ProbatePlus Terms and Conditions

Terms governing access to and use of the ProbatePlus product.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. BY USING THIS WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT REGISTER FOR OR USE PROBATEPLUS.

These terms and conditions are applicable to and govern your use and access to EstateWorks Systems LLC’s (“EstateWorks”) ProbatePlus product which enables attorneys and legal support personnel (under the supervision of an attorney) to enter information into their company-specific database and generate probate forms that are automatically filled-in with information from the database and information gathered during accompanying probate form interviews, for use in the probate process.

The following are the terms and conditions for access to this web site and use of ProbatePlus. By clicking the ‘I accept’ button on the registration page or by logging in to ProbatePlus through the EstateWorks website, you accept these terms and conditions.

1. Copyright and Trademark Information

This web site, and the information which it contains, is the property of EstateWorks and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "EstateWorks" and "ProbatePlus" are registered trademarks of EstateWorks Systems LLC., under the applicable laws of the United States and/or other countries. Other EstateWorks product or service names or logos appearing in the www.estateworks.com and/or www.probateplus.com websites are either trademarks or registered trademarks of EstateWorks and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of EstateWorks’ trademark or other intellectual property rights concerning that name or logo.

2. Acknowledgements

Subject in each case to the terms listed in the remainder of this Agreement, you hereby acknowledge and agree that:

PROBATEPLUS IS INTENDED FOR USE BY ATTORNEYS AND OTHER LEGAL PROFESSIONALS AND LEGAL SUPPORT STAFF UNDER THE DIRECT SUPERVISION OF AN ATTORNEY. Use of ProbatePlus by any other person for legal or other purposes is strictly prohibited.

Your use of ProbatePlus is limited to using it to produce materials in advising clients with respect to their individual circumstances. You shall not provide materials to clients whom you believe may commercially distribute the materials, and shall inform any client likely to consider doing so that the materials provided by you using ProbatePlus are subject to copyright and may not be commercially distributed. You may not share your password and access to ProbatePlus with your clients.

LAWYERS SHOULD USE PROBATEPLUS AS A RESOURCE, NOT AS A SUBSTITUTE FOR THEIR PROFESSIONAL JUDGMENT OR FAMILIARITY WITH PROBATE LAW. Lawyers using ProbatePlus should consult statutes, cases, and other primary materials before advising the client. LAWYERS USING PROBATEPLUS, OR SUPERVISING ITS USE BY OTHER LEGAL PROFESSIONALS OR SUPPORT PERSONNEL REMAIN SOLELY RESPONSIBLE FOR ANY LEGAL ADVICE RENDERED TO THEIR CLIENTS AND HEREBY SPECIFICALLY RELEASE ESTATEWORKS FOR ALL LIABILITY FOR ANY ERRORS OR OMISSIONS THAT MIGHT OCCUR.

3. Products and Support

ProbatePlus is provided subject to these Terms and Conditions of Use, as they may be amended by EstateWorks, and any guidelines, rules or operating policies that EstateWorks may establish and post on the www.estateworks.com and/or www.probateplus.com web sites from time to time (collectively, the "Agreement"), including without limitation EstateWorks’ ProbatePlus Privacy Policy. By posting updated versions of the Agreement on the www.estateworks.com and/or www.probateplus.com websites, or otherwise providing notice to you, EstateWorks may modify the terms of the Agreement and may discontinue or revise any or all other aspects of ProbatePlus in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of the revised Agreement at the www.probateplus.com website. If you are registering for ProbatePlus in your capacity as an employee, you must have the ability to bind your employer by your use of ProbatePlus. Each user of ProbatePlus must be registered through the registration form on the www.probateplus.com web site or via communication with support@estateworks.com in order to use ProbatePlus. You shall provide true, accurate, current, and complete information about yourself and each authorized user as requested in the registration form.

3.1 Access to ProbatePlus

EstateWorks shall use commercially reasonable efforts to ensure that ProbatePlus is accessible on a 24 hour, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and system outages. ProbatePlus is not guaranteed to be accessible or serviceable at all times or to be uninterrupted. However it is expected that the monthly availability of ProbatePlus will be at least 99.7%, excluding scheduled maintenance. EstateWorks shall not engage in any activity that may result in ProbatePlus being unavailable to you (including maintenance, upgrades, replacement of hardware or software) between the times of 8 am to 10 pm Eastern Time.

