  • If you are an attorney, you may transmit Documents to other individual attorneys in your firm, to your firm's immediate client in the course of providing legal representation, or to representatives of the party opposite your client for their review and modification in the context of a particular negotiation.
  • For Documents designed to be displayed as an integral part of an online site (e.g., Internet Linking Agreement, Web Site Terms of Service), you may include one version of the Document in your site as the governing agreement and display it to site visitors. Site visitors may view and reproduce the Document for their own internal review.
  • If the Document is designed to be distributed with your software product (e.g., a Click-Wrap License Agreement), then you may include one version of the Document in your user manual for each product category and display it to end-users as the governing agreement. End-users may view and reproduce the Document for their own internal review.
  • If you decide to license a copy of the QuickForms "Legal Survival Guide" or "Practical Guide" publications, then you may store a copy of the publication in your computer's memory, load and display it on your computer's monitor and make a single hardcopy of it for your own internal use.

(b) What You Cannot Do... (To Top)

  • You may not disseminate copies of Documents or other content (in whole or in part) except as specifically permitted above.
  • Do not distribute Documents or other content to the public at large or use them in any automated document generation system, formbook or other electronic or hardcopy publication.
  • Do not distribute Documents or other content to the public at large through online systems (via group-wide email, news groups, file or discussion areas, Web pages or otherwise).
  • Do not distribute Documents or other content in response to online discussion forum requests posted by the public at large.
  • You may not reverse engineer QuickForms to discover its underlying design or inner workings and you will hold in confidence for our benefit alone anything discovered in violation of this provision. You may not deliberately interfere with or circumvent normal operation of this system.
  • We reserve all rights not specifically granted to you. This means permission to use the System, QuickForms and any Documents or other content generated by it will be narrowly interpreted by a court in our favor. If you infringe our intellectual property rights or exceed the scope of permitted use of this license, you agree that we would be irreparably injured and may obtain a court order to enjoin you from further mischief and without our having to post a bond with the court.

We Make No Warranties.  (To Top)

THIS SYSTEM, QUICKFORMS AND ALL DOCUMENTS, INFORMATION, COMMUNICATIONS, PRODUCTS OR SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING MERCHANTABILITY, QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE DISCLAIMED. THIS IS A BUSINESS SYSTEM AND IS NOT TO BE USED FOR PERSONAL, HOUSEHOLD OR FAMILY USE.

Have All Documents & Information Reviewed by Counsel. (To Top)

QUICKFORMS DOES NOT DISPENSE PROFESSIONAL SKILL OR JUDGMENT, IS NOT A "CYBERLAWYER" PROVIDING LEGAL SERVICES, AND IS NOT A REPLACEMENT FOR AN ATTORNEY. ONLY YOUR ATTORNEY CAN PROVIDE FINAL LANGUAGE TO FIT YOUR SPECIFIC CIRCUMSTANCES AND ACHIEVE YOUR DESIRED PURPOSE. WE HAVE KEPT OUR PRICES LOW ENOUGH TO MAKE NEEDED LEGAL SERVICES MORE ACCESSIBLE TO YOU.

ALL INFORMATION AND COMMUNICATIONS (INCLUDING EMAIL COMMUNICATIONS AND DOCUMENT SUPPORT SERVICES WITH THE QUICKFORMS STAFF) SHOULD BE INDEPENDENTLY VERIFIED, AND ALL DOCUMENTS SHOULD BE REVIEWED AND FINALIZED BY YOUR OWN INDEPENDENT ATTORNEY BEFORE RELYING ON OR USING THEM IN AN ACTUAL TRANSACTION. THIS IS ESPECIALLY IMPORTANT FOR INTERNATIONAL USERS, SINCE THE DOCUMENTS ARE DRAFTED WITH UNITED STATES LAW IN MIND AND FOR DOCUMENTS WHERE LOCAL LAWS MAY VARY. DISREGARD THIS REQUIREMENT AT YOUR OWN RISK.

