Smart Author Contracts Terms and Conditions
The following are the terms and conditions (the “Terms”) for the use of the Smart Author Contracts web site (the “Site”) and related material.
1. General
With each visit to the Site you signify your agreement to these Terms. These Terms were last modified on March 14, 2022. Happily Ever After Inc. own the Smart Author Contracts trade name, brand and trademark and websites. Hereafter, Smart Author Contracts means Happily Ever After Inc. Smart Author Contracts is defined as any intellectual property, legal materials, documents, web pages, software, products, web links, email, information, or any other materials provided by or previously provided by Smart Author Contracts or the Site, including any portion thereof. If you do not wish to be bound by these Terms. you are not granted authority to use or access the Site or Smart Author Contracts Material.
2. Use of Smart Author Contracts Material
3. A. Generally
You agree not to use any Smart Author Contracts for any purpose which is against any law in your jurisdiction or for any purpose which would not give full effect to the Terms even if that purpose is otherwise allowed under the Terms. You are granted a License Awn you purchase an agreement from Smart Author Contracts which entitles you to:
i. use Final Documents of the products as specified by.the Terms only.
ii. make necessary mechanical copies (e.g. printed or photocopied) of
the Final Documents for your personal use and records and as required for
completion of the specific transactions for which the Final Documents are intended.
3.You may end a License in the manner specified on the order page. Smart Author Contracts retains the right to cancel any sale at any time. Your License is valid for the country of the document that you select when you purchase your License: You will be charged in the currency of that country.
If you are not a party in transactions in which a a purchase is made from Smart Author Contracts you do not have a license for such agreement.
To access products, you must provide credit card details to Smart Author Contracts as required by the Site. Smart Author Contracts will charge credit cards in accordance with displayed pricing in return for access to products. Payments made to Smart Author Contracts are processed through either Happily Ever After Inc. or Smart Author Contracts. Subject to these Terms, if you are evaluating the Site strictly as a potential customer you are granted a license to evaluate the Site for that purpose only.
4. Legal Advice, Information and Decision Making Responsibility
Smart Author Contracts is not a law firm and does not provide Legal Advice (as below). Your use of Smart Author Contracts Material or any Smart Author Contracts Sen-ices does not create a solicitor-client relationship between you and Smart Author Contracts. You agree that all decisions you make on legal matters are your full responsibility and you agree to retain legal counsel licensed to practice in your jurisdiction regarding any legal issue of enough importance to reasonably require it. You agree that Smart Author Contracts does not provide Legal Advice. If you receive any communication from Smart Author Contracts, its agents, its employees or any other associated entity, which is Legal Advice, you agree that it is NOT a communication authorized by Smart Author Contracts and you agree to immediately delete and disregard it. Except as expressly provided in these Terms, you agree to accept full responsibility for determining the value of and for any use you make of Smart Author Contracts Material, and for obtaining any needed assistance from a properly licensed attorney to assess the value of and appropriate uses for any Smart Author Contracts Material. For the purposes of these Terms, Legal Advice is defined to include the following:
i. any legal related communication, work or service which, under the governing law of your jurisdiction,
is only allowed to be performed by or under the supervision of a properly licensed attorney;
ii. advice on which legal document or documents you need or are best for your situation;
iii. determining the legal consequences that will or could result from how you have created your legal document;
iv. whether you have included inappropriate, conflicting, or ambiguous information in your legal documents;
v. whether you have omitted any necessary provisions or details from your legal documents: and vi.
whether you require any additional legal documents or legal procedures.
5. Restrictions
To the maximum extent allowable under applicable law, except as explicitly identified in these terms, you agree not to publish, re-publish, lend, license, give away, look at the software source code, modify the software source code, post to an Internet web site, or use in an automated system any Smart Author Contracts Material nor will you utilize Smart Author Contracts Material in any way for the creation of an automated system or website, nor will you allow or assist a third party to do so. You agree to only use Smart Author Contracts Material and the Site as a customer. Licenses granted are subject to these Terms, and are non-exclusive, non-transferable, and revocable.
The rights granted under these Terms are granted to you only. If you are an organization, a purchase allows one individual within your organization to exercise the rights granted by these Terms. If multiple individuals within your organization require access, there must be a purchase for each individual. The appointed individual may not be changed. Smart Author Contracts retains the right to prohibit organizations, groups, or individuals, or yourself from using its websites or Smart Author Contracts Material or Smart Author Contracts Services at its discretion.
6. Assignment
This agreement cannot be assigned.
7. Intellectual Property
All copyright, trade marks (including its distinguishing guise and/or trade dress), and other intellectual property rights (registered and unregistered) of Smart Author Contracts Material belong to Smart Author Contracts and its suppliers. Smart Author Contracts reserves all of its rights in the Smart Author Contracts Material. Nothing in the Terms grants you a right or license to use any intellectual property rights owned or controlled by Smart Author Contracts or any other third party except as expressly provided in these Terms.