3.2 Current Materials

EstateWorks will use commercially reasonable efforts to ensure that all content and forms accessible via ProbatePlus are the most current versions available from the applicable states.

3.3 No Viruses or Disabling Codes

EstateWorks shall not knowingly or intentionally transmit any viruses, worms, time bombs, cancelbots, or other computer programming routines or devises that may damage, destroy, disrupt or disable the operation of your computers or networks or expropriate any data or information not owned or controlled by EstateWorks.

4. Fees and Payment

4.1 Fees

ProbatePlus is a subscription based product for which EstateWorks charges in advance an annual subscription fee for access to ProbatePlus for up to five identified users (each, a “User”). The Users will be provided with access to ProbatePlus for the subscription term upon payment of the Invoice sent to you by EstateWorks and completion of the registration process.

4.2 Payment

Payment for ProbatePlus will be made by a valid credit card accepted by EstateWorks or by check. Fees are payable in U.S. dollars. Amounts paid for ProbatePlus are not refundable unless otherwise provided herein.

4.3 Term, Automatic Renewal

The term of your subscription is for a one year period and will renew automatically for successive one year periods (each requiring payment of an additional subscription fee) unless either party gives the other party notice of its intention not to renew no less than 30 days prior to the expiration of the then current subscription term. At the end of your subscription term, EstateWorks will attempt to notify you via email that the subscription term is ending and that your access to ProbatePlus will be disabled at the end of the term unless and until payment is received for a renewal subscription term.

5. Restrictions and Responsibilities

5.1 No Rights in Software

This is a subscription Agreement which permits you access to ProbatePlus through the EstateWorks web site and to the forms available through ProbatePlus, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through ProbatePlus or any software, documentation, or data related to ProbatePlus ("Software"); remove any proprietary notices or labels from ProbatePlus or any Software, modify, translate, or create derivative works based on ProbatePlus or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to ProbatePlus or any Software.

You may not display, copy, reproduce, or distribute ProbatePlus, any component thereof, any documentation provided in connection with ProbatePlus or the Software, or any content distributed to you by EstateWorks in connection with ProbatePlus. Violation of these restrictions may result in the termination of this Agreement.

EstateWorks’ copyright extends to materials produced using ProbatePlus. Accordingly any materials produced using ProbatePlus may be copied and distributed only as expressly permitted under this Agreement or as otherwise agreed in writing by EstateWorks. EstateWorks acknowledges that it has no copyright or other intellectual property right in any data added or inputted by an authorized User of ProbatePlus.

5.2 Permitted Use of ProbatePlus

The Products shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use ProbatePlus or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using ProbatePlus in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or ProbatePlus, then you hereby covenant that, prior to engaging in such activities, you will first request that EstateWorks perform such work at its standard professional services rates. EstateWorks can then decide either: (i) to perform the work in order to achieve such interoperability and charge its then standard rates for such work to you; or (ii) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability or (iii) provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.

5.3 Compliance with Laws; Monitoring

You shall use ProbatePlus only in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to privacy). Although EstateWorks has no obligation to monitor your use of ProbatePlus, EstateWorks may do so and may disable your access should it determine that your use of ProbatePlus violates this Agreement.

5.4 Indemnification

You hereby agree to defend, indemnify and hold harmless EstateWorks and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach by you of this Agreement, (ii) arises from your provision of legal services, or (iii) otherwise arises from or relates to your use of ProbatePlus. In addition, you acknowledge and agree that EstateWorks has the right to seek damages when you use ProbatePlus for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.

5.5 Your Information

In registering for and using ProbatePlus, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to EstateWorks. EstateWorks may use this information and any technical information about your use of ProbatePlus to tailor its presentations to you, facilitate your movement through the Product, or communicate separately with you. If you accessed ProbatePlus as a result of solicitation by a marketing partner of EstateWorks, EstateWorks may share your information with the marketing partner and the marketing partner may share related information with EstateWorks. EstateWorks does not sell personal information. EstateWorks' collection, use and disclosure of personal information in connection with the ProbatePlus website, registration and administration of your account is governed by the ProbatePlus Privacy Policy. In the event EstateWorks amends or revises the policy described in the immediately preceding sentence, it will provide advance notice of such amendment or revision.

