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Subscription and License Agreement

SCHOOLCRAFT LEGAL SYSTEMS, INC., DBA TXdocs®

PLEASE READ THIS AGREEMENT CAREFULLY. In consideration of providing you access to and making it possible for you to install the product that is more fully described below (the "Product"), you agree to be bound by the terms of this Subscription and License Agreement (this "Agreement") and this Agreement becomes effective as to you, by your clicking the acceptance button, copying, installing or otherwise using the Product, or paying a subscription fee.

This Agreement is MADE between YOU (either an individual or an entity, located at a single, specified location as more fully described below) and Schoolcraft Legal Systems, Inc. ("SLS"), and governs any subscription that you purchase from SLS and any right or license that you possess to use the Product. It provides the terms and conditions of the license to use the Product in the configuration that you have selected on the accompanying Subscription Order Form or pursuant to another SLS subscription initiation process.

FOR ATTORNEYS ONLY:  This product is provided for use only by attorneys licensed to practice law in the State of Texas and their staff working under the direct supervision of the attorney. Each attorney is solely responsible for exercising his or her own professional judgment as to the accuracy and legal sufficiency of the documents and information produced by this product.

PRODUCT:  The term "Product" means TXdocs®, TXdocsPlus® and TXpractice®, which includes a computer software program by the same name, any associated or related computer applications, and any computer software or digital files that SLS may provide to Licensee under the terms of this Agreement, whether as part of any initial installation of the Product or as part of any future update, revision, or other incremental addition to the Product.

WHO MAY USE THE PRODUCT:  In this Agreement, "you" or the "Licensee" means the named person or entity that has purchased a valid subscription, which is defined as a fully paid subscription to the Product for a designated period of use and, accordingly, the named person or entity that is granted a non-exclusive, non-transferable limited license and right to install and/or access and use the Product during that period, solely in accordance with the specific license terms, conditions and restrictions provided below.

AUTHORIZED AND CONCURRENT USER:  An "authorized concurrent user" or “authorized user” is exclusively defined as the Licensee, if licensee is a person, or as an employee, partner, member or shareholder of the Licensee. The term "concurrent user" means the number of authorized users accessing or using the Product at any single point in time. The Product is intended to be used only by a licensed attorney or someone acting under the supervision and authority of that attorney and should not be accessed, installed or used by an ordinary consumer.

GRANT OF LICENSE:  SLS grants to Licensee one or more licenses to use the Product. The number of licenses granted will be determined by the number of licenses which are subscribed to and paid for by Licensee at any point in time. While the licenses may be used (1) in connection with a single installation accessed by one or more computers over a computer network or (2) as an individual installation on stand-alone computers (including portable computers) or (3) by accessing the SLS internet server, one license is used for each authorized concurrent user,  whether the use of the Product is on a stand-alone computer or over a network or over the internet. Excluding use of the internet version of the software, and with the exception of the portable computers, or one or more stand-alone computers located at the personal residence of an authorized user, all installations and use of the Product under this grant of license must be physically located and occur at the single United States Postal address that Licensee has designated when ordering the subscription (or as subsequently amended from time to time by Licensee, in writing and as further specified in the "Primary Contact" paragraph below). Subject only to the exceptions provided in the preceding sentence, a separate grant of license, under its respective ordering process, is required for each additional location where the Product is installed or used. The installation and use of the Product on portable computers is permitted only by users who qualify to be "concurrent users" as defined above.

PRIMARY CONTACT:  Licensee MUST designate a person (at the physical location where the Product is installed) to be the “Primary Contact” when the subscription is ordered, to receive all notices or other information regarding or affecting this Agreement, the License or the Product. Licensee will provide SLS with the name, address, telephone number, and email address for the Primary Contact, and agrees to timely notify SLS of any change or revision to any of the above listed particulars for the Primary Contact.

PER-CASE SUBSCRIPTIONS:  In addition to regular monthly subscriptions, SLS offers subscriptions requiring payment for each case in which the software is used.  If this license is used in connection with a per-case subscription, Licensee acknowledges the following restrictions apply.  The document assembly features of the software may only be used to generate forms for cases which Licensee has registered and paid for.  Additionally, SLS has limited the use of certain forms to a specific number of times for each case.