In addition, Smart Author Contracts Material, contains information and intellectual property that is selected and organized by Smart Author Contracts and represents significant work made by Smart Author Contracts. Nothing in the Terms should be construed as granting any license or right to use any Smart Author Contracts Material or intellectual property displayed or used in any Smart Author Contracts Material except as expressly provided in the Terms. You agree to the following:
i. the Smart Author Contracts Material is the property of Smart Author Contracts and its suppliers:
ii. you will not use the Smart Author Contracts Material for any purpose other than is expressly permitted in these’erms;
iii. you will not distribute in any medium any Smart Author Contracts Material without Smart Author Contracts prior written authorization or as expressly provided these Terms.
iv. any distribution or past distribution of any Smart Author Contracts Material that violates these Terms is subject to liquidated damages in an amount equal to that which would be payable by a copyright infringer for knowingly copying a work. and based on each page of any website which uses Smart Author Contracts Material being a separate work under the Copyright Act and each access of a page of a website by a customer being a separate publication of a work.
v. Smart Author Contracts shall have the right to represent its suppliers in any dispute.
9. LIMITED WARRANTIES
Except as expressly provided in these Terms, to the maximum extent permitted under applicable law, Smart Author Contracts are provided “as is” without any kind of warranty. You accept full responsibility for determining whether Smart Author Contracts are suitable for any particular purpose and for protecting yourself against any possible consequential damages. Smart Author Contracts does not authenticate users signatures or identities. Smart Author Contracts electronic signature functionality does not track IP addresses, include digital certificates, use a certification authority nor any other third party verification. You
defined accept full responsibility for determining whether an electronic signature is suitable for any particular purpose. Except as expressly provided in these Terms or where prohibited by law. we are not responsible for any loss. injury, claim, liability, damage, or consequential damage related to your use of Smart Author Contracts or for inaccessibility of Smart Author Contracts whether from errors or omissions in the content of Smart Author Contracts or any other linked sites or for any other reason Use of Smart Author Contracts is at your own risk. Smart Author Contracts does not represent or warrant that Smart Author Contracts Material, the Site or any linked sites are free of any harmful materials.
10. Maximum Liability
Except as expressly provided in these Terms or where prohibited by law. the maximum liability of Smart Author Contracts is the amount paid to Smart Author Contractsby the customer.
11. Guarantees and Refunds
All guarantees are subject to any limitations specified in any Smart Author Contracts. Smart Author Contracts has no obligation to refund any fee paid.
12. Terms and Headings
All of the Terms are valid regardless of the heading. To the maximum extent possible under law, the Terms take precedence over any conflicting Smart Author Contracts Material should it be judicially found that the conflicting Smart Author ContractsS Material is legally relevant to this Agreement under law.
13. Indemnification
Except where prohibited by law, you agree to indemnify and hold Smart Author Contracts0, its directors, officers and employees, harmless from any actions, claims, losses, damages, liabilities and expenses including legal fees, asserted by any third party due to or arising out of your use of the Site or Smart Author Contracts 8: Material or Smart Author Contracts t Services.
14. Governing Law
Except where prohibited by law, the Terms are governed by the laws of the State of California, USA. Except where prohibited by law, you irrevocably atom to the exclusive jurisdiction of the courts of Los Angeles, California, USA
15. Binding Arbitration
Subject to exceptions specified herein, if you and Smart Author Contracts are unable to resolve any dispute by informal negotiations, then any resolution of this dispute will be conducted exclusively by binding arbitration.
A request for appointment of an arbitrator must be made in writing. Upon receipt of the written request. Smart Author Contracts will have 90 days to choose and appoint an independent and impartial arbitrator. The arbitration will be held in the City of Edmonton, Alberta, Canada.
The cost of the binding arbitration proceedings and any proceeding in court to confirm or to vacate any arbitration award, including, without limitation, reasonable attorneys’ fees and costs, will be borne by the unsuccessful party and will be determined and awarded by the arbitrator.
Exceptions to the use of binding arbitration are as follows: Smart Author Contracts may bring forth a lawsuit, without using binding arbitration, should the lawsuit involve intellectual property infringement or injunctive relief. Also, either party may use small claims court.
16. Class Action Waiver
You will not seek to have the dispute heard as a class action, private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Arbitration or any other proceeding to resolve any dispute, in any forum will be conducted solely on an individual basis and not combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
17. Modification of the Terms
Except that you must be informed in a reasonable manner regarding any pricing increase, Smart Author Contracts may, in its sole discretion, change these Terms at any time. Other terms and conditions are only valid when signed in writing by an authorized Smart Author Contracts officer.
18. Severability
If any term, covenant, condition or provision of these Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision is to be excluded to the extent of such invalidity or unenforceability and all other provisions will remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable provision will be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision.
19. Waivers
No failure or delay, on the part of Smart Author Contracts, in exercising any right or power under these Terms will operate as a waiver of such right or power.
20. Whole Agreement
Except a s explicitly set forth in this agreement, these Terms, the pricing displayed on the Site, the Site’s Disclaimer, and Conditions, constitute the whole agreement between you and Smart Author Contracts notwithstanding any:
i. Smart Author Contracts Material other than this Agreement,
ii. communication between you and Smart Author Contracts, including telephone, email and online chat assistance, or
iii. announcements, newsletters or promotional materials from Smart Author Contracts.