Welcome, and thank you for your interest in www.estatesync.co (the "Website" or "Site") owned and
operated by EstateDog, Inc., a Delaware Corporation, and hereafter referred to in these Terms of Service
as "EstateSync", "us", "our" or "we". Unless otherwise specified, all references to our services (the
“Service” or "Services") include the content, services, and products available through the Website, as
well as any software that EstateSync provides to you that allows you to access the Services. The term
"user", "you" or "your" refers to the user of the Service, including visitors that do not register for an
account with EstateSync. The following Terms of Service (the "Terms" or the "Agreement") are a legally
binding contract between you and EstateSync regarding your use of the Service.
ESTATESYNC DOES NOT PROVIDE FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE, ("PROFESSIONAL ADVICE")
AND THE USE OF OUR WEBSITE AND OUR SERVICES DOES NOT CREATE A FIDUCIARY RELATIONSHIP BETWEEN
THE USERS OF OUR SERVICE AND ESTATESYNC. OUR WEBSITE CONTENT AND OUR SERVICES ARE NOT INTENDED
TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SHOULD NOT BE CONSIDERED AS SUCH. YOU SHOULD
NEVER USE THE INFORMATION YOU OBTAIN ON OUR SERVICES IN PLACE OF PROFESSIONAL ADVICE. ALWAYS
SEEK THE ADVICE OF A QUALIFIED OR LICENSED FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVISOR.
USERS OF ESTATESYNC MAY ELECT TO SHARE ACCESS TO THEIR ACCOUNT, AND THE INFORMATION THEY HAVE
STORED USING OUR SERVICES, WITH TRUSTED CONTACTS SUCH AS FAMILY MEMBERS, FINANCIAL ADVISORS,
LEGAL COUNSEL, TAX PROFESSIONALS, OR OTHER CONTACTS. USERS MAY ALSO PERMIT THESE CONTACTS TO
EDIT THE INFORMATION, AND THE INFORMATION MAY BE DISCLOSED BY THESE CONTACTS WITH THIRD PARTIES
WITHOUT THE USER'S CONSENT. YOU, AND NOT ESTATESYNC, ARE RESPONSIBLE FOR ANY ACTIVITY OCCURRING
IN YOUR ACCOUNT AND YOUR PORTAL, WHETHER OR NOT YOU AUTHORIZED THAT ACTIVITY. YOU ARE ADVISED
TO USE CAUTION WHEN DECIDING WHO YOU SHARE ACCESS TO YOUR ACCOUNT WITH. ESTATESYNC DISCLAIMS
ANY LIABILITY FOR DAMAGES RESULTING FROM ANY, AND ALL, ACTIVITY OCCURRING IN YOUR ACCOUNT OR
RELATED TO YOUR GRANTING ACCESS TO OTHER PARTIES TO YOUR ACCOUNT.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE
RESOLUTION SECTION OF THESE TERMS. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY ENTERING INTO THIS
AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, INCLUDING THE
DISPUTE RESOLUTION, ARBITRATION PROVISIONS, AND CLASS ACTION WAIVER, AND ACCEPT ALL OF THE
TERMS. YOU MAY NOT USE OR ACCESS OUR PLATFORM IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
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Acceptance of Our Terms
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Please read the following Terms of Service carefully before accessing or using any of the
Services. Each time you access or use our Services, you, and if you are acting on behalf of
a third party, such third party, agree to be bound by these Terms of Service and our
Privacy Policy whether or not you register for an account with us. If you do not agree to
be bound by all of these Terms, you may not access or use our Service.
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EstateSync may change this Agreement at any time by posting an updated Terms of
Service on this Website. If any amendment to these Terms is unacceptable to you, you
shall cease using our Website or our Services. If you continue using the Website or our
Services, you will be constructively deemed to have accepted the changes.
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In addition, certain areas of the Service may be subject to additional, or supplemental
terms and conditions that we make available for your review. By using such areas, or any
part thereof, you are expressly indicating that you have read and agree to be bound by
the additional terms and conditions applicable to such areas. In the event that any of the
additional terms and conditions governing such area conflict with these Terms of Service,
the additional terms and conditions will control.
