Terms & Conditions

These Terms of Use, along with all other agreements, disclaimers, and disclosures displayed on the Soxton website (the "Terms") state the terms and conditions under which you may use the website (located at Soxton.AI, the "Site"). By accessing or using the Site in any way, including using the data, text, reports, templates, agreements, chat functionality, and other materials made available or enabled via the Site (the "Soxton AI Materials"), clicking on the "I accept" button, and/or browsing the Site, you agree to follow and be bound by these Terms. PLEASE NOTE THAT THE TERMS OF USE ARE SUBJECT TO CHANGE BY SOXTON IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Soxton will make a new copy of the Terms of Use available on the Soxton Site. We will also update the "Last Updated" date at the top of the Terms of Use. You should check these Terms of Use, available through a link on every page of the Soxton Site, each time you use the Soxton Site to determine if any changes have been made. If you use the Soxton Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the amended Terms of Use.

The Soxton Site is an online portal that provides users with general information and access to certain self-help, "fill in the blank" forms (the "Forms"). The Soxton Site is not intended to constitute specific legal, tax and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the Soxton Site are the opinions of the particular author and may not reflect the opinions of Soxton or any individual attorney. Without limiting the foregoing, the Soxton Site may not reflect recent developments in the law, may not be complete, and may not be accurate in, or applicable to, your jurisdiction. Because the Soxton Site is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any Soxton Materials. Instead, you should consider obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction. Soxton has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures, which include executing an engagement letter and addressing conflicts of interest as required by applicable Rules of Professional Conduct. You agree that your access and use of the Soxton Site, your transmission of e-mails to addresses on the Soxton Site, or other communications via the Soxton Site, do not create an attorney-client relationship between Soxton and you or your company. You should not send us any confidential information in connection with your use of the Soxton Site. Such communications will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential.

You acknowledge that the Soxton Site is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You are granted a limited, non-sublicensable license to access and use the Soxton Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Soxton for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the Soxton Site; (2) the distribution, public performance or public display of all or any portion of the Soxton Site; (3) modifying or otherwise making any derivative uses of the Soxton Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Soxton Site, except as expressly permitted on the Soxton Site; (6) making any portion of the Soxton Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the Soxton Site; or (8) any use of the Soxton Site for other than its intended purpose. Soxton grants you a limited, personal, non-exclusive, non-transferable license to use our Forms for your own personal internal business use. You understand that the download and/or use of a Form is neither legal nor tax advice nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs. By downloading Forms, you agree that the Forms you download may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of Soxton. Soxton hereby grants you permission to download, view, copy and print the Soxton Materials solely for your personal, informational, non-commercial use, provided that the Soxton Materials are not used to directly or indirectly create, train, develop or improve any proprietary or third party machine learning, large language models or artificial intelligence services.

You acknowledge that you, and not Soxton, are entirely responsible for all information, data text, messages and/or other materials ("Content") that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the Soxton ("Your Content"), and other users of the Soxton GO Site, and not Soxton, are similarly responsible for all Content they Make Available through the Soxton Site. You acknowledge that Soxton has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on the Soxton Site), although Soxton reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. Soxton has no obligation to store any of Your Content that you Make Available on the Soxton Site (although it may choose to do so). Where Your Content contains your personal data (such as your name and voice), Soxton will collect, use and disclose your personal data in compliance with all applicable personal data protection laws and our Privacy Notice. You acknowledge and agree that any interactions between you and Soxton may be recorded and/or monitored for training, quality assurance or other business purposes. Soxton is entitled, except to the extent prohibited by applicable law, to use and disclose Your Content to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for technical support or other services, or (e) protect the rights, property or personal safety of Soxton, its users or the public, and all enforcement or other government officials, as Soxton in its sole discretion believes to be necessary or appropriate.

As a condition of use, you agree not to use the Soxton Site for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through the Soxton Site that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Soxton's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Soxton; (f) interferes with, or attempts to interfere with, the proper functioning of the Soxton Site or uses the Soxton Site in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Soxton Site, including but not limited to violating or attempting to violate any security features of theSoxton Site, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Soxton Site, introducing viruses, worms, or similar harmful code into the SoxtonSite, or interfering or attempting to interfere with use of the Soxton Site by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" theSoxton Site.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, IS AT YOUR SOLE RISK, AND THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. SOXTON AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "SOXTON PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE SOXTON SITE, INCLUDING THE FORMS AND CHATBOT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Forms may not be appropriate for your particular circumstances. Furthermore, local laws, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Forms are only samples and may not be applicable to a particular situation. The Soxton chatbot is designed to provide general information on various topics, including those related to Soxton; however, our chatbot is an automated system, and we cannot guarantee the accuracy, completeness, or up-to-date nature of the information provided. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SOXTON BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SOXTON SITE WHETHER OR NOT SOXTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF SOXTON IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SOXTON SITE SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE SOXTON PARTIES. You agree to indemnify, hold harmless, and make Soxton whole for any and all claims, losses, liabilities, damages, and expenses (including attorneys' fees) arising from your use of the Soxton Site or any violation of these Terms, including any claims that the information or forms provided were inaccurate or insufficient for your purposes.

Subject to the terms of this agreement to arbitrate ("Arbitration Agreement"), you and Soxton agree that all disputes or claims between you and Soxton that arise out of or relate in any way to your use of or access to the Services or the Soxton's site, or to these Terms, including prior versions of these Terms, (each, a "Dispute") will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Soxton agree to try to first resolve Disputes informally by contacting the other party in writing (the "Notice of Dispute"). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Soxton may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the "FAA"), 9 U.S.C. § 1 et seq. You and Soxton agree that JAMS will administer the arbitration in accordance with the JAMS Comprehensive Arbitration Rules & Procedures. You and Soxton agree that, by entering into this Arbitration Agreement, ALL PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

Notwithstanding any of these Terms, Soxton reserves the right, without notice and in its sole discretion, to terminate your license to use the Soxton Site, and to block or prevent your future access to the Soxton Site. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Soxton Site (the "Feedback") that is provided by you in the form of e-mail or other submissions to Soxton, or any postings on the Soxton Site, are (as between you and Soxton) non-confidential and shall become the sole property of Soxton. Any discussion of U.S. tax matters contained herein (including any Soxton Materials available at the Site) is 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 transaction or other matter. We may hyperlink to or otherwise make third party information available on the Soxton Site. This is done solely for the purposes of convenience. We do not endorse or approve of any such third party information or such third parties. You may not access, download, use or export the Soxton Site in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.