ANY EMAIL OR OTHER COMMUNICATIONS WITH THE QUICKFORMS STAFF, INCLUDING INFORMATION REGARDING DOCUMENT FEATURES OR SELECTION, AND ANY MODIFICATIONS TO DOCUMENTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WILL NOT BE CONSIDERED LEGAL SERVICES BUT INSTEAD WILL BE INDEPENDENTLY VERIFIED BY YOUR OWN ATTORNEY. IF FOR ANY REASON SUCH ACTIVITIES ARE DEEMED LEGAL SERVICES, SUCH SERVICES ARE LIMITED TO "FIRST CUT" DRAFTING AND YOU WILL HAVE THE FINAL DOCUMENT INDEPENDENTLY REVIEWED BY ANOTHER ATTORNEY BEFORE USING IT IN A TRANSACTION.

FOR ATTORNEY COLLECTION LETTERS: THIS FEATURE IS SUBJECT TO SPECIAL TERMS AND CONDITIONS THAT YOU ACCEPT UPON PLACEMENT OF AN ORDER AND WHICH SUPPLEMENT THIS AGREEMENT. THE ENGAGEMENT FOR LEGAL SERVICES IS DIRECTLY WITH THE ATTORNEY (WE ARE NOT PART OF THAT RELATIONSHIP), IT IS LIMITED IN SCOPE AND DURATION, AND ENDS UPON THE ATTORNEY DECLINING TO ACCEPT THE WORK, OR UPON MAILING OF THE COLLECTION LETTERS. (ANY ENGAGEMENT OF FOLLOW-ON OR DIFFERENT LEGAL SERVICES IS A SEPARATE ENGAGEMENT THAT REQUIRES A CONFLICTS CHECK AND EXECUTION OF AN ENGAGEMENT LETTER BETWEEN YOU THE THE ATTORNEY). IHS's ROLE IS STRICTLY LIMITED TO GENERATING AND FORWARDING THE REQUEST FOR A COLLECTION LETTER. YOU ASSUME ALL RISK OF LOSS IN USING THIS FEATURE.

OUR COMMERCE PARTNERS AND ADVERTISERS ARE INDEPENDENT OF IHS. THEY ARE NOT "PARTNERS" IN A LEGAL SENSE. THEY HAVE NO AUTHORITY TO MAKE REPRESENTATIONS ABOUT THIS SYSTEM. THEY ARE NOT A PARTY TO THIS AGREEMENT. THEY HAVE NO RESPONSIBILITY FOR THIS SYSTEM. YOU WILL NOT MAKE ANY CLAIM TO THE CONTRARY.

We Assume No Liability. (To Top)

Given our current prices and your responsibility to have Documents and communications reviewed by counsel, we do not assume any liability under any circumstances. WE DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT OR ATTORNEY FEES) AND WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. THIS IS A MATERIAL CONDITION TO THIS AGREEMENT, IS COMMERCIALLY REASONABLE AND HAS BEEN FACTORED INTO THE PRICE, CONVENIENCE OF THE SYSTEM AND THE AGREEMENT AS A WHOLE.

We Operate Solely in Fairfax County, Virginia (USA). (To Top)

Because of the uncertainty and lack of uniformity of laws in other states and around the world (particularly as applied to sites operating on the Internet), it is important to agree that our System operates solely in Fairfax County, Virginia (USA). You are using the Internet as your own agent to access and use our site from the local Internet point of presence (POP) here in Fairfax, Virginia and you are using the Internet as your agent to take delivery of any Documents, information or services from computers and computer networks located in Fairfax County, Virginia. This means all operations, services, deliveries, performance and contacts of our business occur solely and exclusively in Fairfax, Virginia (USA).

Termination of this Agreement. (To Top)

Your license to access and operate this System is granted and terminated according to this Agreement each time you access, operate and logoff the System. Your license to download Documents generated from QuickForms arises when you pay for and download the Document. Your license to modify and use a Document will continue for so long as this Agreement and our intellectual property rights are not violated. We reserve the right to suspend or terminate service at any time and to obtain injunctive relief if needed to protect our rights. Protections afforded to us by this Agreement will survive termination of any license. Licenses are personal, nonexclusive and nontransferable.