TERM AND REVOCATION OR TERMINATION OF LICENSE:  This Agreement becomes effective as to SLS only upon its acceptance by SLS, as evidenced by delivery of a confirmation email or other correspondence to the Primary Contact.  This Agreement constitutes a subscription contract that automatically renews on the first day of each month. The monthly subscription fee accrues on the first day of each month until termination of this Agreement, which either party is permitted to terminate at will by providing thirty (30) days' written notice to the other party.  As it is each party's responsibility under this Agreement to timely notify the other party of any change in address, including email address, receipt by the party attempting termination of any "bounce-back" or other email reply indicating an "addressee unknown" or "mailbox full" or other similar condition will be deemed evidence of effective notice. SLS is not obligated to prorate or refund any accrued monthly fees. SLS, in its sole and unrestricted discretion, retains the right to terminate this Agreement or Licensee’s access to the Product at any time for any reason, including but not limited to when:  monthly payments agreed to under the subscription order form are not timely received; use of the Product is made by an unauthorized user; the Product is used by more concurrent users than permitted; or any other violation of the terms of this Agreement occurs. Licensee is solely responsible for verifying and ensuring the operability of the Product on its authorized installation(s) and, absent reasonable and timely notice to SLS of any condition preventing use of the Product, Licensee remains liable for all fees, late charges and interest that may accrue under this Agreement.

PERMITTED USE OF THE PRODUCT:  The Product provided under license by this Agreement is intended to be used only for the automated document assembly of legal forms provided by SLS. The source code, algorithms, concepts, techniques, methods and processes contained in and embodying the Product constitute confidential and proprietary information and trade secrets of SLS and its licensors, if any, and SLS and its licensors retain all title, copyright, patent and other intellectual property or proprietary rights in the Product. Licensee agrees to access or use the Product for the sole purpose of creating, generating, and producing legal forms for use in the legal representation of Licensee's clients. In addition to the permitted use described in the preceding sentence, Licensee may make one (1) copy of the Product in its executable form (the executable file used to install the Product) for backup or archival purposes, and one (1) complete backup, or an incremental backup copy made from time to time, which includes every file contained in the root directory where the Product is installed. Licensee may not share,  copy, alter, modify, distribute or transfer the Product or any copy, or merged or combined portion of it, in whole or in part, except as expressly provided in this Agreement. If Licensee shares or transfers to another party the use or possession of any copy, or merged or combined portion of the Product, except as expressly provided in this Agreement, the granted license is automatically terminated. Licensee may not decompile, disassemble, reverse engineer or otherwise attempt to access the source code of the Product or reduce it to a human readable form.

LATE CHARGES:  Monthly subscription fees are due and payable to SLS by method of payment acceptable to SLS as specified during any subscription initiation process, at its offices in Bexar County, Texas, on the same day of each month in advance without demand. If the monthly fee is not received within 7 days of the due date, the account will be considered delinquent. A late payment fee of $15.00 will be assessed for each month an account is delinquent. In the event that a statutory provision applicable to government agencies governs the computation of interest or late charges, interest or late charges will be computed based on the applicable statutory provision. For per-case subscriptions, the fee for use of the software on a specific case is due at the time that case is registered.  A late payment fee of $15.00 will be assessed for each month payment for that case is delinquent.

UPDATES:  During the term of this Agreement, provided that Licensee is current with all of its obligations under this Agreement and is not in default for any other reason, Licensee has the right to receive all current updates and upgrades for the Product, free of charge. SLS reserves the right to provide updates via Internet download or any other method to be determined at the sole discretion of SLS. Accordingly, Licensee is required to have adequate, dependable Internet connectivity. Whether as a result of ineligibility from failure to maintain its account   current or any other type of default, or as a result of failing to properly apply or install an update that SLS has made available to it, Licensee's inability to apply updates will render the Product inoperable. As provided above, Licensee is solely responsible for verifying and ensuring the operability of the Product at its installation(s) and, mere inoperability or the lack of use of the Product is not a bar to the continuing accrual of additional monthly subscription fees.

ADDITIONAL SERVICES:  At its sole discretion, SLS may offer other products, add-ons and services to Licensee by mail, electronic mail, text messaging, telephone, facsimile, through the SLS Web site or by any other method.