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Our Service
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An estate is everything comprising the net worth of an individual, including, without
limitation, all real estate, buildings, homes, possessions, financial securities, cash, and all
other assets that an individual owns or has a controlling interest in. EstateSync is an
estate management solution for users to store, organize, and share information
pertaining to their, or another party's, estate. Once an account in EstateSync is created, a
user can upload information pertaining to specific accounts and assets (brokerage
accounts, bank accounts, retirement accounts, insurance, real estate, debts, liabilities,
loans, and other assets) as well as documents that are pertinent to their estate or assets.
The account information contains basic information as well as the option for freeform
notes. This user’s "portal” can be shared by the user with trusted contacts such as family
members, professional financial, legal, or tax counsel, or other contacts. The user may
elect whether these contacts have permissions to edit the content contained in the
user's portal, or if they simply have “view-only” access.
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Any modifications and new features added to the Service are also subject to this
Agreement.
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EstateSync reserves the right to modify or discontinue the Service or any feature or
functionality thereof at any time without notice to you. All right, title, and interest in and
to our Service and its components (including all intellectual property rights) will remain
with and belong exclusively to, EstateSync.
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Eligibility for Our Service
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By using our Services, you represent and warrant that you have attained the age of
majority where you reside (18 years of age in most jurisdictions) and are otherwise
capable of entering into binding contracts including this Agreement.
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If you are using our Services on behalf of a company or other organization, you represent
and warrant that you have authority to act on behalf of that entity and to bind that entity
to this Agreement.
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EstateSync reserves the right to request documented proof of your compliance with these
terms of eligibility.
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Accounts and Registration
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To access some features of the Service, you will be required to register for an account.
When you register for an account, you may be required to provide us with some
information about yourself (such as your name, date of birth, e-mail address, phone
number, or other personal information). Some of this information may be of a
confidential nature and may include personal identifying information (all "Your
Information").
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If you provide Your Information to us then you agree to provide true, current, complete,
and accurate information, and not to misrepresent your identity or age. You also agree
to keep Your Information current and to update Your Information if any of Your
Information changes.
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Our collection, use, and disclosure of Your Information is governed by this Agreement
and our Privacy Policy.
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Privacy and Your Personal Information
For information about the EstateSync data protection practices and privacy policies, please read
our Privacy Policy here:
https://www.estatesync.co/privacy.
This policy explains how we treat your personal information and protect your privacy when you use the Services. You agree to the use
of your data in accordance with the EstateSync Privacy Policy.
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Account Management
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If you have been issued an account by EstateSync in connection with your use of the
Services, you are responsible for safeguarding your password and any other credentials
used to access that account, even if you authorize other parties to access your account.
If you become aware of any unauthorized access to your account, you should notify
EstateSync immediately.
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Users of EstateSync may elect to share access to their account, and the content of your
portal, with trusted contacts such as family members, professional financial, legal, or tax
counsel, or other contacts. The user may permit these contacts to edit the content
contained in the user's account, and the content may be disclosed by these contacts
with third parties without your consent. You, and not EstateSync, are responsible for any
activity occurring in your account and your portal, whether or not you authorized that
activity. Estatesync disclaims any liability for damages resulting from any, and all activity
occurring in your account and your portal or related to your granting access to other
parties to your account or portal.
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EstateSync may send notices to the email address or text messages to your mobile
phone registered with your account. You must keep your email address, mobile phone
number, and, where applicable, your contact details and payment details associated with
your account current and accurate.
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We reserve the right to modify, suspend or terminate the Service, any user account, or
your access to the Service for any reason, without notice, at any time, and without
liability to you.
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You can cancel your account at any time. Upon termination or cancellation, all licenses
and other rights granted to you in these Terms will immediately cease.
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We reserve the right to refuse to issue an account to anyone or permit access to the
Service to anyone for any reason at any time.
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Subscription Plans; Refund Policy
EstateSync offers automatically renewable and payable Subscription Plans for our users. The
features, subscriber rights, terms, and prices of these Subscription Plans may change from time
to time and the most current descriptions and prices may be found on our Subscription Plan
pricing page here:
https://www.estatesync.co/pricing-faq.
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By completing your registration for a Subscription Plan, you authorize EstateSync or its
secure third party payment processor to charge your payment method on a recurring
periodic basis for: (i) the applicable Subscription Plan charges; (ii) any and all applicable
taxes; and (iii) any other charges incurred in connection with your use of the EstateSync
services. The authorization continues through the subscription term, and any renewal
term, until the subscriber cancels the Subscription Plan.
