Terms of Service

2.1 Desktop Software

RediDraft™ desktop software is a document assembly application designed for legal professionals, primarily estate planning attorneys. The software operates locally on your computer and enables the creation, management, and automation of legal documents.

2.2 Web Application

The RediDraft™ web application provides online access to certain features including account management, license administration, library sharing (where applicable), and collaborative features for authorized users within your organization.

2.3 API Services

Our API services enable integration between the desktop software and web services, facilitating features such as license validation, updates, library synchronization, and other authorized data exchanges.

3.1 Account Creation

To use certain Services, your organization must have an account with us. Accounts are provisioned by us; they are not opened self-service. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

3.2 Account Restrictions

You may not:

• Share account credentials with unauthorized parties
• Create accounts using false or misleading information
• Create multiple accounts without our permission
• Transfer your account without written consent

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, RediDraft™ grants you a limited, non-exclusive, non-transferable, revocable license to:

• Install and use the Desktop Software on the number of devices specified in your license
• Access and use the Web Application and API Services as authorized
• Create and modify documents using the Services for your own business purposes, including preparing documents for your clients
• Use provided Form Volumes, sample content, and documentation in connection with authorized use

4.2 License Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the Software
• Modify, adapt, or create derivative works
• Remove or alter proprietary notices or labels
• Rent, lease, lend, sell, redistribute, or sublicense the Software
• Use the Software for illegal purposes or in violation of applicable laws
• Exceed the scope of your licensed usage (users, devices, or features)
• Use the Services to develop competing products

4.3 License Structure and Definitions

RediDraft One is licensed annually, per signing attorney. The following definitions apply throughout these Terms:

• Signing attorney: a named attorney (or professional) whose estate plans or equivalent client documents are produced through the Software. The number of signing attorneys named under your license determines your license fee; attorneys at your organization whose documents are not produced through the Software are not counted
• Author seat: the seat held by each signing attorney (or other named professional, such as a designated library manager). Author seats carry authoring rights: only author seats may create or edit Form Volumes and their content. Author seats are named to individuals and may be reassigned as your staff changes; the number of author seats equals the number of signing attorneys (plus any additional author seats purchased at the same rate)
• Assembly user: any other person at your organization using the Software for variable entry, document production, or drafting. Assembly users are unlimited in number and included with every license at no additional charge; they are not named, counted, or separately licensed

You shall name as a signing attorney every attorney whose estate plans, or equivalent client documents, are produced through the Software, and shall hold no fewer author seats than the number of signing attorneys. The Software may not be used to produce those documents for an attorney who is not named.

The license fee is computed from the number of signing attorneys under the published price schedule (or your purchase agreement), and is the same regardless of deployment: Single User Desktop, Private Web, or SaaS Web. All updates, including major-version upgrades, are included while your license is active; adopting a new major version is never required.

Licenses purchased under previous licensing structures (including Single User Desktop, Small Team, and Site License structures) continue in force on the terms and pricing under which they were purchased, and renew on those terms.

4.4 Annual License Terms

The following terms apply to every RediDraft One annual license, on every deployment:

