Legal Plan Contract
Last Updated: 5/10/2024
This legal plan contract (the “Agreement”) is by and between you (the “Principal Member”) and Swyft Filings for the Legal Plan services described below. The terms of this Agreement become effective on the date you purchase Legal Plan services or accept a free trial of such services (the “Effective Date”). Throughout the Agreement, the terms "we", "us", and "our" refer to Swyft Filings.
When you enroll in a Legal Plan, you agree to the terms and conditions of this Agreement. If you enroll in a promotional free trial, the Effective Date will take effect at the beginning of the free trial, and you will accept terms regarding payment upon confirmation and enrollment in a full membership plan. The Swyft Legal website’s Terms of Service and Privacy Policy are fully incorporated into this Agreement as if set forth fully herein.
WE ARE NOT LAWYERS, A LAW FIRM, OR A LAWYER REFERRAL SERVICE. WE DO NOT PROVIDE LEGAL ADVICE. SIGNING UP FOR LEGAL PLAN SERVICES IS NOT A SUBSTITUTION FOR PROFESSIONAL INDEPENDENT LEGAL ADVICE MADE AVAILABLE BY THE LEGAL SERVICE PROVIDERS WHO PARTICIPATE IN THE PLANS.
1. Definitions.
Document Review. A “Document Review” is an examination and analysis of a document to identify potential legal issues. A Document Review does not include making any revisions or modifications to a document.
Eligible Plan Participant. Any of the following are an “Eligible Plan Participant”:
A business designated by the Principal Member;
The Principal Member's spouse or domestic partner, if they have received permission from the Principal Member to use the Legal Plan;
Dependents of the Principal Member aged 26 or below, if they have received permission from the Principal Member to use the Legal Plan; and
Dependents of the Principal Member of any age who have a disability of any kind that prevents them from gainful employment, who is living in the Principal Member's primary residence, and have received permission from the Principal Member to use the Legal Plan.
Legal Occurrence. A “Legal Occurrence” is a singular event or transaction that gives rise to one or more legal matters.
Legal Plan. A “Legal Plan” is a subscription service that gives Plan Members access to specified benefits from Participating Legal Service Providers
Participating Legal Service Provider. A “Participating Legal Service Provider” is an attorney, law firm, or other legal service provider, such as a patent agent, that has entered into an agreement with us to provide legal services to Plan Members
Plan Member. A “Plan Member” is the Principal Member or an Eligible Plan Participant
2. Eligibility. In our sole discretion, we reserve the right to refuse or accept your membership in our Legal Plan. Your Legal Plan is not assignable to any other persons or entities other than Eligible Plan Participants. The terms and conditions set out in this Agreement will also apply to any Eligible Plan Participants that use the Legal Plan.
3. Legal Plan Benefits. Your Legal Plan services include the following benefits (herein incorporated to the use of Legal Plans hereinafter):
Telephone consultations not to exceed thirty minutes in the aggregate for each new Legal Occurrence.
A Document Review of legal documents of up to ten (pages) related to a single Legal Occurrence followed by a telephone consultation not to exceed thirty (30) minutes related to the reviewed legal documents. For the purposes of this agreement, the determination of what constitutes ten pages shall be at the sole discretion of the Participating Legal Service Provider.
Any changes to your entity formation documents within the first 30 days after you enroll in a legal plan, provided that the State of formation for your entity is Colorado, Connecticut, D.C., Florida, Idaho, Louisiana, Maine, Maryland, Montana, Nebraska, New Mexico, New York, North Dakota, Oklahoma, Oregon, Texas, Utah, Washington, West Virginia, or Wyoming.
4. Provision of Legal Plan Benefits. Participating Legal Service Provider rendering these services will further explain the limitations as they apply to your matters and obtain your specific consent to their limitations. If legal representation is needed for a matter and agreed to by the Plan Member, then the Participating Legal Service Provider may offer representation to you at a 25 percent discount from their normal rates. We are not obligated in any way to pay any attorneys' fees on your behalf for any services. You are free to hire your own legal representatives unrelated to the Legal Plan at your own expense and at rates you negotiate with that legal service provider, lawyer, or firm. Should you choose to do so, we are under no obligation to pay for any such services or secure any discounts on your behalf.
