AGREEMENT WITH ISBA
I understand that IOWADOCS® is an electronic data base or legal forms made available by The Iowa State Bar Association ("ISBA") as a service to its members. I further understand that IOWADOCS® and the legal forms contained therein may be updated by ISBA and such updates will be provided to me while the subscription is in force.
I, as a member of ISBA on behalf of my law firm, agree to the following:
(1) Any machine-readable disks necessary to install and use IOWADOCS® shall be delivered to me at the location noted on the page opposite this Agreement. Immediately upon termination of my subscription for any reason, I agree to return to ISBA all machine-readable copies of IOWADOCS®, including any original or updated installation disks provided by ISBA, and to delete any installed versions of IOWADOCS®, and upon request of ISBA, to provide written confirmation that I have done so.
(2) I am subscribing to IOWADOCS® for an initial term commencing on the date that the program is first made available to me and ending December 31, 2014, and agree to pay therefore the annual subscription fee as set in ISBA's fee schedule for law firms of this size. Upon expiration of such an initial term, this Agreement shall automatically be renewed for successive renewal terms of one year each at the appropriate annual member subscription fee, but this Agreement may be terminated by either ISBA or me at any time by written notice to the other at least thirty (30) days in advance of the termination date. Any subscription fee paid shall be non-refundable. Any renewal will be subject to the terms and conditions of this Agreement, except ISBA may at its sole discretion increase the subject subscription fee for any renewal period by written notice provided by ISBA at least forty-five (45) days in advance of the next renewal date. Failure to pay the annual renewal fee when due shall cause immediate termination of this Agreement and my subscription.
(3) If, at any time, I find errors or defects in any of the legal forms provided with IOWADOCS®, I shall notify ISBA of the same.
(4) ISBA MAKES NO WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO ANYOF THE LEGAL FORMS IN IOWADOCS® TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ISBA BE LIABLE TO ME OR ANY OTHER PERSON FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF ISBA, UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE SHALL BE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ISBA. IN NO EVENT SHALL ISBA BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION TO THE PERFORMANCE OF IOWADOCS®, EVEN IF ISBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. I ACKNOWLEDGE THAT ISBA's SOLE OBLIGATION, AND MY EXCLUSIVE REMEDY IN THE EVENT OF ANY MATERIALAND CONTINUING NON-CONFORMITY, DEFECT OR ERROR OF IOWADOCS® SHALL BE TO TAKE REASONABLE CORRECTIVE ACTIONS UPON DISCOVERY OF THE PROBLEM. ISBA DOES NOT WARRANT THAT IOWADOCS® AND ANY LEGAL FORMS CONTAINED THEREIN WILL BE ERROR FREE. IN NO EVENT SHALL ISBA's CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY ME TO ISBA DURING THE PREVIOUS 12 MONTH PERIOD.
(5) I agree to indemnify and hold ISBA harmless, from any claim, loss or damage, including legal fees and costs of settlement, arising from the use or application in any way of legal forms provided by ISBA as part of IOWADOCS®. I understand that there are no claims, promises, representations or warranties of any nature, express or implied, with respect to any of the forms provided by ISBA as part of IOWADOCS®. My obligations under this paragraph shall continue notwithstanding any termination of this Agreement.
(6) I represent and warrant to ISBA that I will use the legal forms I receive from ISBA as part of IOWADOCS® solely for my legal practice purposes, and that I shall not reproduce, publish or distribute any of the legal forms in IOWADOCS® in any format, in whole or in part, for sale or other commercial use, except as specifically provided in this Agreement. I recognize and acknowledge that the legal forms provided in IOWADOCS® contain material original to ISBA that is copyrightable subject matter under the copyright laws of the United States, Title VII of the United States Code. I also recognize and acknowledge that ISBA has proprietary rights in its ISBA logo, and I agree to display the ISBA logo only in connection with approved IOWABAR forms contained in IOWADOCS®, and not with any forms modified in substance by me.
(7) If, at any time, I fail to make any payment to ISBA or perform any obligation under this Agreement, ISBA, in addition to all other rights and remedies, may terminate this Agreement, withhold any updates of IOWADOCS® without notice to me, recover from me any payments due hereunder, and collect from me all costs incurred in enforcing the terms of this Agreement.
(8) I will not, without ISBA's prior written consent, assign, delegate, pledge, or otherwise transfer this subscription, or any other rights or obligations under this Agreement, to any other party.
(9) This Agreement represents the entire Agreement between ISBA and me and cannot be changed orally and shall be governed by the laws of the state of Iowa. This Agreement shall not be binding upon ISBA unless ISBA accepts this Agreement in writing at its main office in Des Moines, Iowa, and receives the subject subscription fee.