DEFINED TERMS In these Terms:

"Disclaimer" means the disclaimer of liability contained in these terms; "Documents" means any legal document downloaded from a Website (as detailed in these terms);

"ESP" means Epoq Software Group, Plc;

"Epoq" , means Epoq, US, Inc.

"Rapidocs" and "Directlaw " means DirectLaw, Inc.

"Personal Data" means personal data that identifies you;

"Service" means the document assembly service based on the DirectLaw system and other document assembly technologies.

"Terms" means these terms [and conditions];

AGREEMENT

This is a binding legal agreement between yourself and Directlaw, Inc. Your use of this Website and/or your acceptance without modification of the terms, conditions, and disclaimers contained in these Terms constitutes your agreement to all such terms, conditions, and disclaimers. If you do not agree with these terms then you are not authorized to use this Website.

OUR AIMS

The Service is intended to provide interactive legal documents and forms to support law firms. As indicated elsewhere in this Terms and Conditions Statement, the legal information and legal documents available from this website is not a substitute for the legal advice of an attorney who is a member of the bar of the state where you live.

LEGAL DOCUMENT SERVICE

Limitations on the Service

You can download either non-interactive legal forms or interactive legal forms powered by DirectLaw from this web site. The interactive forms option is known as the DirectLaw Web Service. You must be aware that the Service is driven by a document assembly system into which standard legal documents have been inserted in an interactive format. When used the software will automatically produce a version of a Document based on a standard text utilizing the information you have entered. It is however a computer system and while it is interactive, it does not have human like intelligence and does not have the capacity to think outside the pre-programmed information contained in it.

What you are downloading from DirectLaw is a legal product in the form of an 'intelligent' document which contains the 'know-how' of DirectLaw' expert legal drafters and it is not a legal service. The legal document products provided are not a substitute for legal advice provided by a duly licensed attorney.

While DirectLaw has taken every care in ensuring the accuracy of the contents of the Documents, due to the continuing changing nature of the legal systems as well as statute and common law the information contained in the Documents will during the passage of time become outdated.

DirectLaw will use reasonable efforts to update Documents. DirectLaw believes that the Documents contain sufficient information to provide you with a starting point in the process of assembling a standard legal document. The Documents are not suitable to provide expert legal advice or where any particular transaction will require the Documents to be amended or altered. They should be utilized as a guide only to production of the relevant documentation for the particular purpose ascribed to it.

Title and Ownership; terms of license

(a) No transfer of title. The Website and Documents, and copies of Documents or the Website downloaded by you are owned exclusively by DirectLaw or EPOQ, US, INC., and are licensed to you as provided for in this Terms and Conditions of Use; Neither DirectLaw or EPOQ, US, INC. does not transfer to you title to any tangible copy, or original, of the Documents or any part of the Website.

(b) License: Upon registration for this site, you are authorized to: (i) download and assemble DIRECTLAW documents and forms on behalf of eligible users. "Eligible users" are defined as individuals who are your customers and clients. You may not use the Website or the Documents for any other purpose, and all other rights to the Documents and Website are specifically reserved. You may not remove the copyright notice and any terms of license from any Document or any part of the Website, or use the Documents for any commercial purpose whatsoever. Ownership and copyright in the Questionnaires, Documents and Website belong solely to DIRECTLAW. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from this Website.

Re-use of the documents

The latest version of the documents will also be available in your private and secure WorkSpace™

Limitation of liability in respect of the Documents

DIRECTLAW AND EPOQ, US, INC., has included within this agreement a disclaimer in respect of its liability in respect of the documents. Please read it carefully as the following are the terms upon which DIRECTLAW AND EPOQ, US, INC. provides Documents to you.
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DISCLAIMER RELATING TO THE DOCUMENTS

PLEASE READ THIS IMPORTANT NOTICE WHICH AFFECTS YOUR RIGHTS

IF YOU USE ANY DOCUMENT IN THE SERVICE, IT WILL BE ON THE TERMS WHICH ARE STATED IN THIS DISCLAIMER.