You acknowledge and agree that we do not provide any legal services, legal advice and do not employ or engage any of the Participating Legal Service Providers who provide services to you. All Participating Legal Service Providers available to you through the Legal Plan are independent lawyers, law firms and legal service providers who have agreed to provide services directly to you. The provision of services under this Legal Plan by a Participating Legal Service Provider does not constitute representation in a legal matter, nor does it constitute an agreement to represent you in a Legal Occurrence. A consultation or Document Review provided under this Legal Plan does not create an attorney-client relationship between you or the Participating Legal Service Provider. This Agreement does not constitute an engagement agreement. Representation by a Participating Legal Service Provider requires you and the Participating Legal Service Provider to enter into a a separate engagement agreement. Any and all engagement agreements between you and the Participating Legal Service Providers are separate from us and independent agreements. To the extent any such Participating Legal Service Providers are mentioned or referenced on our website or on our communications to you, their contact information is provided as their advertising. These Participating Legal Service Providers have agreed to provide the services covered by the Legal Plans without charge to you other than the costs of the Legal Plans in the areas of law of which they are qualified in the jurisdictions where they are admitted to practice. The Participating Legal Service Providers will have to conduct a conflicts-of-interest check to make sure that your legal interests do not conflict with their other past or present clients before they agree to represent you. Because of conflicts or other ethical and professional concerns, a Participating Legal Service Provider may have to decline providing you with a consultation or an engagement. In the event a specific Participating Legal Service Provider is not able to represent you, you may select another Participating Legal Service Provider from those participating in the Legal Plan. We do not guarantee that there will be an available Participating Legal Service Provider that will be able to address your specific Legal Occurrence. We will not and do not select any lawyer, law firm, or legal service provider on your behalf. We do not warrant or make any guarantees regarding the quality of their advice or representation. We do not interfere or participate in any way with the professional judgments of the Participating Legal Service Provider who you have selected to provide you with legal services. The inclusion of any lawyers or any law firms on our website is not a recommendation, endorsement or sponsorship of any particular lawyer, legal service provider, or law firm. Additionally, we are not a Prepaid Legal Services Program as defined by Prepaid Legal Services Act, Texas Occupation Code, Title 5, Subtitle B, Chapter 951.
5. Additional Benefits. Depending on the services you select when you sign up for your Legal Plan, you may be entitled to additional benefits provided by us or through strategic partnerships we have with third-party providers. These additional benefits, outlined in your specific plan and listed in your account, may include the following:
The filing of one copyright per month with the filing fees charged separately
The filing of one trademark per year with the filing fees charged separately
The use of a legal and business form builder to create your own legal and business forms
One business filing such as a corporate formation, d/b/a filing, or foreign qualification per year with the filing fees charged separately
Your use of any such additional benefits is governed by the Subscription Terms contained in our Terms of Service.
6. Exclusions from the Legal Plans. You acknowledge and agree that the following are specifically and expressly excluded from the Legal Plans and are not included in any benefits to which you are entitled:
Any Legal Occurrence that concerns in any way, directly or indirectly, Swyft Filings, its officers, directors, employees, agents, representatives or affiliates.
Any Legal Occurrence or requested course of action that the selected Participating Legal Service Provider decides, in its sole discretion, is frivolous, brought in bad faith, would constitute harassment, or objectively lacks merit in law or fact.
Unless otherwise agreed to by you and the Participating Legal Service Provider you select to provide you with services under the Legal Plan, any Legal Occurrence that involves laws or jurisdiction outside of the United States.
Unless otherwise agreed to by you and the Participating Legal Service Provider you select to provide you with services under this Legal Plan, any Legal Occurrence that involves an appeal beyond the trial court for any proceeding.
Any Legal Occurrence adverse to, in any way, the providing of services to you by any Participating Legal Service Provider by and through the Legal Plan or any engagements that arose out of any services provided to you by any Participating Legal Service Provider as a result of the Legal Plan. This does not mean that a conflict will arise simply because another Participating Legal Service Provider that has agreed to provide services is representing another client adverse to you. This provision shall not be deemed to limit the liability of a Participating Legal Service Provider to you, but only that you may not use the Legal Plan services to pursue that liability.
Any Legal Occurrence that is adverse to, or involving in any way, a claim by a Plan Member against any other Plan Member that is under the same membership plan.
