Use of this platform does not create an attorney-client relationship.
This License Agreement (the "Agreement") is a legal agreement between you ("You") and Springmeyer Law Professional Corporation, a California professional corporation ("Springmeyer Law") for use of the Calstartuplawfirm.com website (“Website”), the servers the Site is stored on, or the computer files stored on that server (collectively, the "Service"). By clicking on the "Get Started" button, or otherwise using the Service, You agree to be bound by the terms of this Agreement.
IF YOU DO NOT AGREE TO THESE TERMS, SPRINGMEYER LAW IS UNWILLING TO LICENSE USE OF THE SERVICE TO YOU. YOU AGREE THAT YOUR USE OF THE SERVICE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
All amended terms automatically take effect 10 days after they are initially posted on this site. Your use of the Website following the effective date of any modifications to this agreement will constitute your acceptance of the agreement, as modified. You agree that notice on the Website of modifications is adequate notice.
This tool is designed to allow investors and founders to contemplate different arrangements for their pre-Series A transactions. The terms contained in this application, as well as the resulting term sheets and transaction documents, should not be given legal effect without the assistance of counsel. Springmeyer Law expressly disclaims any liability for use of this program or the resulting documents. Using this program does not create an attorney-client relationship. Please contact our office if you have any questions.
The intended use of this tool is to allow the parties of startup capital agreements to accomplish their transactions with reduced or eliminated legal expenses connected to negotiation and drafting. Our goal is to reduce the costs of startup transactions in order to make them more feasible for founders with smaller capital needs.
Springmeyer Law grants You a limited, revocable, non-exclusive, non-transferable license to use the Software to access Services for Your own individual, enterprise, or limited commercial use subject to the other terms of this Agreement. You agree not to resell the Software. You may not modify, reverse engineer, decompile or disassemble the Software. You may not copy, adapt, alter, modify, translate, or create derivative works of the Software without written authorization of Springmeyer Law. You may not permit other individuals to use the Software, including but not limited to shared use via a network connection, except under the terms of this Agreement. You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Software. You may not circumvent or disable any technological features or measures in the Software for protection of intellectual property rights. You may not use the Software in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. Any such forbidden use shall immediately terminate Your license to the Software.
2. Your Responsibility to Protect Data and Password
It is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying Springmeyer Law of any unauthorized use of your account, or breach of your account information or password. Springmeyer Law will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorney’s fees for your failure to safeguard user and password information and/or promptly notify Springmeyer Law about unauthorized use of your account or breach of your account information or password.
3. Enforcing Security
Actual or attempted unauthorized use of any of the Website may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Website without notice or further permission from you, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Website.
You will indemnify and hold Springmeyer Law, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
5. Termination of License
Springmeyer Law may terminate Your Software license with or without cause at any time. Should You breach this Agreement or fail to comply with any term of this Agreement, Your right to use the Software shall terminate immediately and without notice. You may also terminate this Agreement by simply discontinuing use of the Software.
6. Governing Law
Any claim relating to Springmeyer Law’s website shall be governed by the laws of the State of California without regard to its conflict of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the County of San Francisco, State of California and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of the Website and service provided by the Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this agreement, and the remainder of this agreement shall continue in full force and effect. A printed version of this agreement shall be admissible in judicial or administrative proceedings.
7. Waiver of Jury Trial
EACH OF THE PARTIES WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ALL CLAIMS OR CAUSES OF ACTION (INCLUDING COUNTERCLAIMS) RELATED TO OR ARISING OUT OF THIS AGREEMENT BROUGHT BY EITHER PARTY AGAINST THE OTHER. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS OF OR MODIFICATIONS TO THIS AGREEMENT.
8. No Class Actions
All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.