• The license is an annual term license; the fee includes the software, author seats for your named signing attorneys, unlimited assembly users, all updates (including major-version upgrades), and support
• For a new license purchased with a starter build, the license term commences at go-live, when your organization is first able to produce live client documents with the Software, and each renewal term runs from that anniversary
• Signing attorneys (and additional author seats) may be added at any time during a license term at the then-current marginal rate under the published price schedule, pro-rated for the remainder of the license year and invoiced at the time of the addition
• One license fee applies regardless of deployment: you may run Single User Desktop, Private Web, or SaaS Web, and you may change deployment, including between hosted and self-hosted in either direction, at any time during your license term by arrangement with us; deployment changes require an active license, are performed with our assistance rather than self-service, and are provided at no additional charge
• A license operates one deployment at a time: your organization uses the same deployment, and mixed environments, with some users self-hosted while others use hosted services, are not supported
• The Private Web deployment is a single-tenant installation on a server within your firm or in a cloud account your firm owns; an optional managed-server service is available for an additional monthly fee, the server and account remain yours, and the service may be added or canceled at any time. The managed-server service requires an active license; if your license lapses, the managed-server service ends, although the software continues to function on your server as described below
• On the Desktop deployment, license validity is verified locally on your machines; no account or internet connection is required
• The software must be used solely for your organization's own business purposes, which expressly include preparing documents and deliverables for your clients
• You may not provide third parties with access to the software itself, and you may not operate it as a document-assembly service bureau on behalf of other organizations
• You may not resell, redistribute, or offer the software as a service (SaaS) to others, and you may not white-label or rebrand the software for commercial purposes
• For self-hosted deployments (Desktop and Private Web): if your license expires, the software will continue to function fully and without restriction on your own infrastructure; what ends is updates and technical assistance
• For the SaaS Web deployment: you may export your libraries and Form Volumes at any time during your license term; if your license expires, access to the hosted service is suspended, and you may contact support to arrange export. Suspended accounts are subject to deletion after 90 days; once an account is deleted, its libraries and Form Volumes cannot be recovered, and support cannot export them for you
• Renewing at the then-current rate within twelve (12) months of expiration restores updates and support; the renewal is applied retroactively from your expiration date, so your renewal anniversary does not change and a lapse does not extend the next renewal date; for the SaaS Web deployment, renewal restores access to your hosted libraries and must occur within the 90-day suspension window, as after deletion your previous content cannot be restored
• If a license remains expired for more than twelve (12) months, reinstatement requires the purchase of a new first-year license at the then-current first-year rate; renewal pricing no longer applies

Violation of these restrictions will result in immediate termination of your license without refund.

4.5 Assessment Terms

The assessment is a paid, fixed-fee engagement and the first step of a new client engagement:

• The assessment fee is stated at the time of purchase under the published price schedule and is determined by the number of signing attorneys
• Your organization provides representative executed documents and its provision sets; we deliver a written report covering the consistency of your source provisions, the complexity of your variables, and your organization's confirmed fixed price for the starter build
• If you proceed to a starter build, the assessment fee is credited in full against the starter build price
• If you do not proceed, you keep the report and owe nothing further; the assessment creates no obligation to purchase a build or a license

4.6 Starter Build Terms

The starter build is a fixed-scope, fixed-price professional services engagement, at the price confirmed by the assessment:

• The scope comprises five core documents (revocable trust, pour-over will, financial power of attorney, healthcare directive, and certification of trust) built as working Form Volumes from your organization's own provisions, with two revision rounds per document included
• Work beyond that scope, including additional revision rounds, additional documents, or material changes to source provisions after a document's build has begun, is handled through a written change process priced before the work is performed
• The build is conducted in Build mode, using sample matters only; no real client data is used during the build
• Documents produced in Build mode carry a visible watermark and are not suitable for, and may not be used in, client work
• Diagnostic data is recorded during Build mode to support the build; your organization may review that data at any time, and at go-live it is exported to your organization on request and then deleted
• Go-live is scheduled when two things are true: your starter build is complete and your reviewing attorney has accepted the Form Volumes as fit for client work, and the first-year license fee is paid
• At go-live we verify your chosen deployment, Build mode ends, and watermarks are removed; the license term then commences as described in Section 4.4. Most of the starter build fee is invoiced at and after go-live, as described in Section 6.1
• Form Volumes produced by the build are User Content under Section 5.2: they are built from your provisions and belong to your organization
• Timelines for the build depend on your organization's provision of source materials, availability of a reviewing attorney with sign-off authority, and turnaround on revision rounds

5.1 RediDraft™ Property

All rights, title, and interest in and to the Services, including all software, designs, text, graphics, logos, and content, are and remain the exclusive property of RediDraft™ and its licensors. These Terms do not grant you any rights to use RediDraft™ trademarks or other brand features.