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By purchasing a Subscription Plan, you expressly acknowledge and agree that (i) your
subscription has an initial and recurring periodic payment feature, and EstateSync (or
our third-party payment processor) is authorized to automatically charge your payment
method at the then-current Subscription Plan rate for your subscription period as long as
your subscription continues, and (ii) your Subscription Plan is continuous and will be
automatically extended for successive subscription periods until you cancel it.
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You may cancel your Subscription Plan at any time, by logging into your account or
emailing us at help@estatesync.co and following the instructions, if any, we provide you
in response to your cancellation request. If you cancel, you will not be entitled to a
refund and you may use your Subscription Plan until the end of your then-current
paid-up subscription term..
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EstateSync may submit periodic charges without further authorization from you until
you provide prior notice that you have terminated this authorization or wish to change
your payment method. Such notice will not affect charges submitted before EstateSync
reasonably could act.
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In the event you cancel your Subscription Plan, please note that we may still send you
promotional communications about EstateSync unless you opt-out of receiving those
communications by following the unsubscribe instructions provided therein.
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Trial Subscription
EstateSync offers a free seven (7) day trial subscription period ("Trial
Subscription"). Trial Subscriptions are limited to new Service subscribers only. Upon the
expiration of the Trial Subscription, the first Subscription Fee for the Service will be charged to
your Payment Method, unless you timely cancel the Trial Subscription.
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Prices
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All prices displayed in our Services are in U.S. dollars unless otherwise indicated.
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All applicable taxes and other charges are additional and your responsibility.
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We reserve the right in our sole discretion to change prices at any time and without notice.
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Payment
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By providing EstateSync or our third-party payment processor with your method of
payment information, you authorize us to charge you for subscription purchases using
the secure third-party payment processor we make available to you. Our payment
gateway partners use secure servers with state-of-the-art encryption and secure sockets
layer (SSL) technology for the transfer of credit card information. Additionally, we have
security measures in place to protect our customer database, and access to this
database is restricted internally.
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You must keep all information about your payment method current. If you tell us to stop
using your payment method and we no longer receive payment from you, we may cancel
your account and subscription. Your notice to us will not affect charges to your account
before we reasonably could act on your request.
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You agree that we may charge you, and you will pay to EstateSync, any fee or penalty
that is assessed or charged to us for a "Chargeback" resulting from a failure or refusal of
your selected method of payment to make a required payment. This payment shall be
refunded to you in the event that your selected method of payment resolves this dispute
in your favor.
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Suspension and Termination of Services
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EstateSync may limit or suspend or terminate the Services to you if you fail to comply
with these Terms, the Privacy Policy or if you use the Services in a way that causes legal
liability to us or disrupts the use of the Service by other users.
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EstateSync may also suspend providing the Services to you if we are investigating
suspected misconduct by you. EstateSync will use commercially reasonable efforts to
narrow the scope and duration of any limitation or suspension under this Section as is
needed to resolve the issue that prompted such action.
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Your Access and Use of our Services
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Your right to access and use our Services is personal to you and is not transferable by
you to any other person or entity. Access to our Services may not be available in all
locations. You are only entitled to access and use our Services for lawful purposes and
pursuant to the terms and conditions of this Agreement and our Privacy Policy. Any
action by you that, in our sole discretion: (i) violates the terms and conditions of this
Agreement and/or the Privacy Policy; (ii) restricts, inhibits, or prevents any access, use,
or enjoyment of our Services; or (iii) through the use of our Services, defames, abuses,
harasses, offends or threatens others, shall not be permitted, and may result in your loss
of the right to access and use our Services.
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The rights granted to you in these Terms are subject to the following restrictions: (i) you
shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Services or Our Content; (ii) you shall not modify, make
derivative works of, disassemble, reverse compile or reverse engineer any part of the
Services or Our Content; (iii) you shall not access the Services in order to build a similar
or competitive Service; and (iv) except as expressly stated herein, no part of the Services
may be copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means. Any future release, update, or other addition
to functionality of the Services shall be subject to these Terms.
