Policies

Legal Nest Service Terms

This Legal Nest Service Terms document (“Terms”) outlines the conditions for your use of our offerings and tools.

If you’re entering into these Terms on behalf of a business or organization, you affirm that you have the authority to do so. Should you enroll in any Services without the necessary authority, you personally accept and agree to these Terms.

Please scrutinize these Terms with attention. They stipulate the use of individual arbitration for dispute resolution and eschew jury trials or class actions. To understand how to opt-out, see Section 11.8 (30-day opt-out provision) below.

Note: Throughout these Terms, the terms “bookkeeping” and “accounting” are used interchangeably.

1. Our Offerings

1.1. Bookkeeping Solutions We Provide

We offer comprehensive bookkeeping solutions, where we manage your financial records based on the details and directives you provide. It’s important to note that our communications and services don’t replace professional legal, tax, financial, or accounting counsel.

1.2. Year-End Bookkeeping Provisions

For clients engaged with our bookkeeping services as their fiscal year concludes, we may conduct certain year-end bookkeeping procedures. If you discontinue our services before the fiscal year’s final quarter, we’re not obligated to perform these year-end tasks and bear no liability for any associated non-performance.

1.3. Utilization of QuickBooks Online

We exclusively specialize in working with the QuickBooks Online software for our bookkeeping services. If you have a QuickBooks Online account, with granted accountant access, we will work on your books. Any and all QuickBooks subscriptions, including additional subscriptions such as QuickBooks Time and QuickBooks Payroll, will be charged directly to you. Our prices and packages do not include QuickBooks Subscriptions. If you do not have a pre-existing account, you permit us to initiate one on your behalf. By allowing this, you acknowledge and accept the terms and conditions set by QuickBooks Online.

1.4. Exclusive Bookkeeping Engagement

In the context of bookkeeping services, you concur that we shall be your exclusive bookkeeping partner. This entails categorizing, recording, and reconciling your financial dealings to shape your financial records. Adjustments to records post our services might impact our prior services, possibly necessitating additional interventions.

1.5. Additional Service Links

Some services might be subject to extra terms, accessible via provided links. These are integrated into these Terms when linked via an Order Form.

1.6. Services at the Helm of Your Management

All services are rendered at the beck and call of your management, which remains accountable for all managerial decisions and actions.

1.7. Information Dependency

Effective delivery of our services hinges on your timely provision of essential data and collaboration. Delays or inadequacies can lead to service postponements or added charges.

1.8. Proper Use of Services

You’re obliged to utilize our services in line with our Use Policy. Non-compliance may lead to service cessation.

1.9. Evolving Service Landscape

Our services are dynamic, and we reserve the right to enhance, modify, or truncate them based on our discretion.

1.10. Clarification on Legal Nest’s Position

It’s imperative to understand that Legal Nest isn’t a certified accounting firm and doesn’t proffer services demanding such certification. Our offerings exclude certain financial, legal, or regulatory advisory services, for which you’d need to engage a licensed specialist.

1.11. Promotional Offer Terms

From time to time, we may introduce promotional offers as part of our engagement strategy. As such, by signing on the order form, you, the client, acknowledge your acceptance of a one-time promotional offer currently in effect, detailed as follows:

Upon your engagement with Legal Nest for online bookkeeping services and in agreement with the terms outlined in the associated order form, you are eligible for a one-time complimentary bookkeeping service for the initial month. This free service is specifically for the first month requiring reconciliation immediately following your enrollment.

This promotional offer is subject to the specific reconciliation needs of your account, as determined by Legal Nest. By enrolling in our monthly bookkeeping service, you authorize Legal Nest to initiate automatic, recurring ACH (Automated Clearing House) charges to your designated account on the first day of each subsequent month. This ensures an uninterrupted and consistent service experience, minimizing the necessity for additional administrative procedures.

The specific month benefiting from the complimentary service will be explicitly identified within a designated section of your order form, contingent upon the particular requirements of your account at the time of registration.