Unless otherwise agreed to by you and the Participating Legal Service Provider you select to provide you with services under this Legal Plan, any Legal Occurrence that relates to facts or a transaction that occurred prior to the Effective Date or enrollment of the plan.
Any additional benefits listed in section 5 that you have not opted-in to receive.
7. Your Authority to Enter this Binding Agreement. You represent and acknowledge that you have the legal authority and capacity to enter into this Agreement regardless of whether you are entering into this Agreement on behalf of yourself individually or on behalf of a legal entity. Otherwise, you may not sign up for a Legal Plan. You acknowledge that we are reasonably relying upon your representation and any other action that indicates that you have the necessary authority to enter into this Agreement.
8. Payment Terms. You agree to pay the charges as set forth at checkout at the time of checkout for your initial purchase which may include subscriptions and varying costs depending on the length of the initial purchase. Even if you paid for a longer period than the initial period, you agree to be liable for each renewal due immediately and in full for the next renewal period. Your account will be renewed pursuant to the terms of your initial purchase, unless changed, regardless of whether you access the site or avail yourself of the benefits of the Legal Plans during your initial subscription period. We may, but are not obligated to, provide you with notice by email or otherwise of a renewal of your subscription. YOUR MEMBERSHIP WILL BE RENEWED UNLESS CANCELED BY YOU OR OTHERWISE TERMINATED PRIOR TO THE RENEWAL DATE.
You agree to let us charge the credit card you provide us with the initial purchase for any applicable renewal charges. If you do not cancel, your credit card will be charged on the billing date applicable to your account. If your purchase date is on a day of the month longer than days in the current billed month, you will be billed on the last day of the shorter month. The renewal charge will be the same as the initial purchase price of the Legal Plan unless otherwise modified by us. Although you may have access to promotional discounts or discounts, the Legal Plans are priced according to the rates displayed on the website. If you order a promotional free trial membership, you are subject to this Agreement. At the expiration of the trial membership, you will be enrolled in a paid Legal Plan, which will renew automatically, charging the credit card you provided to us UNLESS CANCELED PRIOR TO THE END OF THE TRIAL MEMBERSHIP. To the extent there are any fees owed for legal services to the Participating Legal Service Providers rendering services to you not covered by the Legal Plans, you will pay those directly to the Participating Legal Service Provider. These Participating Legal Service Providers are not our employees or agents and have no financial obligations to us. We cannot obtain any refunds or assist with any fee disputes you have with any Participating Legal Service Providers you select and retain for additional services through a Legal Plan.
9. Adjustment of Payment Terms. We reserve the right to change the price of any renewal terms. You will be provided with at least thirty (30) days' notice of any changes to subscription terms. If you do not cancel your service during the advance notice period, you shall be deemed to have accepted the adjusted payment terms on any subsequent subscription terms. You acknowledge and understand that any such notice will be provided to the email you provide us with when you set up your account and that notice by email of any adjustments is reasonable and adequate.
10. Termination by Us. We can terminate or cancel your account for any of the following reasons:
A missed payment due on the billing date that is not corrected within one month.
Any chargebacks, rejection of payment by your credit card or any other reason that payment is not cleared by the credit card company. Notwithstanding any termination or cancellation, we reserve the right to make up to five attempts to make up for any past due amounts through the credit card provided or any updates thereto automatically provided by the credit card company.
Any unauthorized use of the Legal Plan service or abuse of the Legal Plan, our employees, agents, or the Participating Legal Service Providers.
11. Cancellation. You can cancel your account for any of the following reasons:
You will have ten days after this document is placed in your account to review and examine this Agreement. If you cancel during this ten-day period and have not used any of the services, this Agreement will be void from the beginning as if we never entered into any agreement and we will refund any amounts you have paid.
You can cancel your Legal Plan at any time by contacting us at [email protected]. After a cancellation by you, your Legal Plan will remain active until expiration of the period when the cancellation was made.
See also Section 15. “Implementation and Use of the Plans” below.
12. Post- Termination. After termination of your Legal Plan by you or us, you and your Eligible Plan Participants will not have access to your Legal Plan benefits. Any termination or cancellation of your Legal Plan will have no effect on any agreement you or your Eligible Plan Participants have made with a Participating Legal Service Provider.