5.6 Your Data

EstateWorks will treat the data that you input into ProbatePlus (the “Data”) as your confidential information and shall protect the confidentiality of the Data using efforts no less than the same or similar efforts it uses to protect its own confidential information, but in no event will EstateWorks use efforts that are less than reasonable for information of similar type, and shall not disclose the Data to any third party except as authorized by you in writing and shall use it for the sole purpose of providing you access to ProbatePlus and allowing you to use ProbatePlus as permitted under this Agreement. In the event that EstateWorks is required by applicable law, rule or regulation, or pursuant to the order of any court or governmental authority of competent jurisdiction, to disclose your Data, EstateWorks will use commercially reasonable efforts to (i) provide you with at least ten (10) days advance written notice of such disclosure; and (ii) limit such disclosure to the extent allowable by law.

6. Termination

You may terminate this Agreement at any time by providing EstateWorks with thirty days (30) advance written notice of termination. There are no refunds for any fees paid in the event that you voluntarily terminate this Agreement.

EstateWorks may terminate this Agreement or ProbatePlus, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. EstateWorks shall have no liability to you or any third party because of such termination or action, except that, in the event that EstateWorks terminates your account without cause, EstateWorks will refund to you an amount equal to the pro rata subscription fee for the remaining number of days on your subscription term. For all other terminations, there will be no refund of the subscription fee.

EstateWorks will not delete any of your archived data for at least sixty (60) days after the date of termination. At the expiration of such sixty (60) day period, EstateWorks may destroy or purge your data from its archives, computers, servers or other equipment. Notwithstanding the foregoing, provided request is made by you before thirty (30) days after the effective date of termination of your subscription, EstateWorks shall export to you all of your data in EstateWorks’ possession in a form and format that is reasonably useful and accessible to you in exchange for payment of EstateWorks fees for export services as are then in effect. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

7. Warranty Disclaimer; Remedies

USE OF PROBATEPLUS AND ANY RELIANCE BY YOU UPON PROBATEPLUS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT ESTATEWORKS DOES NOT PRACTICE LAW OR PROVIDE LEGAL ADVICE, AND IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. YOU ACKNOWLEDGE THAT LAWS VARY FROM STATE TO STATE AND CHANGE OVER TIME AND THAT YOU ARE ULTIMATELY RESPONSIBLE FOR MAINTAINING YOUR KNOWLEDGE REGARDING APPLICABLE LAW. YOU ACKNOWLEDGE THAT PROBATEPLUS MAY NOT ADDDRESS ALL ISSUES ARISING IN A PARTICULAR SITUATION AND MAY NOT REFLECT ALL APPLICABLE LAWS IN YOUR JURISDICTION. ESTATEWORKS DOES NOT WARRANT THAT PROBATEPLUS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PROBATEPLUS. PROBATEPLUS IS PROVIDED "AS IS" AND ESTATEWORKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of ProbatePlus shall be for EstateWorks to use commercially reasonable efforts to adjust or repair ProbatePlus.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ESTATEWORKS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "ESTATEWORKS") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ESTATEWORKS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, ESTATEWORKS IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF ESTATEWORKS TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR PROBATEPLUS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY ESTATEWORKS TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

9. Links to Third-Party Web Sites

This website may contain links to non-EstateWorks web sites. These links are provided to you as a convenience, and EstateWorks is not responsible for the content of any linked web site. Any non-EstateWorks web site accessed from this web site is independent from EstateWorks, and EstateWorks has no control over the content of that web site. In addition, a link to any non-EstateWorks web site does not imply that EstateWorks endorses or accepts any responsibility for the content or use of such web site.

10. Username and Password

You and your authorized Users are responsible for maintaining the security of their accounts, passwords, and files. EstateWorks will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents their username and password or similar credentials on-line, by e-mail or by phone. EstateWorks has no knowledge of your organizational structure, if you are registering for ProbatePlus as an entity, or your personal relationships, if you are a person. EstateWorks shall not be responsible for the actions of any individuals who misuse or misappropriate your Data or other assets using your username and password.

11. Miscellaneous

11.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.2 EstateWorks and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein

No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

11.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind EstateWorks in any respect whatsoever.

11.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

11.5 The Agreement shall be governed by the laws of the State of Florida, USA without regard to its choice or law or conflict of laws provisions.

11.6 You are responsible for all taxes payable in connection with your subscription to ProbatePlus other than taxes on EstateWorks’ income.

Additional Information

Questions regarding this Statement or the practices of this Site should be directed to EstateWorks by e-mailing such questions to info@estateworks.com.