Resolution of Disputes. (To Top)

Our business operates solely in Fairfax County, Virginia (USA), Virginia law governs this Agreement and Federal courts can hear cases involving copyright or other issues between us. Since we make no warranties and assume no liabilities, you should have little reason to have a grievance with us. Should you nevertheless bring legal action against us, you irrevocably agree it will be brought and maintained within one year after the claim arises, first as non-binding arbitration, and then (if still unresolved) in a court of competent jurisdiction located in Fairfax County, Virginia (USA), or be barred. As disincentive for unwarranted litigation, you agree that if you file a claim or sue us and don't win, you will pay our defense costs, including reasonable fees for in-house and outside counsel at regular published rates. If we are required to enforce this Agreement or our rights, you agree it is reasonable to send you legal notices and papers by electronic mail at your stated address (we would also attempt to send you a backup copy by regular mail). You agree to bring any claim on an individual basis and will not consolidate claims with those of other people.

Credit Card Fraud (Special Notice).  (To Top)

If you use another person's credit or debit card to purchase a QuickForm Contract, and if the card number is processed by our system (thus releasing the purchased document to you), and if the payment is charged back against us, and if the cardholder later indicates that your use of their card to make the purchase was without authorization, then you acknowledge using computers and computer networks located in Fairfax County, VA (USA) to make such unauthorized transactions, and:

You irrevocably: (i) submit to personal jurisdiction and venue in the Circuit and District Courts of Fairfax County, VA (USA), (ii) you waive any defense based on lack of personal jurisdiction or improper forum or venue, (iii) you consent to service of process by first class mail, fax transmission and/or email to your address registered with us, and (iv) you agree to pay all costs and expenses of enforcement, including attorney fees of not less than $1,000 per unauthorized purchase, or as otherwise determined by the Court, plus court costs and expenses of litigation. Be on notice that we have zero tolerance and a strong enforcement policy on all cases of payment card fraud.

Third Party Processing Services. (To Top)

The Payment Plan feature hosted on certain pages of this site allows users to subscribe to a monthly payment plan in order to pay off a debt or make other monthly subscription payments for goods or services. The payment processing service is linked to PayPal. Your subscription to a payment plan may require you to join PayPal and agree to the PayPal terms and conditions. Authorization to charge the payments may be arise from additional terms and conditions, such as a Settlement Agreement or Promissory Note between you and another party. Such third party relationships and features are not part of this Site and we make no warranties and accept no liability with respect to PayPal or such third party relationships.

Export Regulations. (To Top)

The transfer of technology across national boundaries is regulated by the U.S. and certain foreign governments. You agree not to directly or indirectly export or re-export any information or technology derived from (or via links through) this System that requires an export license or governmental approval without first obtaining that license or approval. This provision will survive termination of our Agreement.

European Union Residents. If you reside in the European Union (EU) or if any transfer of information between you and our Service is governed by the European Union Data Protection Directive or nationals laws implementing that Directive, then you consent to the transfer of such information outside of the European Union to your country and to such other countries as may be contemplated by the features and activities provided by the Service.

U.S. Government Restricted Rights. (To Top)

This is a computer data base that constitutes restricted computer software and is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. Contractor is Invisible Hand Software, LLC, 3847 Whitman Road, Annandale, Virginia 22003.

Miscellaneous. (To Top)

This document reflects our entire and exclusive agreement and supersedes all other communications. We reserve the right to change prices, services or this Agreement at any time by posting a new version on this site. Any other amendment shall be in a signed writing, regardless of any course of conduct or trade practice between us. This document and your acceptance entered in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature entered into and performed in Fairfax County, Virginia and admissible into evidence unless the document's authenticity is genuinely placed in question. Any provision found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and it, with all other provisions, shall be given full force and effect. Waiver of a provision in one instance shall not preclude our enforcement of it on future occasions.

 

 
 

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