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Furthermore, you agree that you will not use any robot, spider, scraper, deep-link, or
other similar automated data gathering or extraction tools, program, algorithm or
methodology to access, acquire, copy or monitor our Services or any portion of our
Services or for any other purpose, without our prior written permission. Additionally,
you agree that you will not: (i) take any action that imposes, or may impose in our sole
discretion an unreasonable or disproportionately large load on our infrastructure; (ii)
copy, reproduce, modify, create derivative works from, distribute or publicly display any
content (except for your personal information) from our Services without our prior
written permission and the appropriate third party, as applicable; (iii) interfere or
attempt to interfere with the proper working of our Services or any activities conducted
on our Services; (iv) bypass any robot exclusion headers or other measures we may use
to prevent or restrict access to our Services, or (v) interfere or disrupt the Service or
servers or networks connected to the Service, including by transmitting any worms,
viruses, spyware, malware or any other code of a destructive or disruptive nature.
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Except as expressly permitted in this Agreement, you shall not collect or harvest any
personally identifiable information, including account names, from our Services.
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Our Services may now, or in the future, have "publicly accessible areas" that allow users
to post User Content (hereafter defined) that will be accessible by the public or the user
population generally. As a user of the Services, you acknowledge and affirmatively agree
that in the course of using the Services you may be exposed to User Content that might
be offensive, harmful, inaccurate, or otherwise inappropriate. You further agree that
EstateSync shall not, under any circumstances, be liable in any way for any User Content.
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You shall not use any communication systems provided on our Services including,
without limitation email, for any commercial or solicitation purposes. You shall not
solicit for commercial purposes any users of our Services without our prior written
permission.
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You understand and agree that you are solely responsible for compliance with any and
all laws, rules, regulations, and tax obligations that may apply to your purchases or use
of the Services.
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EstateSync Intellectual Property Rights to Our Content
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Our names, graphics, videos, logos, page headers, button icons, scripts, and service
names used to provide our Website are our trademarks or trade dress in the United
States and/or other countries (collectively the "Proprietary Marks") and are owned by
EstateSync. You may not use the Proprietary Marks without our prior written permission.
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We make no proprietary claim to any third-party names, trademarks, or service marks
appearing on our Services. Any third-party names, trademarks, and service marks are
the property of their respective owners.
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The information, content, documentation, guides, descriptions, advice, data, software,
and any other content viewable on, contained in, or downloadable from our Services
(collectively, "Our Content"), including, without limitation, all text, graphics, charts,
pictures, photographs, images, videos, audio files, line art, icons, and renditions, are
copyrighted by, or otherwise licensed to us, or Our Content suppliers.
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We also own a copyright of a collective work in the selection, coordination,
arrangement, presentation, display, and enhancement of Our Content (the "Collective
Work").
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All software used on, or within our Services is our property or the property of our
software vendors and is protected by the United States and international copyright laws.
Viewing, reading, printing, downloading, listening to, or otherwise using Our Content
and/or the Collective Work does not entitle you to any ownership or intellectual
property rights to Our Content, the Collective Work, or the Software.
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You are solely responsible for any damages resulting from your infringement of our, or
any third parties, intellectual property rights regarding the Trademarks, Our Content, the
Collective Work, the Software, and/or any other harm incurred by us, or our affiliates, as
a direct or indirect, result of your copying, distributing, redistributing, transmitting,
publishing or using the same for purposes that are contrary to the terms and conditions
of this Agreement.
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Proprietary Rights
As between EstateSync and you, EstateSync or its licensors own and reserve all right, title and
interest in and to the Service and all hardware, software, and other items used to provide the
Service, other than the rights explicitly granted to you to use the Service in accordance with
these Terms. No title to, or ownership of, any proprietary rights related to the Service is
transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved
by EstateSync.
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Use of Our Content
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We grant you a limited, revocable, non-exclusive, non-sublicensable license to access,
print, download, or otherwise make personal use of Our Content and the Collective
Work for your noncommercial personal use provided, however, that you shall not delete
any proprietary notices or materials with regard to the foregoing.
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You may not modify Our Content or the Collective Work, or utilize them for any
commercial purpose or any other public display, performance, sale, or rental; nor may
you decompile, reverse engineer, or disassemble Our Content and the Collective Work,
or transfer Our Content or the Collective Work to another person or entity.
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Information Accuracy Disclaimer
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We attempt to ensure that information on this Service is complete, accurate, and
current. Despite our best efforts, the information on our Service may occasionally be
inaccurate, incomplete, or out of date. We make no representation as to the
completeness, accuracy, or currency of any information on the Service.
