Legal Forms License Agreement

When you purchase Stevens-Ness and Washington Legal Blank legal forms, you accept our License Agreement governing your use of the forms. Please read the License Agreement below to understand your obligations.

This Agreement will have an Effective Date as of the date you click the "Accept" button below indicating your acceptance of the following terms and conditions; and this Agreement is by and between you (LICENSEE) and Stevens-Ness Law Publishing Co. (STEVENS-NESS), an Oregon corporation with the mailing address 6312 SW Capitol Hwy. #210, Portland, Oregon 97239.

RECITALS
A. STEVENS-NESS owns proprietary and exclusive rights in a variety of legal forms ("the Forms"), and an electronic system ("the System") for presenting and selling those forms via computer networks, including the Internet. The Forms and the System are marketed under the trademark/service mark STEVENS-NESS™, and various features of the Forms and the System are protected by U.S. and foreign copyright law, trademark law, and trade secret laws.

B. LICENSEE desires a non-exclusive license to use one or more of the Forms for their intended use in being completed and used in a legal proceeding.

IT IS AGREED AS FOLLOWS:

1. LICENSE GRANT

(a) One-Time-Use Forms: STEVENS-NESS hereby grants to LICENSEE a non-exclusive license to make a single use of each one-time-use Form that LICENSEE purchases, and to do so within 24 hours of purchase. LICENSEE shall not (1) reproduce the blank, uncompleted Form(s), or (2) distribute copies of the blank, uncompleted Form(s) to any third party; however, LICENSEE may make copies of the printed and completed, filled-in Form(s).

(b) Subscription Forms: When LICENSEE purchases a 90-, 180- or 365-day subscription, STEVENS-NESS hereby grants to LICENSEE a non-exclusive license to use the Form(s) as needed until the end of the purchased subscription period. LICENSEE shall not distribute copies of the blank, uncompleted Form(s) to any third party; however, LICENSEE may make copies of the printed and completed, filled-in Form(s).

2. TERM
Except for those rights granted to LICENSEE, STEVENS-NESS shall retain all right, title and interest in and to the Forms and the System including all intellectual property rights thereto.

3. TERMINATION
In the event that LICENSEE defaults or breaches any of the provisions of this Agreement or fails to account for or pay to STEVENS-NESS any monies due or fails to perform any required obligations, STEVENS-NESS shall have the right to immediately terminate this Agreement. Upon termination, LICENSEE shall immediately stop using the Form(s) and will immediately return to STEVENS-NESS any and all copies of the Form(s) in its possession. Because of the unique nature of STEVENS-NESS's business and products, LICENSEE understands and agrees that STEVENS-NESS will suffer irreparable harm in the event that LICENSEE fails to comply with any of its obligations under this section and that monetary damages will be inadequate to compensate STEVENS-NESS for such breach. Accordingly, LICENSEE agrees that STEVENS-NESS will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement. A one-and-one-half (1.5) percent interest rate compounded monthly will be charged to LICENSEE for all monies owed by LICENSEE to STEVENS-NESS and outstanding for more than thirty (30) days.

4. WARRANTY DISCLAIMER
STEVENS-NESS PROVIDES THE FORMS ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. STEVENS-NESS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT.

5. MISCELLANEOUS
5.1. NO TRANSFER OF RIGHTS. LICENSEE shall not transfer all or any portion of LICENSEE's rights or obligations under this Agreement without the prior written consent of STEVENS-NESS. The prohibition on transferring includes prohibition of assigning, delegating, sub-licensing, leasing or otherwise conveying. Any attempted transfer without such consent shall be void, and shall constitute a breach of this Agreement.

5.2. NO WAIVER. No waiver of any right, obligation, or default shall be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right, obligation, or default.

5.3. ENTIRE AGREEMENT. This Agreement constitutes the full and entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and Agreements, whether written or oral, between the parties with respect to the subject matter. This Agreement has been entered into only based upon the representations and warranties which are set forth in this Agreement. This Agreement supersedes any and all verbal understandings between the parties. This Agreement may not be altered, amended, or modified except by the written Agreement of all parties hereto.

5.4. GOVERNING LAW; PERSONAL JURISDICTION. This Agreement shall be construed and enforced in accordance with the internal laws (and not the laws of conflicts) of the State of Oregon, except to the extent that the federal laws are applicable to the provisions herein. If any dispute arises in connection with this Agreement, LICENSEE consents to jurisdiction and venue of all state and federal courts in Oregon.

5.5. HOLD HARMLESS. LICENSEE hereby indemnifies and holds harmless from and against any and all claims, losses, damages, obligations, liabilities, and reasonable costs and expenses incurred in connection therewith (including reasonable attorney fees incurred at trial and on appeal, and in administrative proceedings, including bankruptcy), sustained or incurred by STEVENS-NESS by reason of or arising out of (a) the use of the Form(s) or the System by LICENSEE; or (b) injuries to or death of persons, or damage to or destruction of property which may result, directly or indirectly, from the utilization of the Form(s) or the System at any time.

5.6. LIMITATION ON LICENSEE REMEDIES. STEVENS-NESS shall not be liable under any theory, whether a tort, contract, or otherwise, for damages, whether general, special, direct, indirect, incidental, consequential or otherwise, for any breach of this Agreement, or for any other act or omission of STEVENS-NESS related to this Agreement, in an amount in excess of the License Fee indicated above.

5.7. SEVERABILITY. If any part of this Agreement is determined to be wholly or partially unenforceable, the balance of the Agreement will not be affected and shall remain enforceable.

5.8. AMENDMENTS. Any amendments or modifications to this Agreement can and will be made only by written addendum, agreed to by all parties.