5.2 User Content

You retain all rights to documents and content you create using the Services ("User Content"). By using the Services, you grant RediDraft™ a limited license to:

• Process and display User Content as necessary to provide the Services
• Create backups and archives as part of service operations
• Access User Content when providing support (with your permission)

5.3 Feedback

Any feedback, suggestions, or improvements you provide regarding the Services may be used by RediDraft™ without restriction or compensation.

6.1 Fees and Billing

• License fees are billed annually and due in advance unless otherwise specified
• The optional Private Web managed-server service is billed monthly, may be added or canceled at any time, and requires an active license
• The first-year fee for a license may differ from the annual renewal fee; both are stated at the time of purchase
• Annual license renewals are billed in advance of each license term at the then-current renewal rate
• Signing attorneys or author seats added during a license term are billed at the then-current marginal rate under the published price schedule
• Assessment fees are due at the time the assessment is ordered and are credited in full against the starter build fee. The first-year license fee is invoiced when your organization elects to proceed following the assessment. The remaining starter build fee is invoiced in two parts: the first at go-live, and the balance when your organization confirms its library is working or 90 days after go-live, whichever comes first. The amount of each part is stated in your build agreement
• All fees are non-refundable except as required by law or as explicitly stated
• We reserve the right to change prices with 30 days' notice

6.2 Taxes

You are responsible for all applicable taxes, except for taxes based on RediDraft™'s net income. Prices do not include such taxes unless explicitly stated.

6.3 Late Payment

Late payments may result in:

• Service suspension or termination
• Interest charges at 1.5% per month or the maximum allowed by law
• Collection costs and attorney fees

8.1 Data Processing

Your use of the Services is subject to our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you consent to our data practices as described in the Privacy Policy.

8.2 Data Security

While we implement reasonable security measures, you acknowledge that no method of transmission or storage is 100% secure. You are responsible for maintaining the security of your account and any data stored locally using the Desktop Software.

8.3 Client Data Responsibility

For Desktop Software users: You are solely responsible for all client data and documents created or stored using the software. RediDraft™ does not access, monitor, or back up locally stored data unless explicitly authorized for support purposes.

10.1 Software Updates

We may provide updates, patches, and new versions of the Software. Some updates may be mandatory for continued use of the hosted Services; software running on your own machines or servers continues to function as described in Section 4 whether or not updates are installed. You agree to install critical security updates promptly where they apply.

10.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time. We will provide reasonable notice for material changes that negatively impact your use.

14.1 Termination by You

You may terminate your account at any time by contacting us. Termination does not entitle you to any refunds unless required by law.

14.2 Termination by RediDraft

We may suspend or terminate your access immediately if:

• You violate these Terms
• You fail to pay fees when due
• We suspect fraudulent, abusive, or illegal activity
• Required by law or court order
• We discontinue the Services (with notice when practicable)

14.3 Effect of Termination

Upon termination:

• Your license to use the Services immediately ends
• You must cease all use of the Services
• You must destroy all copies of the Software in your possession
• Expiration or non-renewal of an annual license is not a termination under this section: lapse is governed by Section 4, and software running on your own machines or servers continues to function as described there
• For hosted accounts (SaaS Web, and Classic libraries stored in RediDraft Cloud): your account is suspended and subject to deletion after 90 days; once deleted, its libraries and Form Volumes cannot be recovered or exported, so arrange any export with support before then
• Provisions that should survive termination will remain in effect

15.1 Informal Resolution

Before filing any legal action, you agree to try to resolve disputes informally by contacting us at legal@redidraft.com. We will attempt to resolve disputes informally for at least thirty (30) days.

15.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association, except you may assert claims in small claims court if eligible.

15.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES WITH REDIDRAFT ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable purchase agreements, constitute the entire agreement between you and RediDraft™ regarding the Services.

18.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

18.3 No Waiver

Our failure to enforce any right or provision is not a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations without restriction.

18.5 Force Majeure

Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.