Table of Contents
Plainly Legal™ Software Subscription Agreement
Effective as of October 30, 2023
The following Subscription Agreement (the “Agreement”) is entered into by and between you (“You” or “the User”) and Your Online Genius LLC (“Company”, “we”, or “us”) (the User and the Company are collectively the “Parties”).
THIS SOFTWARE IS OFFERED PURSUANT TO TEXAS GOVERNMENT CODE § 81.101, WHICH EXPRESSLY PROVIDES THAT THE DESIGN, CREATION, PUBLICATION, DISTRIBUTION, DISPLAY, OR SALE OF SOFTWARE WILL NOT CONSTITUTE THE “PRACTICE OF LAW” UNDER TEXAS LAW. PLAINLY LEGAL™ IS NOT A SUBSTITUTE FOR THE ADVICE OF A LICENSED ATTORNEY. YOUR ONLINE GENIUS LLC IS NOT A LAW FIRM AND CANNOT PROVIDE LEGAL ADVICE. USING PLAINLY LEGAL™ DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND YOUR ONLINE GENIUS LLC.
The Company has created a product called Plainly Legal™ (“the Software”). The Software operates as a software as a service (“SaaS”) product, which registered users access via the internet.
The Software shall collectively include the computer programs in object code form and any updates, enhancements, modifications, revisions, additions, replacements, or conversions thereof and the object code installed by the Company on cloud servers (collectively, the “Programs”), and any related documentation (the “Documentation”).
The Software provides online business owners with do-it-yourself legal solutions. The features available in the Software will change over time, and the features that any particular user may access will be defined by their subscription level.
INCORPORATION OF OTHER AGREEMENTS
SUBSCRIPTION TERM & RENEWAL
You are purchasing an annual license that entitles You and/or Your business to unlimited use of all publicly available features of the software. You shall make annual payments of $600 (the “Annual Rate”), with the first payment due immediately. Your subscription shall automatically renew annually at the Annual Rate on the anniversary of the date of your initial purchase. You hereby authorize the Company to charge your credit card or debit card automatically for those payments.
Should you ever cancel your subscription or have your subscription terminated for failure to pay, you will lose access to the Annual Rate and will have to re-subscribe at the then-prevailing subscription price.
The Software is offered on an ongoing basis as part of Your subscription. You may cancel Your Subscription at any time by following the instructions inside the Software or by emailing [email protected].
Your subscription shall continue until the end of the existing subscription period and shall terminate at the completion of that period. You shall not be charged after a cancellation.
All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.
To the extent You are in a jurisdiction that has a legal cooling-off period, You recognize that accessing the Software will forfeit any rights You might have under that cooling-off period.
LICENSE AND GRANT OF RIGHTS
Subject to the terms and conditions set forth herein, the Company hereby grants to the User, and the User accepts, a limited, non-transferable, and non-exclusive worldwide license to use the Software.
Subject to the terms and conditions set forth herein, the Company hereby grants to the User, and the User accepts, a limited, non-transferable, and non-exclusive worldwide license to use the documents, policies, agreements, and other materials created by the User’s use of the Software.
The User shall use the Software solely for his or her own business purposes and shall not use the Software to process information for any entity other than the User’s. To be clear, You are not permitted to use the Software to create documents for, or obtain information on behalf of, your clients.
The Company retains ownership of the Software, and nothing in this agreement will be construed as granting You anything beyond the licenses granted in this section of the Agreement.
AGREEMENT REGARDING APPROPRIATE USE
THE USER’S WARRANTIES REGARDING COMPETING PRODUCTS
The User represents and warrants that he or she does not currently plan to offer, create, promote, or sell any product that competes with the Software. Further, the User agrees not to use anything he or she learns as a result of using the Software to create a competing product or service for two years after the User’s subscription ends.
TERM & TERMINATION
This Agreement shall commence as of the date the User purchases a subscription to the Software and shall continue thereafter until the completion of the User’s subscription unless sooner terminated for cause as set forth herein.
Either Party may terminate this Agreement for cause, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party:
- materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach;
- becomes insolvent or admits its inability to pay its debts generally as they become due;
- becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing;
- is dissolved or liquidated or takes any corporate action for such purpose;
- makes a general assignment for the benefit of creditors; or
- has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
DISCLAIMER OF WARRANTY
THE COMPANY EXPRESSLY DISCLAIMS, AND THE USER HEREBY EXPRESSLY WAIVES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SOFTWARE WILL MEET THE USER’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE, IF ANY, WILL BE CORRECTED. THE COMPANY’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF THE COMPANY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY OF THE SOFTWARE OR RELATED SERVICES. EXCEPT FOR THE WARRANTY AS TO OWNERSHIP, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH THE USER.
LIMITATION OF LIABILITY
THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE AGGREGATE LIABILITY OF THE COMPANY FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM, INCLUDING, WITHOUT LIMITATION, THE COMPANY’S OBLIGATION TO INDEMNIFY AND HOLD HARMLESS UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO THE COMPANY BY THE USER HEREUNDER FOR THE SPECIFIC PORTION OF SOFTWARE GIVING RISE TO SUCH CAUSE OF ACTION OR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
CHOICE OF LAW, CHOICE OF FORUM, AND FEE-SHIFTING
The parties agree that this Agreement shall be construed under the laws of the State of Texas regardless of any choice of law rules.
Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through individual, non-class arbitration to be held in Austin, Texas under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Should either party to this Agreement initiate any action against the other, the substantially prevailing party (considering the relief sought and the relief achieved) shall be awarded reasonable attorney’s fees incurred in connection with such enforcement.
The Parties further agree:
- Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
- Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Assignment. Neither Party may assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void.
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
- Force Majeure. Neither Party shall be liable or responsible to the other, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of that Party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. If the event in question continues for a continuous period in excess of 15 days, the other Party shall be entitled to give notice in writing to the other to terminate this Agreement.