The terms and conditions on this page form part of our Usage Terms.
Definitions and interpretation
In the terms and conditions on this page:
- “Intellectual Property Rights” means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application, in all parts of the world;
- “Permitted Purpose” means the bona fide provision of legal services by you to an existing client of yours in a genuine and currently active matter;
“Software” means the Smarter Drafter software owned by Smarter Drafter IP and delivered to you by the Company or used or accessed by you pursuant to these Usage Terms, including all online questionnaires, instructions, manuals, guidance and legal documents and all drafting and content comprised therein;
- “User Data” means all of the data that you upload into the Software, including all text and other data that you enter into any of the online document creation forms comprised in the Software;
- “User Documents” means all of the legal documents generated by the Software and delivered or made available to you by the Company (including by email or in other electronic form) through your use of the Software;
- words and phrases that are defined in the Usage Terms have the same meanings when used on this page.
The rules of interpretation that apply to the Usage Terms also apply to the terms and conditions on this page.
YOU MUST USE THE SOFTWARE AND ALL USER DOCUMENTS SOLELY AND EXCLUSIVELY FOR THE PERMITTED PURPOSE.
Without limitation to the other requirements of our Usage Terms, you must not:
- use the Software or any User Documents for any purpose or in any manner other than for the Permitted Purpose in accordance with our Usage Terms;
- use the Software or any User Documents in any way that could damage the reputation of the Company or the goodwill or Intellectual Property Rights of the Company and Smarter Drafter IP associated with the Software and/or the User Documents;
- permit any third party to use the Software or any User Documents without our prior written consent;
- assign, sub-licence or otherwise deal in any other way with any of your rights under our Usage Terms without our prior written consent;
disclose your password(s) to any third party;
- copy, reproduce, translate, adapt, vary or modify the Software or any User Documents or create any derivative works based upon the Software or any Documents, other than pursuant to the license granted to you under the heading “License” on this page below;
- disassemble, decompile or reverse engineer the Software or attempt to do so;
- modify or remove any copyright or proprietary notices pertaining to the Software or the User Documents; or
- engage in conduct that, in the opinion of the Company at its sole and absolute discretion, indicates an intention to misuse and/or misappropriate the Software and/or any content of any User Documents.
For the duration of your subscription, the Company hereby grants to you a limited, personal, non-exclusive, non-transferable and non-sublicensable license to use the Software solely and exclusively for the Permitted Purpose, subject to and in accordance with the terms and conditions set out in our Usage Terms.
Subject to the provisions under the heading “Ownership of Intellectual Property Rights” below and your continued compliance with all of the provisions of our Usage Terms, the Company hereby grants to you a perpetual license to:
- keep, use and reproduce all User Documents validly produced by you in accordance with our Usage Terms (and to permit the particular bona fide clients for which the relevant User Documents were first created to do the same); and
- if you are entitled to receive a User Document in MS Word format, make, or permit to be made, any alteration to that User Document (including any addition to, and/or deletion from, that User Document) without the consent of the Licensor,
provided that such conduct is undertaken solely and exclusively for the Permitted Purpose.
Ownership of Intellectual Property Rights
You acknowledge and agree that:
- our Usage Terms do not transfer or assign any Intellectual Property Rights to you;
- your use of this site or any custom branded portal does not transfer or assign any Intellectual Property Rights to you;
- Smarter Drafter IP owns and retains all Intellectual Property Rights in the Software and you have no Intellectual Property Rights in any part of the Software, including any modifications or enhancements thereof, other than the rights temporarily granted to you pursuant to the license under the heading “License” on this page above; and
- Smarter Drafter IP owns and retains all Intellectual Property Rights in the User Documents and you have no Intellectual Property Rights or other rights in any part of the User Documents other than:
- – the rights granted to you pursuant to the license under the heading “License” on this page above;
- – in respect of your User Data; and
- – if you are entitled to receive a User Document in MS Word format, any further edits manually processed by you after the User Document has been delivered or made available to you by the Company, provided that such edits are processed for the Permitted Purpose in respect of the particular client for which the relevant User Documents were first created.
Consequences of violation
The Company (for itself and as agent and trustee for and on behalf of Smarter Drafter IP) reserves all of the rights of the Company and Smarter Drafter IP in relation to any breach of our Usage Terms, including any violation of this Fair Use Policy, including the right to seek injunctive relief and the right to sue for damages. Without limitation to those rights, if the Company finds that you have used the Software other than in accordance with our Usage Terms, the Company reserves the right to, without notice to you:
- limit your subscription (which, if your subscription would otherwise entitle you to receive User Documents in MS Word format, includes limiting your access to PDF versions only); and/or
- suspend or terminate your subscription.