2. Technology and Data

2.1 Our Digital Tools; In-House Solutions

To deliver our Services, we might grant certain designated users (“User”) access to functionalities of websites, cloud platforms, software tools, automated forms, and other technological assets developed by or for us, collectively referred to as “Our Technology”. You bear responsibility for: (a) maintaining the secrecy of User access credentials; (b) implementing suitable internal roles, permissions, and protocols for the safe utilization of Our Technology; (c) supervising your Users’ engagement with Our Technology; and (d) ensuring your Users abide by this Agreement, our Acceptable Use Policy, and applicable laws. Please alert us swiftly if you suspect or know of any breach of your account’s security.

For efficient Service delivery, we harness specific technologies crafted by or for us, including but not limited to, integrations with third-party platforms, software protocols, and checklists, collectively termed “In-House Solutions”. You’re expected to collaborate with us to ensure smooth use of these In-House Solutions and refrain from hindering their operation. Should you adjust or acquire new IT systems relevant to our Services, prompt notification and cooperation are essential for the seamless operation of our In-House Solutions.

2.2 Handling Data

Legal Nest utilizes Customer Data in alignment with this Agreement and the Legal Nest Privacy Policy, updated periodically. When subscribing, you explicitly agree to this use, including incorporating Customer Data into Third-Party Platforms necessary for our Services.

We might conduct aggregated analyses across our client base, ensuring no identifiable information links back to you, your Users, or affiliates. You consent to our use of Customer Data for these analytical endeavors.

2.3 Intellectual Property

All rights, title, and interest in Customer Data remain with you. You grant us a limited license to utilize Customer Data to offer and refine our Services as outlined in this Agreement.

Conversely, we retain all rights, title, and interest in Our Technology and In-House Solutions. We provide your Users with a non-exclusive license to engage with Our Technology, solely to facilitate our Service delivery during the Agreement’s tenure.

Both parties assert they possess the necessary authority to grant the aforementioned licenses.

2.4. Engaging with Third-Party Platforms

Our Services and technologies might integrate or transfer data to third-party platforms (e.g., payroll software providers). While we don’t officially endorse these third-party services, you’re expected to maintain requisite subscriptions and adhere to the terms of these services. You also agree to compensate us for any third-party service costs we might incur on your behalf. We aren’t obliged to support third-party platforms and don’t guarantee continual interoperability of our services with these platforms.

2.5. Authentication Details

Should you share authentication details (account names, passwords, security answers, etc.) with us, you empower us, through a limited power of attorney, to use them on your behalf in line with this Agreement. We store these details securely and use them solely for the Agreement’s purposes.

2.6. Infrastructure and Data Movement

We mandate that our storage facilities adhere to commendable security standards. We might process and store Customer Data within the U.S., and by using our Services, you consent to this procedure.

2.7 Feedback Mechanism

Any feedback you provide concerning our Services can be used by us without any obligations to you. You grant Legal Nest a perpetual, global, non-exclusive license to leverage such feedback.

2.8 Data Protection

Both parties recognize and commit to upholding the data protection regulations pertinent to their respective locations within the United States. Legal Nest ensures not to sell or misuse any Personally Identifiable Customer Data and will only use such data within the bounds of this Agreement and for the Service’s direct purposes.

3. Confidentiality

3.1 Definition of Confidential Information

“Confidential Information” refers to details one party (or its associates) shares with the other (“recipient”) in line with the Agreement. This information is either labeled as confidential or typically seen as such under prevailing circumstances. Your Customer Data and Authentication Details fall under your Confidential Information. It doesn’t encompass data that (i) was known to the recipient without being bound by confidentiality before its disclosure, (ii) was conceived by the recipient without leveraging the other party’s Confidential Information, (iii) is rightfully conveyed to the recipient by an unaffiliated third party without any confidentiality obligations, or (iv) became or becomes public knowledge without any misconduct of the recipient.

