Thank you for choosing to use Wills at Work’s (“Company”) Application Programming Interface “interface”. By accessing or using our interface, you “Customer” are agreeing to the terms below (“Terms”). In addition to these Terms, the terms of any other contract Customer has for doing business with Company also apply.
(a) Accepting the Terms. Customer may not use the interface and accept the Terms if (i) Customer is not of legal age or lacks capacity to form a contract with Company, or (ii) Customer is barred from using the interface under the applicable laws of the United States or other countries.
(b) Registration. In order to access the interface, Customer may be required to provide certain information (such as identification or contact details) as part of the registration process for the interface, or as part of Customer’s continued use of the interface. Any registration information Customer gives to Company will always be accurate and up to date and Customer will inform Company promptly of any updates.
(c) Restricted Login. Customer’s interface login credentials (such as passwords and keys) are intended to be used by Customer. Customer will keep its credentials confidential and make reasonable efforts to prevent use of the login credentials other than by Customer.
(a) Subject to these Terms, Company will provide Customer with access to its products through the interface. The products are subject to modification from time to time at Company’s sole discretion, for any purpose deemed appropriate by Company.
(b) Company reserves the right to suspend Customer’s access to the products:
(i) For scheduled or emergency maintenance; or
(ii) In the event Customer is in breach of these Terms and Conditions;
(c) Company may monitor Customer’s use of the interface to ensure quality, improve Company’s products and services, and verify Customer’s compliance with the Terms. Company may suspend Customer’s access to the interface without notice if Company reasonably believes that Customer is in violation of these Terms.
(a) Customer will cooperate with Company in establishing a password or other procedures for verifying that only Customer has access to Customer’s account.
(c) Customer will not create an interface that functions substantially the same as Company’s interface or allow others to do so using Customer’s access to the interface.
(d) Customer will not perform an action with the intent of introducing to Company products and services any viruses, worms, defects, Trojan horses, malware, or any items of destructive nature.
(e) Customer will not use Company’s product to defame, abuse, harass, stalk, or threaten others.
(f) Customer will not interfere with or disrupt the interface or the servers or networks providing the interface.
(g) Customer will not remove, obscure, or alter any Company terms of service or any links to or notices of those terms.
(h) Customer will not transfer, resell, lease, license, assign, sublease, or otherwise make available the interface to third parties.
(a) Customer will be responsible for storing and keeping the Customer’s original documents and files.
(b) Customer will be responsible for maintaining the security of Customer’s account, passwords and files, and will be responsible for all uses of Customer’s account regardless of whether such usage is with or without Customer’s knowledge or consent.
(c) Customer will be solely responsible for all use, whether or not authorized, of the interface, including for the quality and integrity of Customer’s data and application information. Customer will take all reasonable precautions to prevent unauthorized access to or use of the interface and will notify Company promptly of any such unauthorized access or use.
(d) Customer will be responsible for any inaccuracies in Customer’s products resulting from the failure of Customer to properly enter information into the interface. Company will NOT be responsible for any claims or inaccuracies resulting from the failure of Customer to accurately enter information into the interface.
(a) IN NO EVENT WILL COMPANY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE INTERFACE OR ANYTHING PROVIDED IN CONNECTION WITH USE OF THE INTERFACE, ANY DELAY OR INABILITY TO USE THE INTERFACE OR ANYTHING PROVIDED IN CONNECTION WITH USE OF THE INTERFACE OR OTHERWISE ARISING FROM USE OF THE INTERFACE, INCLUDING WITHOUT LIMITATION, UNINTENDED CONSEQUENCES RESULTING FROM THE CUSTOMER’S EXECUTION OF THE COMPANY’S PRODUCTS.
(b) THE TOTAL LIABILITY OF COMPANY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE OF COMPANY’S PRODUCTS PURCHASED FOR OR BY CUSTOMER.
(c) IN ALL CASES, COMPANY WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
(d) COMPANY WILL NOT BE LIABLE FOR ANY LOSSES INCURRED DUE TO FAILURE OF THE INTERNET OR ANY OTHER FORCE MAJEURE.
THE SERVICES AND COMPANY PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THE USE OF THE INTERFACE ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. COMPANYS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND LEGAL COMPLIANCE.
COMPANY MAKES NO WARRANTIES REGARDING THE CONTINUITY OR SYSTEM STABILITY OF ITS INTERFACE.
