Last Updated: March 24, 2011

Introduction; Your Agreement to these Terms of Service.

Welcome to the ContractExpress.com (“ContractExpress”) web site (the “ContractExpress Site”) owned and operated by Business Integrity, Inc. (“Business Integrity”). The ContractExpress Site provides professionals with information and tools to enable them to more effectively prepare certain legal documents. Although the ContractExpress Site prepares legal documents, it is not a substitute for the advice of an attorney licensed to practice law in your area and familiar with your personal situation. Transmission of the materials and information contained on the ContractExpress Site is not intended to create, and the receipt thereof does not constitute the formation of, an attorney-client relationship. Because the law changes frequently, and differs from jurisdiction to jurisdiction, the information contained on the ContractExpress Site may not reflect the most current legal developments, and Business Integrity does not promise or guarantee that information found on the site is correct or complete. Please take all steps necessary to ascertain that any information you find on the ContractExpress Site is accurate. Business Integrity IS NOT A LAW FIRM, AND NOTHING ON THE Site should be construed as an attempt to offer or render a LEGAL opinion or otherwise engage in the practice of LAW.

THESE TERMS GOVERN THE THIRTY (30) DAY FREE TRIAL USE OF THE CONTRACTEXPRESS SITE PROVIDED TO YOU BY BUSINESS INTEGRITY. IN THE EVENT YOU CHOOSE TO SUBSCRIBE TO THE CONTRACTEXPRESS SERVICES AFTER THE THIRTY (30) DAY TRIAL PERIOD, THESE TERMS OF SERVICE SHALL CONTINUE IN EFFECT AND YOU WILL BE REQUIRED TO PAY THE APPLICABLE SUBSCRIPTION FEE FOR THE SERVICES.

The following Terms of Service for the ContractExpress Site is a legal contract between you, either an individual subscriber, member, or user of at least 18 years of age (“You”), and Business Integrity regarding your use of the ContractExpress Site.  Visitors and users of the ContractExpress Site are referred to individually as “User” and collectively as “Users”.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE.  BY INDICATING ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU ARE A LICENSED ATTORNEY OR ARE ACTING UNDER THE AUTHORITY AND SUPERVISION OF A LICENSED ATTORNEY AND HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOU AND/OR YOUR COMPANY AND/OR EMPLOYER, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING any ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).  IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND DO NOT USE THE SITE OR SERVICE.

1.         Eligibility. the ContractExpress Site IS not available to persons under the age of 18; persons who have been suspended from the site; TO PERSONS OTHER THAN LICENSED ATTORNEYS OR PERSONS ACTING ON THE AUTHORITY OF AND UNDER THE SUPERVISION OF A LICENSED ATTORNEY, or to ANYONE WHO IS a COMPETiTOR of BUSINESS INTEGRITY OR ACTING ON BEHALF OF SUCH COMPETITOR  By clicking the "Accept" button or by otherwise using the ContractExpress Site, You represent that You are at least 18 years of age, have not been previously suspended or removed from the ContractExpress Site by Business Integrity, are a licensed attorney or acting on the authority of and under the supervision of a licensed attorney, and are not a competitor or Business Integrity or acting on behalf of such competitor.

2.         Privacy Notice, Personal Information and Confidential Information.  Your privacy is important to Business Integrity.  Business Integrity’s Privacy Notice is hereby incorporated into these Terms by reference.  Please read this notice carefully for information relating to Business Integrity’s collection, use, and disclosure of your personal information.   As a part of using the ContractExpress Site, You may elect to transmit to ContractExpress or place on the ContractExpress Site confidential information belonging to You or to others for whom You may hold such information, and which information could include information held subject to the Attorney-Client privilege. Although Business Integrity takes all reasonable precautions with respect to safeguarding all information placed on the ContractExpress Site, Business Integrity cannot accept liability for any loss of such information or breach of Attorney Client privilege other than as may result from Business Integrity’s direct and intentional disclosure of such information.

3.         Individual Features and Services.  When using the ContractExpress Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time, including any End User License Agreements (the “Guidelines”).  All such Guidelines are hereby incorporated by reference into these Terms.

4.         Modification of these Terms.  Business Integrity reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time.  Please check these Terms and any Guidelines periodically for changes.  Your continued use of the ContractExpress Site after the posting of changes constitutes your binding acceptance of such changes.  For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the ContractExpress Site.

5.         Software and Content Downloads.  Business Integrity and its licensors may make certain software and other content available to You for download (for a fee or otherwise) from the ContractExpress Site.  All such software or other content that You download shall be subject to the terms and conditions included with such software or content or otherwise presented to You at the time of download.

6.         Digital Millennium Copyright Act.  It is Business Integrity’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act.  For more information, please go to Business Integrity’s DMCA Notification Guidelines.  Business Integrity will promptly terminate without notice your access to the ContractExpress Site if You are determined by Business Integrity to be a “repeat infringer.” 