3.2 Obligations Concerning Non-Disclosure and Non-Use

Except for Sections 3.3 and 3.5, the recipient shall (a) deploy the other party’s Confidential Information solely to actualize rights and meet obligations under the Agreement, and (b) apply reasonable care to avert unauthorized revelations of the other party’s Confidential Information, exclusive of the recipient’s representatives who need this data and are legally obliged to maintain its confidentiality. The recipient guarantees these representatives uphold equal or nearly identical non-disclosure and non-use obligations.

3.3 Allowable Revelations of Confidential Information

3.3.1 Overall Stance

Notwithstanding other clauses in the Agreement, the recipient or its associates can disclose the other party’s Confidential Information (a) complying with a legal mandate, adhering to Section 3.3.2 (Legal Process stipulations); (b) with the documented agreement of the other party; or (c) to meet its obligations and/or execute its rights under the Agreement.

3.3.2 Legal Process Stipulations

The recipient endeavors to notify the other party prior to revealing its Confidential Information in line with a legal process. However, the notification isn’t obligatory if the recipient is legally barred from doing so.

3.3.3 Resistance

Upon the other party’s request, the recipient and its associates will challenge, at the other party’s expense, any disclosure of its Confidential Information due to a legal process.

3.3.4 Expenditures of Presentation

If (a) you instruct us or (b) we’re legally obligated in a process or inquiry where we aren’t a named party to produce documents or personnel as witnesses, or to share information about the Services with a third entity, you commit to reimbursing us for our professional hours, applying our prevailing standard hourly fees, and any expenses, encompassing reasonable attorney’s charges and costs, stemming from producing such documents, personnel, or sharing such details.

3.4 Immediate Relief

Both parties concur that breaching the recipient’s confidentiality responsibilities in this Section 3 might inflict irreparable harm, which monetary compensation can’t aptly redress. Thus, any party may seek immediate relief against any potential or actual violation of Section 3 without the need to demonstrate damages or offer a bond or other guarantee.

3.5 Third-Party Infrastructure

The Services, Our Technology, and In-House Solutions function over the internet through networks, only portions of which are under our jurisdiction. Our commitments in Section 3.2 pertain only to networks and apparatus under our control. We’re not accountable for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on an external network or infrastructure.

4. Fees and Payment

4.1 Service Charges

Our subscription charges for Services derive from specific details regarding your business. You commit to furnishing us with comprehensive and precise data so we can ascertain the relevant subscription. If the submitted details are incomplete, inaccurate, undergo significant modifications, or you seek a varied or expanded subscription scope, we might propose a subscription matching the updated details or your specifications. We hold the right to end the impacted Services or the Agreement without obligations if we can’t finalize an agreement with you concerning the updated subscription. Subscription charges, including fees for services billed hourly on a prepaid basis, are settled before or at the onset of the subscription period and are non-transferable to subsequent subscription durations.

Services billed based on hours used, and all other Services that aren’t encompassed in your subscription or defined as a fixed fee, will be invoiced at our existing standard hourly rates applicable for the particular Service (subject to updates). It’s clear that showcasing an hourly rate for a Service doesn’t imply such a Service isn’t accompanied by subscription charges as outlined in your Order Form.

4.2 Revisions in Fees and Scope

Occasionally, we might adjust our Service prices, or as our offerings develop, we might modify the range or subscription model for specific Services. If there’s an escalation in your subscription fees (including associated charges like usage-based fees) and/or a significant alteration in the subscription Services offered to you, we’ll dispatch a prior written notice of this change at least 30 days before your subsequent Renewal Period. If you don’t conclude your subscription within this 30-day duration, you accept that your sustained utilization of the Services implies your agreement to remit the augmented or revised fees.

Alterations to our hourly charges apply instantly for upcoming hourly Services. We’ll put in reasonable efforts to intimate you about such updates prior to their implementation. The latest hourly fees can be found here.