13. Reactivation. You can reactivate an account by making up any past due amounts unless we terminate your account because of unauthorized use of the Legal Plan services or other abuse of the Legal Plan, our employees, agents, or Participating Legal Service Providers. Your new billing date will be the date you reactivate your account and pay all past due accounts.
14. The Legal Plan is NOT Insurance. The Legal Plans we offer are not contracts of insurance or indemnification insurance plans. Our Legal Plans are not regulated as if they were insurance products of any kind. We are not an insurance company and do not guarantee legal coverage for every situation. Our Legal Plans give Plan Members access to free and discounted legal services from unaffiliated Participating Legal Service Providers who have agreed to provide services to Plan Members subject to the terms stated herein. We do not make any payments to Participating Legal Service Providers for any attorney fees, expenses, or other reasons.
15. Implementation and Use of the Plans. We reserve and you acknowledge we have the right to establish the general practices and limits regarding the use and implementation of the Legal Plans, including, but not limited to, the number of free consultations Plan Members may receive in a time period related to each Legal Occurrence. Should we make any changes that diminish these services, you are entitled to terminate your plan and receive a pro-rated return of any amounts applicable to the then applicable period.
16. IRS Circular 230 Tax Advice Disclosure. In compliance with IRS Circular 230, please note that any U.S. federal tax advice contained in any communication from us (including information provided by a Firm or an attorney offering a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.
17. Translations. Any translations from English of these terms are provided for convenience only. If there is any conflict between the translation and this English version, this English version controls.
18. Notice to Texas Residents. Our Legal Plans are provided and administered by Swyft Filings, LLC, 1000 N West Street, STE 1200, Wilmington, DE 19801.
19. Governing Law and Dispute Resolution. For the purposes of this Section, references to "you," “your” and “we” "us" or “our” include our respective subsidiaries, affiliates, agents, employees, business partners, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under this Agreement or any prior agreements between us.
The arbitrability of any Disputes (as defined below) is governed by the Federal Arbitration Act and not any state laws applicable to arbitrations. Regarding the substantive law of any Disputes, to the maximum extent authorized by law, the laws of the State of Texas govern the non-arbitration related interpretation of this Agreement and the substantive law of any Dispute, regardless of conflict of laws principles. Any Dispute shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). THE ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. All determinations as to the scope, interpretation, enforceability, and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive: i) the termination of the Agreement; or ii) the bankruptcy of any party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO ARBITRATION OPT OUT, 3 GREENWAY PLAZA, SUITE 1320, HOUSTON, TEXAS 77046 ATTN: LEGAL OPT-OUT AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. Any arbitration will be conducted by the AAA under its Commercial Arbitration Rules. If the value of the dispute is $75,000 or less, its Supplementary Procedures for Consumer-Related Disputes will also apply. On disputes involving $75,000 or less, we will promptly reimburse your filing fees and pay the AAA’s and arbitrator's fees and expenses. You agree to commence arbitration only in your county of residence or in Harris County, Texas, US. We agree to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. Nothing herein prohibits us from asking the arbitrator to award all costs of the arbitration including any Administrative Fees paid on your behalf. If the Dispute is not arbitrated by the choice of the parties or a court does not compel arbitration if either party elects to arbitrate for whatever reason, the Dispute will be decided by a court without any right by either party to a trial by jury. Any such court proceeding, including any efforts to compel arbitration or initially filed lawsuits that arises out of or relates to this Agreement or use of the Sites shall be decided exclusively by a court of competent jurisdiction located in Houston, Harris County, Texas. Dispute is defined as “Any dispute, claim or controversy between you and us, our members, officers, directors, agents, parent companies and affiliated companies that arises out of or relates to this Agreement or use of the Site or Service, or otherwise regarding any aspect of your relationship with us that has accrued or may thereafter accrue, whether based in contract, statute (including, but not limited to, any consumer protection statutes, regulation or ordinance), tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort), or any other legal or equitable theory. A Plan Member has the right to file a complaint with his or her state's lawyer disciplinary authority concerning the conduct of an affiliated attorney under the Legal Plan and pursue whatever claims against an attorney as allowed by law notwithstanding the terms herein.
20. Entire Agreement. This Agreement and any agreements referenced herein, constitutes the entire agreement and understanding between you and us and govern your use of the Legal Plan, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Legal Plan Contract).