7.         Use of Service.

7.1                 Business Integrity hereby grants You permission to download, view, copy and print the forms provided on the ContractExpress Site on any single, stand-along computer solely for your personal, informational, and non-commercial use. Except as otherwise expressly provided herein, You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the forms in any manner, except for modification in filling out the forms for your authorized use. You are responsible for any content that You post or transmit using any service on the ContractExpress Site that allows interaction or dissemination of information. You are at all times responsible for honoring the rights of others, including but not limited to, intellectual property rights. YOU AGREE THAT ANY MATERIALS YOU OBTAIN ON THE CONTRACTEXPRESS SITE ARE FOR YOUR PERSONAL OR BUSINESS USE ONLY, AND MAY NOT BE SOLD OR REDISTRIBUTED WITHOUT THE EXPRESS WRITTEN CONSENT OF BUSINESS INTEGRITY, WHICH CONSENT MAY BE WITHHELD IN BUSINESS INTEGRITY’S SOLE DISCRETION.

7.2                 By use of the ContractExpress Site you represent you have either (a) full ownership of all the rights necessary to place copyright materials on the ContractExpress Site, or (b) have obtained from the owner thereof all necessary rights.

7.3                 If, and to the extent that you place any information subject to Attorney-Client privilege on the ContractExpress Site you represent that you have the authority to do so and understand the consequences thereof. 

8.         Prohibited Conduct. BY USING THE ContractExpress Site YOU AGREE not TO:

8.1                 use the ContractExpress Site for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the ContractExpress Site as such services are offered by Business Integrity;

8.2                 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 12, below);

8.3                 post, upload, or distribute any defamatory, libelous, or inaccurate content;

8.4                 post, upload, or distribute any content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

8.5                 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the ContractExpress Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the ContractExpress Site, or perform any other similar fraudulent activity;

8.6                 delete the copyright or other proprietary rights on the ContractExpress Site;

8.7                 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the ContractExpress Site.  This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

8.8                 use the ContractExpress Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

8.9                 defame, harass, abuse, threaten or defraud Users of the ContractExpress Site, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the ContractExpress Site for any commercial use, it being understood that the ContractExpress Site is for personal, non-commercial use only;

8.10             use the ContractExpress Site if You are under the age of 18 years old;

8.11             remove, circumvent, disable, damage or otherwise interfere with security-related features of the ContractExpress Site, features that prevent or restrict use or copying of any content accessible through the ContractExpress Site, or features that enforce limitations on the use of the ContractExpress Site;

8.12             reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the ContractExpress Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.13             modify, adapt, translate or create derivative works based upon the ContractExpress Site or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or

8.14             intentionally interfere with or damage operation of the ContractExpress Site or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

9.         Account. You must register for an account with Business Integrity in order to use the services provided on the ContractExpress Site.  You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and You agree to accept responsibility for all activities that occur under your account or password.  You agree that the information You provide to Business Integrity on registration and at all other times will be true, accurate, current, and complete.  You also agree that You will ensure that this information is kept accurate and up-to-date at all times.  If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Business Integrity.  You may be liable for the losses incurred by Business Integrity or others due to any unauthorized use of your ContractExpress Site account.

10.     Third-Party Sites, Products and Services; Links.  The ContractExpress Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”).  Business Integrity does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites.  In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the ContractExpress Site are solely between You and such advertiser.  Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

11.     Term; Termination; Terms of Service Violations. 

11.1             Term. These Terms govern the thirty (30) day free-trial period provided to You by Business Integrity.  You may use the services on the ContractExpress Site in accordance with these Terms for a period of thirty (30) days from the date You click the "Accept" button below. 

11.2             Termination by Business Integrity. You agree that Business Integrity, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Business Integrity or your use of the ContractExpress Site and remove and discard all or any part of your account at any time.  Business Integrity may also in its sole discretion and at any time discontinue providing access to the ContractExpress Site, or any part thereof, with or without notice.  You agree that any termination of your access to the ContractExpress Site or any account You may have or portion thereof may be effected without prior notice, and You agree that Business Integrity will not be liable to You or any third party for any such termination.  Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.  These remedies are in addition to any other remedies Business Integrity may have at law or in equity.  As discussed herein, Business Integrity does not permit copyright infringing activities on the ContractExpress Site, and will terminate access to the ContractExpress Site, and remove all User Postings or other content submitted by any Users who are found to be repeat infringers.

11.3             Termination by You. Your only remedy with respect to any dissatisfaction with (i) the ContractExpress Site, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Business Integrity in operating the ContractExpress Site, or (v) any content or information transmitted through the ContractExpress Site, is to terminate these Terms of Service and your account. You may terminate these Terms of Service at any time by deleting your account with the ContractExpress Site and discontinuing use of any and all parts of the ContractExpress Site.