4.3 Remittance

We will autonomously collect the payment for the dues under the Agreement via ACH. You assert that the account you’re authorizing for ACH isn’t predominantly utilized for personal, family, or household objectives. By permitting us to employ ACH, you accede to the NACHA Operating Regulations overseeing ACH transactions. Fees exclude taxes, which, if relevant, fall under your responsibility. You empower us or our payment processor to initiate entries to your corporate bank checking accounts listed with us, to settle amounts owed to us, and, if requisite, to begin adjustments for transactions credited or debited erroneously. Non-payment can lead us to instantaneously halt any or all Services. You consent to pay any Service charges owed by your Affiliates. Except when explicitly mentioned in the Agreement, all payments remain non-refundable and non-creditable.

We maintain the right to solicit an upfront payment before commencing any Services. In scenarios of non-payment of any owed amounts under the Agreement, you’ll also reimburse us for all fees and expenses in recovering these unpaid sums.

5. Duration and Discontinuation

5.1. Commencement and Established Periods

The Agreement activates upon the date you authenticate an Order Form or otherwise acknowledge these conditions (e.g., by progressing through an online contract) (“Commencement Date”). Your initial subscription duration commences from the subscription initiation date and persists, unless halted sooner, for the initial duration for which you’ve compensated or owe subscription charges, or if no prepaid subscription fees are applicable, then as delineated in your Order Form or till the fulfillment of the Services stipulated in your Order Form (“Primary Duration”). Different Service types (like accounting and tax finalization) may have diverse subscription durations.

Some subscription Services correspond to periods established legally (like a fiscal year) or by your administrative decisions (“Defined Durations”). Adjusting the subscription duration of such Services with the respective Defined Duration promotes seamless operation. Hence, if your Service subscription’s start date diverges from an applicable Defined Duration’s beginning, we have your authorization to realign your subscription’s commencement to match the Defined Duration, adjusting billing timelines accordingly. This synchronization won’t escalate your subscription charges, barring exceptions highlighted in the Agreement.

5.2. Seamless Extension

Post the Primary Duration and any Subsequent Duration, your subscription for relevant Services will renew autonomously, negating the necessity for a fresh Order Form or similar agreement, for an identical period (“Subsequent Duration”) to the immediately prior Service duration. If you opt for non-renewal, notify us via norenew@legalnest.com, or if we inform you through the email linked with your profile. Non-renewal alerts should be dispatched at least (a) thirty (30) days for monthly/quarterly subscriptions, or (b) thirty (30) days for yearly subscriptions, before the conclusion of the current Primary or Subsequent Duration.

5.3. Discontinuation; Reversal

Either party can annul the Agreement if the counterpart significantly breaches it, given there’s written notification and a 30-day rectification window.

We can retract any Service provision anytime by conveying a discontinuation notice. If we halt the Agreement or any Services, barring violations from your side, we’ll reimburse the unutilized months’ subscription fees. Specifically:

Monthly Billings: If you decide to terminate Services during an ongoing month, we will not issue a prorated refund for any days remaining in that month. We bill on a monthly basis, and if you decide to discontinue services after the month has started, we won’t issue a refund for the remaining days. A 30-day notice is required for termination, meaning you’ll be billed for the ongoing month, but not for the subsequent month if notice is provided.

Annual Billings: If you’ve paid for a full year upfront and decide to discontinue services, we will issue a refund for the full unused months remaining in your subscription. However, any partial months used will not be prorated or refunded.

To clarify, refunds aren’t obligatory if discontinuation arises from your Agreement violations, including unsettled fees or failure to promptly supply requisite information.

5.4. Post-Discontinuation Impacts

On terminating your accounting Service subscription with us, we will transfer the “main administrator” role for the QuickBooks Online account managed by us to you. Subsequently, ongoing payment obligations, charges, and other responsibilities associated with the QuickBooks Online account will solely become your responsibility. This allows you the choice to maintain the Intuit subscription, transfer it, or export data as per your requirements.

Post-Agreement or Service termination, any support or data provision related to terminated Services rests at our discretion. If we furnish such support or data, you consent to reimburse our professional time based on our prevailing hourly rates. The longevity of any document or information isn’t assured post-termination. You acknowledge it’s imperative to safeguard your records for potential future utilization, including potential examinations by regulatory bodies.