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Furthermore, information on the Service may contain typographical errors, inaccuracies,
or omissions. We reserve the right to correct or make changes in such information
without notice.
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User Content Rights and Related Responsibilities; Your License to EstateSync
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Third-Party Links, Services, and Content
The Service may contain features, services, and functionalities linking you to, or providing you
with access to third-party services, products, advertisers, content, websites, directories, servers,
networks, systems, information, databases, applications, software, programs, and the Internet as
a whole. Because we have no control over such websites and resources, we are not responsible
for the availability of such external sites or resources. Furthermore, we do not endorse and are
not responsible or liable for any content, products, advertising, or other materials on, or
available from, such websites or resources. When you visit or use a third party’s website you
agree to read and consent to the third party’s Terms of Service and Privacy Policy, and you
release us from any liability.
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Third-Party Social Networking
If you access our Services through a third party social networking website or application
including, but not limited to, LinkedIn, Facebook, or Twitter, you authorize EstateSync to access
certain information about you that is made available through that third party social networking
site and further authorize us to collect, store, retain and use, your information in accordance
with our Privacy Policy.
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Electronic Communications
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Although we may choose to communicate with you by regular mail, we may also choose
to communicate with you by electronic means including, without limitation, email,
telephone, text, SMS, or by posting notices on our Services. When you use our Services,
you consent to communicate with us electronically.
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You agree that all agreements, notices, disclosures, and other communications that we
provide to you electronically satisfy any legal requirement that such communications be
in writing. Additional charges from your telecommunication carrier may apply.
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Security
Violating the security of our Services is prohibited and may result in criminal and civil liability.
EstateSync may investigate incidents involving such violations and may involve, and will
cooperate with law enforcement if a criminal violation is suspected. Security violations include,
without limitation, unauthorized access to or use of data or systems including any attempt to
probe, scan, or test the vulnerability of the Service or to breach security or authentication
measures, unauthorized monitoring of data or traffic, and interference with service to any user,
host, or network.
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Copyright and Intellectual Property Policy
We respect the intellectual property rights of others. We reserve the right to remove any User
Content on the Services that allegedly infringe upon another person's copyright, trademark, or
other intellectual property rights, and/or terminate, discontinue, suspend and/or restrict the
account of any User on the Service that allegedly infringes upon another person's intellectual
property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as
enacted through the Digital Millennium Copyright Act ("DMCA").
A valid complaint under the DMCA must provide the following information in writing:
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An electronic or physical signature of a person authorized to act on behalf of the
copyright owner.
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Identification of the copyrighted work that you claim has been infringed.
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Identification of the material that is claimed to be infringing and where it is located on
the Service.
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Information reasonably sufficient to permit us to contact you, such as your address,
telephone number, and, email address.
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A statement that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or law.
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A statement, made under penalty of perjury, that the above information is accurate, and
that you are the copyright owner or are authorized to act on behalf of the owner.
Federal law provides that if you knowingly misrepresent that online material is infringing, you
may be subject to criminal prosecution for perjury and civil penalties, including monetary
damages, court costs, and attorneys' fees. The above information must be submitted to the
Copyright Agent at:
help@estatesync.co.
Counter-Notice
If you receive notification that your User Content has been removed from the Services, you have
an opportunity to appeal this removal if you believe that your User Content was removed in
error. If you believe that the removed User Content does not violate any third-party rights, or
you have authorization from the rights-holder or the rights-holder’s authorized agent to use the
material in question, you may appeal the removal by sending an email notification to the
Copyright Agent at:
help@estatesync.co
with the following information:
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Your physical or electronic signature.
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Identification of the material that has been removed or to which access has been
disabled, and the location at which the material appeared before it was removed or
access to it was disabled.
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A statement under penalty of perjury that you have a good-faith belief that the material
was removed or disabled as a result of mistake or misidentification of the material to be
removed or disabled.
Your name, address, and telephone number, and a signed statement that you consent to the
jurisdiction of state and federal courts in the state of Delaware, and that you will accept service
of process from the party who made the initial infringement claim (or their authorized agent) if
they choose to pursue legal action.