DOCUMENTS AVAILABLE ON THE SERVICE HAVE BEEN PREPARED BY DIRECTLAW OR EPOQ, US, INC. WHILE DIRECTLAW OR EPOQ, US, INC. HAS USED REASONABLE CARE IN PREPARING THE DOCUMENTS, IN THE MAJORITY OF CASES THEY WILL HAVE TO BE TAILORED TO SUIT YOUR PARTICULAR CIRCUMSTANCES. THEREFORE THE BASIS ON WHICH YOU PURCHASE OR MAKE USE OF ANY DOCUMENT IS THAT THE DOCUMENT IS SUITABLE TO BE USED BY YOU IN CONJUNCTION WITH PROPER ADVICE AS TO ITS APPLICATION AND ADAPTATION FOR YOUR PARTICULAR REQUIREMENTS. THE DOCUMENTS ARE NOT MADE AVAILABLE TO YOU ON ANY OTHER BASIS. PLEASE NOTE ALSO THAT THE DOCUMENTS HAVE BEEN PREPARED IN LIGHT OF THE LAWS OF A PARTICULAR STATE AS SET FORTH IN THE DOCUMENT, AND THEY WILL NOT BE SUITABLE IN OTHER STATES OR OVERSEAS. YOU SHOULD NOT USE THEM IF ANY PERSON WHO IS TO SIGN THE DOCUMENT OR THE PROPERTY WHICH THE DOCUMENT DEALS WITH IS OUTSIDE THE STATE WHERE YOU LIVE OR INTEND TO USE THE DOCUMENT.

DIRECTLAW OR EPOQ, US, INC. DOES NOT TAKE RESPONSIBILITY FOR, AND YOU AGREE THAT DIRECTLAW OR EPOQ, US, INC. IS NOT LIABLE FOR, LEGAL ADVICE PROVIDED BY ANY PERSON, WHETHER OR NOT SUCH PERSON WAS A REFERRAL FROM DIRECTLAW OR EPOQ, US, INC. . ADVICE YOU RECEIVE FROM A LAWYER IS THE RESPONSIBILITY OF THE ATTORNEY OR OTHER PERSON ADVISING YOU.

DIRECTLAW OR EPOQ, US, INC. WILL NOT HAVE ANY RESPONSIBILITY AT ALL FOR ANY ALTERATIONS THAT MAY BE MADE TO ANY DOCUMENT AFTER YOU HAVE DOWNLOADED OR ACCESSED. PLEASE NOTE ALSO THAT ANY RESPONSIBILITY THAT DIRECTLAW OR EPOQ, US, INC. MAY HAVE TO YOU WILL NOT EXTEND TO ANY OF THE FOLLOWING:

LOSS OR DAMAGE WHICH WE CANNOT REASONABLY FORESEE MAY HAPPEN; OR, LOSS OR DAMAGE WHICH CONSISTS OF OR INCLUDES ANY WASTED EXPENDITURE, INDIRECT LOSS, LOSS OF PROFITS OR ANTICIPATED PROFITS OR GAINS OF ANY DESCRIPTION OR LOSS OF BUSINESS.

IF A COURT OR ANY OTHER BODY HAVING THE POWER TO RULE ON DISPUTES DECIDES THAT ANY PART OF THIS DISCLAIMER IS NOT REASONABLE OR CANNOT BE ENFORCED FOR ANY REASON, THIS WILL NOT AFFECT THE VALIDITY OF THE OTHER PARTS OF THIS DISCLAIMER WHICH WILL CONTINUE TO BE IN FULL FORCE AND EFFECT.

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Complaints

DIRECTLAW, INC. is dedicated to providing you with quality products. However in the unlikely event you should have any complaint with regard to the running of the Service or any of the products purchased from DIRECTLAW, INC. please contact us here. DIRECTLAW, INC.will endeavor to investigate your complaint and respond to you as quickly as possible and usually within 1 day of the timed receipt of your e-mail.

Copyright and trademark notices

The DirectLaw logo and trafemark is owned by DirectLaw, Inc., The SmartLegalForms, 'MYLAWYER' logos are owned by Epoq, US, Inc., Other company names mentioned on the Website may be the trademarks of their respective owners.

All contents of this Website are copyright: © DirectLaw, Inc., 2008. No part of the site may be reproduced in any form whether electronically or otherwise without the prior consent of EPOQ, US, INC., other than temporarily in the course of using the Service or to keep a record of a transaction entered into using the Service.