5.5. Provisions Beyond Termination

Sections 2.2, 2.3, 2.4, 2.7, 5.4, 5.5, and 8 – 13 persist beyond the Agreement’s termination or expiry. Sections 2.8 and 3 continue for three years post the Agreement’s termination or expiry, while Section 6 remains as stated therein.

6. Personnel Non-Engagement

Given the substantial investment we make in training, educating, and developing the personnel designated to deliver the Services to you, it’s essential for us to safeguard our human resources. In light of this:

6.1 No Direct or Indirect Solicitation: During the Agreement’s active duration and for a year following its conclusion, you commit not to, either for yourself or on behalf of another entity, directly or indirectly engage, recruit, or hire any of our existing employees or contractors with whom you’ve had interactions due to the Services (“Identified Personnel”).

6.2 General Hiring Exemption: This clause doesn’t restrict you from hiring any individual who responds to public job advertisements that are not targeted explicitly towards Identified Personnel.

6.3 Breach Compensation: Acknowledging the substantial costs associated with recruiting and training our personnel and not as a punitive measure, if you breach this section, you agree to compensate us with a sum of $25,000 for each individual Identified Personnel who chooses to terminate their association with us owing to your actions.

7. Representation for Third-Party Usage

Should you utilize the Services on behalf of a third party, be it an individual or an organization, you hereby affirm and guarantee that you possess the requisite permissions and authority to undertake such actions on their behalf.

8. Limitation of Warranties

THE ASSURANCES MENTIONED WITHIN THIS AGREEMENT STAND AS THE SOLE GUARANTEES PROVIDED BY LEGALNEST. BEYOND THOSE EXPLICITLY MENTIONED HEREIN, LEGALNEST ALONGSIDE ITS AFFILIATES, PARTNERS, AND ALL ASSOCIATED ENTITIES (REFERRED TO AS “LEGALNEST ENTITIES”), OFFER NO ADDITIONAL WARRANTIES, BE THEY EXPLICIT OR IMPLIED, CONCERNING THE SERVICES, OUR TECHNOLOGY, OR TOOLS. ALL SERVICES, TECHNOLOGY, AND TOOLS ARE PROVIDED “AS IS” AND BASED ON AVAILABILITY. WE DON’T ASSERT THAT THE SERVICES OR TECH WILL MEET YOUR REQUIREMENTS, GUARANTEE CONTINUOUS, SECURE, ERROR-FREE, OR VIRUS-FREE SERVICES, OR THAT THE RESULTS OBTAINED WILL BE ACCURATE OR RELIABLE. THE ONUS LIES ON YOU TO ASCERTAIN THE ACCURACY OR ADEQUACY OF THE SERVICES FOR YOUR SPECIFIC NEEDS. WE HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF SUITABILITY, MERCHANTABILITY, AND NON-INFRINGEMENT. IN JURISDICTIONS WHERE IMPLIED WARRANTIES CANNOT BE EXCLUDED, SUCH WARRANTIES SHALL BE LIMITED TO A 60-DAY PERIOD FROM THE DATE OF YOUR AGREEMENT ACCEPTANCE OR FROM THE START OF THE RELEVANT SERVICE, WHICHEVER IS EARLIER.

