WealthCounsel Agreement & Policies

 

1.    General. The software, documentation and any fonts accompanying this Agreement whether on disk, in read only memory on any other media or in any other form (collectively the “Software”) are licensed, not sold, to you by WealthCounsel, LLC® (“WealthCounsel”) for use only under the terms of this Agreement, and WealthCounsel reserves all rights not expressly granted to you. The Software is licensed as a site license for a one-time member initiation fee and monthly maintenance and support dues renewable on an annual basis. Initial members must commit to one year membership or 12 monthly payments. A site license is comprised of one law firm at one office location with all attorneys covered under the same firm malpractice insurance policy. Each attorney must be listed as a firm partner, associate, or employee in the member profile at the one office location of record. (Of-counsel relationships are not considered to be the same law firm even if located in the same offices). Separate satellite office(s) of the same firm will incur additional monthly dues but are not required to pay separate membership initiation fees. A home office computer or laptop computer for the same attorney and firm are not considered separate satellite office(s) and additional monthly dues are not required. (Upon request, a copy of firm’s malpractice policy page listing firm members will be provided to WealthCounsel). The rights granted herein are limited to WealthCounsel’s intellectual property rights in the Software and do not include any other patents or intellectual property rights. You own the media on which the Software is recorded but WealthCounsel retains ownership of the Software itself. You assume sole responsibility for the installation, use and results obtained from use of the Software. 

Fees also include access to the WealthCounsel Knowledge Base, an online file storage area containing numerous and helpful resources for alternative language, PowerPoint presentations, legal research links as well as all regular software updates. WealthCounsel may, in its sole discretion, advise you of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, “Enhancements”). Each such Enhancement to the Software provided shall also be governed by the terms of this Agreement, unless such Enhancement is accompanied by a separate license, in which case the terms of that license will govern. 

2.    Criteria for WealthCounsel Membership. WealthCounsel members and Licensees must be licensed or authorized to practice law as defined by the disciplinary rules of the state bar association or other licensing authority of their state and actively engaged in the practice of law. WealthCounsel members and Licensees must agree to use the Software to draft legal documents in the course of the practice of law, and will not use the Software to engage in or assist any other individual or entity to engage in the unauthorized practice of law. 

3.    Permitted Uses. The Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright or materials you are authorized or legally permitted to reproduce. You may make one copy of the Software in machine-readable form for backup purposes only for the computer on which the Software is installed. The Software is protected by copyright law. As an express condition of this Agreement, you must reproduce on the backup copy all copyright and other proprietary notices or legends contained on the original copy supplied to you by WealthCounsel. 

4.    Restrictions and Transfer. The Software contains trade secrets. You may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human readable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF. 

5.    Protection and Security. You agree to use your best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. You acknowledge that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying is harmful to WealthCounsel. 

6.    Termination. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from WealthCounsel if you fail to comply with any of the terms of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial, of the Software. 

7.    Limited Warranty and Maintenance. WealthCounsel provides a 30 day refund policy (the “Warranty Period”). Should you decide to return the Software within 30 days, WealthCounsel will give a full refund of initial membership fee and any monthly maintenance fees paid before returning the Software, also any obligation for future monthly payments would be cancelled. This is conditioned on a return of the Software and the acknowledgment of the WealthDocs™ copyright 2000-2008 for which all rights are reserved and no part of the Software may be reproduced or used in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information or retrieval system. The monthly maintenance fees include unlimited technical Software support by toll free telephone or email support. 

You agree that the foregoing maintenance and refund policy constitutes your sole and exclusive remedy for breach by WealthCounsel of any warranties made under this Agreement. This warranty (the maintenance and refund policy) does not cover any Software that has been altered or changed in any way by anyone other than WealthCounsel. WealthCounsel is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by WealthCounsel. No oral or written information or advice given by WealthCounsel or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty. 

8.    Disclaimer of Warranties. THE WARRANTY AND REMEDY PROVIDED IN PARAGRAPH 6 ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. WEALTHCOUNSEL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WEALTHCOUNSEL OR A WEALTHCOUNSEL AUTHORIZED REPRESENTATIVE SHALL CREATE ANY WARRANTY SHOULD THE SOFTWARE PROVE DEFECTIVE. 

9.    Limitation of Liability. IN NO EVENT SHALL WEALTHCOUNSEL, OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WEALTHCOUNSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WEALTHCOUNSEL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT YOU ORIGINALLY PAID TO WEALTHCOUNSEL FOR THE LICENSE OF THE SOFTWARE. 

10.    Controlling Law and Severability. This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 

11.    Complete Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by WealthCounsel. 

12.    Promissory Note. Applicant agrees to pay the required minimum annual dues plus initiation fee as described and checked on page two of this application. If membership is terminated before full initiation fee, annual dues, and applicable taxes and interest are paid, any outstanding balance thereof become immediately due and collectible by the holder of this note. If this note is placed in the hands of an attorney or other third party for collection, I promise and agree to pay the holder’s reasonable attorney fees and/or collection costs, even though no suit or action is filed. If a suit or action is filed, the amount of such reasonable attorney fees shall be fixed by the courts in which the suit or action, including any appeal, is tried, heard or decided.  

13.    Acknowledgment. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. You further acknowledge that you: 

(i) are an active member of the bar in good standing engaged in the practice of law, as defined by the disciplinary rules of applicant's state; 

(ii) understand the initial monthly fee commitment; 

(iii) will only use the Software at one office location for one law firm; 

(iv) will only use the Software to draft documents in the ordinary course of the practice of law for the benefit of the law firm's clients; 

(v) will not use the Software to engage in or assist any other individual or entity to engage in the unauthorized practice of law; 

(vi) will not transfer the Software to any other individual or entity; and
 
(vii) will not use the Software to create or assist in the creation of any documents for any other individual or entity that is not also a WealthCounsel member.