Any rights not expressly granted herein are reserved. Legal identity

This service is operated by DIRECTLAW, INC.

Prohibited use

As a condition of your use of this Website, you warrant to us that you will not use this Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may use the forms and questionnaires contained in this web site only for the purpose of preparing legal documents for your customers or clients. You may not re-sell the forms, questionnaires, or training materials, or prepare legal forms, for third party entities including retailers. In other words, you are limited to using the contents of this site for serving your own clients and customers and not for re-selling the re-distributing the contents the retailers who serve the public directly.

Hyperlinks

This Website contains hyperlinks to websites operated by third parties. Such hyperlinks are provided for your reference only. We do not control such websites and we can not be responsible for their contents. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites.

General warranty and liability disclaimer; limitation of liability

(a) Warranty. DIRECTLAW, INC. MAKES NO IMPLIED WARRANTIES OF ANY KIND, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT.

(b) Liability. In no event will EPOQ, US, INC. be liable for any indirect, incidental, special or consequential damages arising out of or in any way connected with the use of the Documents, this Website or the telephone support service whether based in contract, tort, strict liability or otherwise. The liability of any of the DIRECTLAW, INC. service for direct loss arising out of the use of the Documents, this Website, and the telephone support service whether based in contract, tort, strict liability or otherwise is limited to the total amount paid, if any, by you to DIRECTLAW, INC..

Modifications

We reserve the right to change any terms, conditions, and disclaimers under which this Website or any service offered through it are offered. This right will not affect the existing terms and conditions accepted by you upon making a legitimate purchase using this Website.

Statutory rights

These Terms will not affect your statutory rights as a customer of this web site.

Non transferability

Your right to use the Website and the Documents is not transferable without the specific written consent of DIRECTLAW, INC.

Access codes and passwords; no hacking

When you sign up as a member of DIRECTLAW, INC., you may be provided a password or other access code to download Documents or otherwise make use of portions of the site that are not generally available to the public. You agree that these passwords and access rights are owned by DIRECTLAW, INC. and that you will not disclose these passwords or access codes to anyone or by any means, and that you will maintain such access codes and passwords securely so that no other person may gain access to such codes.

Representation of true intent

You represent that you are using the Website and the Documents under your own name, and not under a pseudonym, fictitious name or under an alias or similar false name, and that all information you have provided about yourself to DIRECTLAW, INC.is true and accurate and not falsified.

Disclosure of information; Security

Unless provided otherwise in DIRECTLAW, INC.'s privacy policy, DIRECTLAW, INC. will not provide any personally identifying information to any third party without your consent (which consent may be obtained electronically via e-mail or form fill in on the Website); provided however that you are advised that in the event DIRECTLAW, INC. determines in its reasonable discretion that disclosure of personal identifying information is necessary to comply with any law, rule order, subpoena, civil investigative request or demand, discovery request or any other legal requirement, DIRECTLAW, INC. may disclose your personally identifying information to comply with such request, and it may be disclosed without prior notice to you. DirectLaw agrees to take reasonable efforts to protect your personally identifying information in the event of such disclosure, provided however, that you agree that DIRECTLAW, INC. shall not be liable to you for any claim by you that DIRECTLAW, INC. failed to exercise reasonable care in protecting your personally identifying information. You also acknowledge that, despite efforts of DIRECTLAW, INC. to maintain your information secure, the internet is inhabited by many criminal and otherwise malicious persons who may attempt to crack into DIRECTLAW, INC.'s computer systems, and that despite DIRECTLAW, INC.'s efforts, such person's may be able to obtain copies of your personally identifying information. You agree that DIRECTLAW, INC. is not responsible to you for any inadvertent disclosure or unauthorized access by any third party of your personally identifying information.

General

These Terms are governed by the laws of the State of Florida. You hereby consent to the non-exclusive jurisdiction of the courts of the State of Florida in all disputes arising out of or relating to the use of this Website. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this clause.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to the warranty disclaimers and limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

These Terms constitute the entire agreement between us with respect to this Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written. A printed version of these terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

TERMS AND CONDITIONS AND LICENSE AGREEMENT