9. Constraints on Liability

THE FEES WE CHARGE UNDER THIS AGREEMENT DO NOT REFLECT AN INCLUSION OF ASSUMPTION BY LEGALNEST ENTITIES FOR THE POTENTIAL RISK OF INDIRECT DAMAGES ON YOUR PART. UNDER NO CIRCUMSTANCES SHALL LEGALNEST BE HELD ACCOUNTABLE FOR INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, REVENUE, PROFITS, OR OTHER FINANCIAL LOSSES), WHETHER RESULTING FROM WARRANTY OR CONTRACT BREACH, NEGLIGENCE, OR OTHER LEGAL GROUNDS, ARISING IN RELATION TO THIS AGREEMENT. EXCLUDING AMOUNTS OWED TO US PURSUANT TO THIS AGREEMENT AND THE INDEMNIFICATION STIPULATIONS PRESENTED IN SECTION 10, THE PEAK LIABILITY OF EITHER PARTY, REGARDLESS OF WHETHER IT STEMS FROM CONTRACT BREACH, WARRANTY ISSUES, TORT, OR OTHER SOURCES, SHALL NOT SURPASS THE GREATER OF THE FEE YOU PAID FOR THE DEFICIENT SERVICES IN THE TWELVE (12) MONTHS LEADING UP TO THE CLAIM OR ONE HUNDRED US DOLLARS.

The parties recognize that the limitations detailed in this section correlate directly with the fees associated with the Service. Any further liability assumption on our part would necessitate a substantial increase in these fees. Some states/jurisdictions may not recognize exclusions of certain warranties or limitations on liability for indirect damages; therefore, the above stipulations may not be applicable to you.

10. Indemnity Obligations

You commit to defending, indemnifying, and safeguarding LegalNest Entities, along with their staff, officers, board members, consultants, representatives, and agents, against all consequences, losses, liabilities, claims, demands, actions, lawsuits, judgements, settlements, expenses, and costs, which include all attorney fees. These claims may arise from or relate to:

1. a) Your engagement with, or our provision of, the Services, unless resulting directly from our deliberate misconduct or extreme negligence.
   b) Any breach of this Agreement by you that adversely impacts a third party.
   c) Any content, data, or materials supplied by you.
   d) Any infringement by you or a third party accessing the Services or Our Technology using your account or identity, of any intellectual property or other rights of any third party.

Legal Nest holds the right to take exclusive charge of the defense and management of any matter that would otherwise necessitate indemnification on your part. In such a scenario, you commit to providing reasonable assistance and collaboration with us in presenting any viable defenses and/or in the defense against any legal action.

11. Dispute Resolution and Class Action Waiver

11.1. Choice of Judicial Forum

Except where specified in Section 11.5 (Arbitration), any disputes or claims related to this Agreement or the Services will exclusively be addressed in the federal or state courts located in San Francisco County, California. Both parties consent to the jurisdiction and venue of these courts.

11.2. Informing of Disputes

Should you have a dispute with us, send a written notification promptly via email to info@legalnest.com. We may similarly notify you of disputes by sending a notification to the address and/or email address you’ve provided in your Order Form.

11.3. Applicable Law

This Agreement is governed by the laws of the State of Texas, any prevailing U.S. federal law, including the Federal Arbitration Act, and excludes any conflict of law principles.

11.4. Informal Dispute Resolution

Before commencing any formal proceedings, both parties commit to attempting resolution by notifying the other as specified in Section 11.2. If no resolution is reached within 30 days, either party can proceed with formal actions.

11.5. Arbitration Agreement

Both parties consent to resolve disputes or claims related to this Agreement or the Services via final and binding arbitration, under the guidance of the Federal Arbitration Act. The arbitration shall be overseen by the American Arbitration Association (AAA) as per its Commercial Arbitration Rules. Arbitration will be held in Houston, Texas or another mutually agreed location.

11.6. Exceptions to Arbitration

In situations where either party seeks solely injunctive relief or certain other exceptions as specified, state and federal courts in Fort Bend County, Texas, will have exclusive jurisdiction. This includes scenarios where the claim or action is for injunctive relief under this Agreement.

Claims falling within the small claims court jurisdiction can be pursued in said court.

11.7. CLASS ACTION WAIVER

BOTH PARTIES AGREE TO WAIVE THE RIGHT TO INITIATE OR PARTICIPATE IN CLASS ACTION LAWSUITS AGAINST THE OTHER, UNLESS PROHIBITED OR DEEMED CONTRARY TO PUBLIC POLICY BY LAW OR JUDICIAL RULING.