12.     Ownership; Proprietary Rights.  The ContractExpress Site is owned and operated by Business Integrity.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the ContractExpress Site provided by Business Integrity (the “Materials”) are protected by United States and United Kingdom copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.  All Materials contained on the ContractExpress Site are the property of Business Integrity or its subsidiaries or affiliated companies and/or third-party licensors.  All trademarks, service marks, and trade names are proprietary to Business Integrity or its affiliates and/or third-party licensors.  Except as expressly authorized by Business Integrity, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Business Integrity reserves all rights not expressly granted in these Terms of Service.

13.     Indemnification.  You agree to indemnify, save, and hold Business Integrity, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the ContractExpress Site, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein.  Business Integrity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Business Integrity, and You agree to cooperate with Business Integrity’s defense of these claims.  Business Integrity will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

14.     Disclaimers; No Warranties. 

14.1             No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Business Integrity, and its affiliates, partners, lICENSORS and SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  no advice or information, whether oral or written, obtained by You from Business Integrity or through the Business Integrity Site will create any warranty not expressly stated herein. You expressly acknowledge that as used in this Section 14 the term Business Integrity includes Business Integrity’s officers, directors, employees, shareholders, agents, licensors and subcontractors.

14.2             “As is” and “As available” and “With All Faults”. You expressly agree that use of the ContractExpress Site is at your sole risk. THE ContractExpress Site AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, reference sites, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ContractExpress Site ARE PROVIDED on an “AS IS” AND “AS AVAILABLE”, “with all faults” basis and WITHOUT WARRANTIES or representations OF ANY KIND EITHER EXPRESS OR IMPLIED. 

14.3             Content. Business Integrity, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, FUNCTIONS, or any other information OFFERED ON or through THE ContractExpress SITE or any reference sites WILL BE UNINTERRUPTED, or free of errors, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. 

14.4             Accuracy. BUSINESS INTEGRITY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ContractExpress SITE or any reference sites IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 

14.5             Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU use, access, DOWNLOAD, OR OTHERWISE OBTAIN information, materials, OR DATA THROUGH THE ContractExpress SITE (INCLUDING RSS FEEDS) or any reference sites AT YOUR own DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (including your computer system) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD or use OF SUCH MATERIAL OR DATA.

15.     Limitation of Liability and Damages.

15.1             Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL BUSINESS INTEGRITY OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE ContractExpress SITE or any reference sites, OR ANY OTHER INTERACTIONS WITH BUSINESS INTEGRITY, EVEN IF BUSINESS INTEGRITY OR A BUSINESS INTEGRITY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN SUCH CASES, BUSINESS INTEGRITY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15.2             Limitation of Damages. IN NO EVENT WILL BUSINESS INTEGRITY OR ITS DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE Business Integrity SITE OR your interaction with OTHER ContractExpress SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS.

15.3             Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED on any reference sites or otherwise BY THIRD PARTIES OTHER THAN BUSINESS INTEGRITY AND RECEIVED THROUGH OR ADVERTISED ON THE Business Integrity SITE OR RECEIVED THROUGH ANY reference sites.

15.4             Consumer End Users (Outside of the USA). This Section 15.4 applies only to Users residing and using the ContractExpress Site outside of the United States. The limitations or exclusions of warranties and liability contained in these Terms of Service do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business outside of the U.S.A. The limitations or exclusions of warranties, remedies or liability contained in these Terms of Service apply to You to only the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located.

16.     Miscellaneous.

16.1             Notice.  Business Integrity may provide You with notices, including those regarding changes to these Terms of Service, by email or postings on the ContractExpress Site.  Notice will be deemed given twenty-four hours after email is sent, unless Business Integrity is notified that the email address is invalid.  Notice posted on the Business Integrity Site is deemed given 30 days following the initial posting.

16.2             Waiver.  The failure of Business Integrity to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Business Integrity.

16.3             Governing Law.  These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

16.4             Arbitration. For Users residing outside the United States of America and using the ContractExpress Site in another territory, Section 16.5(Jurisdiction) does not apply and this Section 16.4 applies to You. Any dispute or claim arising out of or in connection with these Terms or your use of the ContractExpress Services shall be finally settled by binding arbitration in London, England under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes.

16.5             Jurisdiction. For Users residing inside the United States of America and using the ContractExpress Site in the United States, Section 16.4 (Arbitration) does not apply and this Section 16.5 applies to You. You agree that any action at law or in equity arising out of or relating to these Terms or Business Integrity will be filed only in the state or federal courts in and for San Francisco County, California, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action. 

16.6             Severability.  If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

16.7             Assignment.  These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Business Integrity without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.

16.8             Survival.  Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 8 through 16.

16.9             Headings.  The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

16.10         Entire Agreement.  These Terms, the Privacy Policy and Guidelines constitute the entire agreement between You and Business Integrity relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms, Privacy Policy or Guidelines made by Business Integrity as set forth in Section 4 above.

16.11         Claims.  YOU AND BUSINESS INTEGRITY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Business Integrity SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16.12         Contact.  The services hereunder are offered by Business Integrity, Inc., located at 8804 4th Ave, Brooklyn, NY 11209, email: notice@contractexpress.com.  If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with your email address and a request for this information.