CUSTOMER ACKNOLWEDGES THAT Company is not a law firm and WILL not perform services performed by an attorney. Company will not review the documents CUSTOMER prepareS for legal sufficiency, draw legal conclusions, provide legal advice, opinions, or recommendations about CUSTOMER’S legal rights, remedies, selection of proper estate plan, strategies, or apply the law to the facts of CUSTOMER’S particular situation. Company, its services, and its forms or templates are not a substitute for the advice or services of an attorney. Customer acknowledges that while Company uses its best efforts to provide helpful legal forms to Customer, Company makes no representations or warranties regarding the legal accuracy or enforceability of the forms Company provides. Company’s products are merely a tool to aid Customer in Customer’s estate planning. Customer understands that Customer is responsible for reading and verifying the final document(s) before signing and agrees to be solely responsible for the final document(s).
Customer recognizes that because Company is not an attorney no attorney client privilege exists between Customer and Company with respect to Customer’s confidential information. By entering into this Agreement, Customer and Company agree to be bound as follows:
Each party understands that the other party will disclose confidential information as a result of Customer’s use of Company’s Interface.
(a) Customer agrees:
(i) Not to divulge to any third person any Proprietary Information of Company including: any information, documents, logos, graphics, sounds and images (the "Materials") are owned by Company. Customer will not use documents Customer purchases from Company or purchased on Customer’s behalf from Company for any reason other than Customer’s personal use.
(ii) Not to copy, reproduce, republish, download, uploaded, post, display, transmit or distribute in any way any information, documents, or materials accessed by Customer through the use of this interface.
(iii) Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the interface or any software, documentation or data related to the products and software (“software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the products or software; use the products or software for timesharing or service bureau purposes or for any purpose other than its own use; or use the products or software other than in accordance with these Terms and in compliance with all applicable laws and regulations.
(b) Company agrees:
(i) Not to disclose Customer’s personal information (“Personal Information”) given to Company for the rendition of products provided by the Company. Personal Information includes but is not limited to: employee contact information (such as name, address, phone number, etc.); financial data (such as bank account information); demographic information; and other legal data (such as social security number, mortgage information, automobile information, marital information, etc.), and the content of Customer’s estate documents including but not limited to the amount and nature of personal and/or real property to be distributed by instrument, the chosen distribution of personal and/or real property, and the names of designees and beneficiaries. Company agrees not to disclose Customer’s personal information.
(ii) To take reasonable steps to ensure that Customer’s personal identification is securely stored on Company’s servers and that its website and interface are reasonably protected against data breaches.
(c) Customer agrees that the foregoing will not apply with respect to any personal information Company receives from Customer if such personal information:
(i) Is or becomes generally available to the public without any action by, or involvement of Company
(ii) Was in its possession or known by the Company prior to receipt from the Customer
(iii) Was rightfully disclosed to Customer by a third party
(d) Nothing in these Terms and Conditions will prevent either party from disclosing confidential information pursuant to any judicial or governmental order, provided that the disclosing party provides reasonable prior notice of such disclosure to the other party to contest such order.
Notwithstanding Section 7 of these Terms, Company may collect demographic Data with respect to Customer’s use of the interface and is entitled to use that Data for any purposes, including selling such Data in the aggregate. Company is also hereby granted the right to use Customer’s data for the purpose of providing and improving the Company’s products and software and for developing and delivering any service or product (including informational products) that may from time to time be offered or developed by Company and for any other legal purpose. Without limiting the generality of the foregoing permitted uses of Customer’s data include, Company may: (i) combine the Customer’s data with the data and information of third parties; (ii) sell and/or sublicense unidentifiable data of the Customer, either in group or in the aggregate, to third parties; and (iii) create derivative works of the Customer’s data to develop products and data streams for marketing and sale to customers of Company.
(a) Except as expressly set forth herein, Company alone will retain all intellectual property rights relating to its products or software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the products and/or the software. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms. Customer’s use of the interface does not give Customer any rights of ownership in or related to the interface or to Company’s products except for the Customer’s right to own and use the products for Customer’s personal use.
(b) Customer hereby agrees that Company can keep Customer’s data for five years after the Customer’s last use of Company’s products. Though Company may keep this data for five years, it is under no obligation to store the data for any length of time.
(a) Costumer will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). Customer will not use the interface to encourage or promote illegal activity or violation of third party or Company’s rights. Customer will not violate any other terms of service with Company (or its affiliates).
(a) If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
(b) Customer’s right to use the interface is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.
(c) Company may transfer and assign any of its rights and obligations under these Terms with written notice to Customer.
(d) ATTORNEYS’ FEES. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
(e) These Terms will be governed by the laws of the State of Arkansas without regard to its conflict of laws provisions.
(f) Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Bentonville, Arkansas, in the English language and the arbitral decision may be enforced in any court. This arbitration provision will survive the termination of the agreement or relationship between Customer and Company.
(g) The Terms are non-exclusive. Customer acknowledges that Company may develop products or services that may compete with the Customer or any other products or services and that Customer may purchase and use products of competitors of Company.