11.8. Opt-Out of Arbitration

Should you choose not to be bound by these arbitration clauses, you must notify us within 30 days of the Effective Date by emailing opt-out@legalnest.com, unless a longer duration is mandated by law.

11.9. Batch Arbitration

For efficiency, if 100 or more similar arbitration claims are presented against us by or coordinated by the same law firm(s) or organization(s) within close proximity, they will be batched in groups of 100. This provision does not authorize any form of class arbitration.

11.10. Amendments to Dispute Resolution Clause

If changes are made to this Section 11 (excluding Section 11.2), you may reject them by notifying us following the procedure in Section 11.8 within 30 days of the alteration. If you’ve already opted out of arbitration as specified in Section 11.8, you don’t need to reject subsequent changes to this section.

12. Miscellaneous

12.1. Updates to Terms: We may amend these terms over time. You’ll be notified of significant changes, and your continued use indicates acceptance. If you disagree with the changes, specific provisions allow you to remain on prior terms until the end of your current subscription.

12.2. Severability: Invalid provisions won’t affect the validity of the rest of the Agreement.

12.3. Assignment: You cannot assign this Agreement, but we can.

12.4. Electronic Notices: We’ll communicate via email, so keep your account information up-to-date.

12.5. Entire Agreement; Amendments: This Agreement is the entire agreement between both parties, superseding any prior discussions. Only written amendments that specify they are altering this Agreement and are signed by both parties are valid.

12.6. Order of Precedence; Interpretation: In conflicts between these terms and an Order Form, the Order Form prevails.

12.7. Third-Party Beneficiaries: Only the “Provider Entities” are third-party beneficiaries for Sections 8-10. Otherwise, there aren’t any.

12.8. No Employment/Partnership/Agency: The parties are independent contractors.

12.9. No Publicity: No public statements about the Agreement or the relationship without the other’s consent.

12.10. Compliance: The Services must comply with U.S. and other export laws. The Services don’t guarantee HIPAA compliance, and you must notify us of any HIPAA requirements.

12.11. Unfair Competition: You can’t use our Services to build a competing product.

12.12. Waivers: Failure to exercise a right isn’t a waiver of that right.

12.13. Force Majeure: Neither party is liable if performance is prevented by events beyond their reasonable control.

12.14. Typographical Errors: We can refuse or correct pricing errors.

13. Definitions

Agreement: Refers to the “Legal Nest Service Terms,” encompassing the entirety of Sections 1 through 12, any Order Form(s) related to this Agreement, and all written agreements between you and Legal Nest regarding the Services provided.

Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” implies ownership of more than 50% of the voting rights or equity interests.

Customer Data: All data or information you provide to Legal Nest for the provision of the Services, excluding aggregated or anonymized data that cannot be traced back to you.

Delegates: Those working on behalf of an entity or its Affiliates, including employees, consultants, service providers, agents, and professional advisors.

Our Technology: Digital tools and assets developed by or for Legal Nest, including software tools, websites, cloud platforms, automated forms, and other related technologies.

In-House Solutions: Specific technologies crafted by or for Legal Nest, which may encompass integrations with third-party platforms, software protocols, checklists, and other similar technologies.

Third-Party Platforms: External products or services integrated with or used in conjunction with Legal Nest’s offerings, such as payroll software providers or other relevant services.

Order Form: The document, digital or physical, where Services are requested and detailed, explicitly outlining the scope, fees, and any other pertinent terms.

Services: All offerings provided by Legal Nest, as detailed in this Agreement and any associated Order Form.

Confidential Information: Any information marked as confidential or typically recognized as confidential shared between the parties in the context of this Agreement.

Primary Duration: The initial period for which you’ve paid or owe subscription charges for the Services.

Subsequent Duration: The duration following the Primary Duration, where your subscription for certain Services will automatically renew.

Defined Duration: Periods set legally or by your administrative decisions that influence the delivery or billing cycle of specific Services.

User: Designated individuals granted access to specific functionalities of Our Technology.