USAGE STATISTICS:  The product includes the ability to collect and report statistics on your use of the product.  These statistics will be used by Schoolcraft Legal Systems, Inc. to analyze when, how and how often features and functions within the product are being used.  This information will help SLS focus development and enhancement efforts on the areas of the product which are most valuable to users.  You can disable collection and reporting of this data in the account settings.

DISCLAIMER OF WARRANTY:  THE SUBSCRIPTION AND THE PRODUCT AVAILABLE THROUGH IT IS PROVIDED "AS IS", WITH ALL FAULTS, AND "AS AVAILABLE". EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SLS DISCLAIMS ALL EXPRESS WARRANTIES WITH RESPECT TO THE PRODUCT. SLS FURTHER DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, WORKMANLIKE EFFORT, TITLE, NONINFRINGEMENT, NONINTERFERENCE WITH INFORMATION, OR ACCURACY OF THE CONTENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES SO THESE LIMITATIONS MAY NOT APPLY TO YOU. SLS MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCT OR AS TO THE ACCURACY OR LEGAL SUFFICIENCY OF ANY DOCUMENT, COMPUTATION, DATA OR OTHER MATERIAL PRODUCED BY THE PRODUCT, OR THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE PRODUCT OR ADDITIONAL SERVICES, IF ANY, WILL BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT ANY DEFECTS IN THE PRODUCT WILL BE CORRECTED, AND YOU BEAR THE ENTIRE RISK OF USING THE SUBSCRIPTION AND THE PRODUCT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED AT ANY TIME BY YOU FROM SLS CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT AND ANY ADVICE OR INFORMATION OBTAINED BY YOU FROM SLS IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF THAT ADVICE OR INFORMATION.

LIMITATION ON LIABILITY:  THE PRODUCT PROVIDED UNDER THIS AGREEMENT DOES NOT REPLACE THE NEED FOR PROFESSIONAL JUDGMENT AS TO THE LEGAL SUFFICIENCY AND ACCURACY OF ANY MATERIAL PRODUCED BY THE PRODUCT OR AS TO YOUR ETHICAL OBLIGATIONS TO CLIENTS. IN NO EVENT WILL SLS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR IN ANY AMOUNT, WHETHER RELATED TO THE SUBSCRIPTION, THE PRODUCT, SERVICES, ELECTRONIC OR PRINTED COMMUNICATIONS, INTERNET SITE(S) PROVIDED BY SLS OR ANY THIRD PARTY ACTING ON BEHALF OF OR OTHERWISE HAVING A RELATIONSHIP WITH SLS, OR IN ANY OTHER WAY, OR WHETHER RESULTING FROM ANY BUSINESS INTERRUPTION, LOST DATA,  NEGLIGENT ACT OR TORT SUFFERED BY YOU, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, EVEN IF SLS HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES, EXCEPT DIRECT DAMAGES UP TO THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT FOR ONE (1) MONTH'S SUBSCRIPTION FEE ONLY.

DEFAULT:  If Licensee defaults on its obligations under this Agreement, or if SLS is obligated to initiate legal action or institute suit for collection or enforcement in order to protect its rights and interests under this Agreement, Licensee agrees to pay SLS all costs of collection and enforcement, including reasonable attorney’s fees, expenses and court costs, in addition to any amounts due. In the event of default, all amounts due to SLS will accrue interest at the highest rate allowed by law.

GENERAL:  If the terms of this Agreement conflict with any other express or implied  representations made by any authorized representative or employee of SLS, or in any written material produced or supplied by SLS, the provisions of this Agreement prevail. All prices and terms are subject to change by SLS and changes are effective 30 days after notice of the change is published. This Agreement is governed by and to be construed in accordance with the laws of the State of Texas. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid, or unenforceable, that provision will be severed and all remaining provisions will be given full force and effect. Venue for any cause of action arising under or related to this Agreement is in Bexar County, Texas for state law matters and in the Western District of Texas, San Antonio Division for federal law matters. By accepting this Agreement, you expressly consent to permit SLS to: (1) send information to you for any purpose via facsimile transmission or by text messaging to any wireless device number that you provide to SLS; and (2) contact you via telephone, electronic mail, or any wireless telephone number that you provide to SLS. Failure by SLS to exercise any of its rights under this Agreement will not waive SLS’s ability to exercise those rights at a later date.

This Subscription Agreement has been electronically agreed to by Licensee.

 

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