TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "I HAVE READ AND AGREE WITH THE TERMS AND CONDITIONS", YOU AGREE TO THESE TERMS OF SERVICE.

These Terms of Service constitute a binding agreement (this "Agreement") by and among Nolo, a California corporation ("Provider") and each customer of Provider’s online account service ("Recipient").

  1. Definitions.
    1. "Account" refers to the Service plans and features selected by Recipient through Provider's customer portal.
    2. "TOU" refers to Provider's terms of use policy; as such policy may change from time to time.
    3. "Data Policy" refers to Provider's standard data deletion policy; as such policy may change from time to time.
    4. "Effective Date" refers to the date of commencement of the Service as listed in Recipient's Account.
    5. "Materials" refers to written and graphical content provided by or through the Service, including, without limitation, text, forms, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
    6. "Recipient Data" refers to data in electronic form that is input or collected through the Service by or from Recipient.
    7. "Privacy Policy" refers to Provider's privacy policy, posted at http://www.internetbrands.com/privacy/privacy-highlights.html, as such policy may change from time to time.
    8. "Service" refers to Provider's online account service. The Service includes such features as are set forth on Provider's website (www.Nolo.com). Such features may change from time to time, in Provider's sole discretion.
  2. Service & Payment.
    1. Service. Provider will provide the Service to Recipient pursuant to its standard policies and procedures then in effect. Provider may change, discontinue or impose conditions on any Service.
    2. Payment. Recipient will pay Provider such Service fees as are required in Recipient's Account, due at the time of purchasing such Service. The fees are based on the Service purchased and not actual usage. Payment obligations are non-refundable.
  3. Provider's Service Level. Provider shall (a) provide basic support for the Service at no additional charge, and (b) use commercially reasonable efforts to make the Service available 24 hours a day,  7 days a week, except for: (i) scheduled downtime, or (ii) any unavailability caused by circumstances beyond Provider's control.
  4. Materials, Software, & Intellectual Property.
    1. Materials. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient's use of the Service.
    2. Intellectual Property in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service. This Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.
    3. Feedback. Provider shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Recipient.
  5. Online Policies.
    1. TOU. Recipient will comply with the TOU. In the event of Recipient's material breach of the TOU, including without limitation any copyright infringement, Provider may suspend or terminate Recipient's access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the TOU requires that Provider take any action against Recipient or any other customer for violating the TOU, but Provider is free to take any such action it sees fit.
    2. Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third party site or service linked to the Service or recommended or referred to through the Service.
  6. Each Party's Representations and Warranties.
    1. Recipient's Representations. Recipient represents: (i) it will be responsible for compliance with this Agreement; (ii) it has accurately identified itself through its Account and will maintain the accuracy of such identification; (iii) it will not make the Service available to unauthorized users; (iv) its use of the Service will comply with applicable laws, rules and regulations and Recipient will not use the Service to prepare estate planning documents in the state of Louisiana; (v) it will not sell, lease, license or sublicense the Service; (vi) not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) not interfere with or disrupt the integrity of performance of the Service or third-party data contained therein; or (vii) it will not attempt to gain unauthorized access to the Service or their related systems or networks.
    2. Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement.
    3. DISCLAIMERS. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 6, THE SERVICE IS PROVIDED "AS IS" AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; (II) PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION; (III) PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL CONFORM TO RECIPIENT'S LEGAL NEEDS AND/OR LAWS, RULES AND REGULATIONS APPLICABLE TO RECIPIENT; AND (IV) PROVIDER IS NOT ACTING AS RECIPIENT'S ATTORNEY OR FIDUCIARY.
  7. Limitation of Liability. IN NO EVENT (A) WILL PROVIDER'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100; AND (B) WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF RECIPIENT'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 7, Provider's liability will be limited to the maximum extent permissible.
  8. Indemnification. Recipient agrees to defend, indemnify and hold Provider, its parent, officers, directors, employees, licensees, assigns, and affiliates harmless from and against all claims, losses, liability, costs and expenses (including reasonable attorneys' fees) arising from your use of the Service.
  9. Confidentiality.
    1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient's Confidential Information shall include Recipient Data; Provider's Confidential Information shall include the Service; and Confidential Information of each party shall include the terms and conditions of this Agreement. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  10. Data Management.
    1. Access, Use, & Legal Compulsion. Unless it receives Recipient's prior written consent, Provider (i) will not access, modify, or use Recipient Data other than as necessary to facilitate the Service; and (ii) will not give any third party access to Recipient Data. Notwithstanding the foregoing, Provider may disclose Recipient Data as required by applicable law or by proper legal or governmental authority. Provider will give Recipient prompt notice of any such legal or governmental demand and reasonably cooperate with Recipient in any effort to seek a protective order or otherwise to contest such required disclosure, at Recipient's expense.
    2. Recipient's Rights. Recipient possesses and retains all right, title, and interest in and to Recipient Data, and Provider's use and possession thereof is solely to provide and maintain the Services.
    3. Retention & Deletion. Provider will retain all Recipient Data until erased pursuant to the Data Policy.
  11. Term & Termination.
    1. Term. This Agreement commences on the date Recipient accepts this Agreement and continues until the Service and the Account  have expired or been terminated or deleted.
    2. Termination for Cause. Either party may terminate this Agreement for material breach by written notice, effective in thirty (30) days, unless the other party first cures such breach and provides notice to the other party.
    3. Effects of Termination. The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Service rendered before termination; (ii) Sections 4 (Materials, Software & Intellectual Property), 5(b) (Privacy Policy), 6(c) (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Confidentiality) of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
  12. Miscellaneous.
    1. Notices. Provider may send notices pursuant to this Agreement to Recipient's contacts listed in Recipient's Account, and such notices will be deemed received two (2) days after they are sent. Recipient may send written notices pursuant to this Agreement to Nolo, c/o Internet Brands, Inc., Attention: General Counsel, 909 N. Sepulveda Blvd., 11th Floor, El Segundo, CA 90245, and such notices will be deemed received two (2) days after they are sent.
    2. Amendment. Provider may amend this Agreement (including the TOU and Privacy Policy) from time to time by posting an amended version at its website. Recipient's continued use of the Service following the effective date of an amendment will confirm Recipient's consent thereto. This Agreement may not be amended in any other way.
    3. Independent Contractors. The parties are independent contractors. Neither party is the agent of the other and neither may bind the other in any way.
    4. No Waiver.  Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
    5. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
    6. Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other's express written consent, except that Provider may assign this Agreement in connection with a sale or merger without the consent of Recipient. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
    7. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the state of California, without reference to its conflict of law rules. The parties irrevocably consent to the personal and exclusive jurisdiction of the federal and state courts located in Los Angeles County, California and the Central District Court of California, respectively.
    8. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    9. Conflicts among Attachments. In the event of any conflict between the terms of this Agreement and those of the TOU and/or Privacy Policy, the terms of this Agreement will govern.
    10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.