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Disclaimers; No Warranties
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ALL SERVICES AND PRODUCTS AVAILABLE FROM ESTATESYNC ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ESTATESYNC AND
ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS, (COLLECTIVELY, THE “ESTATESYNC PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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YOU, AND NOT ESTATESYNC, ARE RESPONSIBLE FOR ANY ACTIVITY OCCURRING IN YOUR
ACCOUNT AND YOUR PORTAL, WHETHER OR NOT YOU AUTHORIZED THAT ACTIVITY. ESTATESYNC
DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM ANY, AND ALL ACTIVITY OCCURRING
IN YOUR ACCOUNT AND YOUR PORTAL OR RELATED TO YOU GRANTING ACCESS TO YOUR
ACCOUNT OR PORTAL TO OTHER PARTIES.
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THE CONTENT ON OUR WEBSITES IS PROVIDED FOR INFORMATION PURPOSES ONLY. THE
ESTATESYNC PARTIES DO NOT WARRANT, REPRESENT, GUARANTEE OR ENDORSE THE ACCURACY
OR RELIABILITY OF ANY RESEARCH, ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION
DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH OUR SERVICES. YOU AGREE THAT
YOUR USE OF OUR CONTENT IS AT YOUR OWN RISK AND THAT ANY DAMAGE OR LOSS ARISING
FROM YOUR USE OR ANY RELIANCE UPON OUR CONTENT IS YOUR SOLE RESPONSIBILITY.
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WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES OR
PRODUCTS AVAILABLE THROUGH THE USE OF OUR SERVICE WILL MEET YOUR REQUIREMENTS,
(II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE
QUALITY OF ANY SERVICES, PRODUCTS OR INFORMATION PURCHASED OR OBTAINED BY YOU
FROM OR THROUGH US WILL MEET YOUR EXPECTATIONS.
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THE SERVICES CAN INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR
TYPOGRAPHICAL ERRORS. FURTHERMORE, THE INFORMATION OR SERVICES ON THIS SITE MAY BE
OUT OF DATE. WE MAY MAKE CHANGES TO THE SERVICES AND INFORMATION ON THIS SITE AT
ANY TIME WITHOUT NOTICE, HOWEVER, WE HAVE NO OBLIGATION TO DO SO.
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THE ESTATESYNC PARTIES DO NOT WARRANT THAT THE SERVICES OR THE SERVERS THAT MAKE
THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT
ANY PRODUCT DESCRIPTION OR OTHER CONTENT OFFERED AS PART OF THE SERVICES ARE
ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
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YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. IF YOU
DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND
RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE SERVICE.
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WE RESERVE THE RIGHT, WITHOUT LIABILITY TO YOU, TO RESTRICT OR TERMINATE YOUR ACCESS
TO THE SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME.
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SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO SOME PARTS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
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LIMITATION OF LIABILITY
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IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES
INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY PERSONAL INJURY TO
YOU OR OTHERS, OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT
OF: (I) YOUR ACCESS AND USE OF OUR SERVICES; (II) YOUR ACCESS AND USE OF USER CONTENT
SUBMITTED TO YOU, OR TO OUR SERVICES; (III) YOUR BREACH OR VIOLATION OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT; (IV) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR
USE OUR SERVICES FOR ANY REASON; (V) YOUR DOWNLOADING OF ANY OF OUR CONTENT OR
THE COLLECTIVE WORK FOR YOUR USE; OR (VI) YOUR RELIANCE UPON, OR USE OF, OUR
CONTENT OR THE COLLECTIVE WORK, WHETHER RESULTING IN WHOLE OR IN PART, FROM
BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
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THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF
OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN OUR SERVICES OR
RECEIVED THROUGH ANY LINKS PROVIDED IN OUR SERVICES.
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WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE
FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS
OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT
LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION
EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES,
LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR
MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL
ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE
OF THIRD PARTIES.
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IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ESTATESYNC, AND OUR AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS,
REPRESENTATIVES, AND AGENTS, IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED
THE FEES PAID BY YOU FOR SERVICES IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO ANY SUCH LIABILITY.
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YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR
SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY
TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT
APPLY TO YOU.
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Indemnity
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You agree that you will be personally responsible for your use of the Service; and you
further agree to defend, indemnify and hold harmless EstateSync and its officers,
directors, employees, consultants, affiliates, subsidiaries and agents from and against
any and all claims, liabilities, damages, losses and expenses, including reasonable
attorneys’ and accounting fees and costs, arising out of or in any way connected with (i)
your access to, use of, or alleged use of, the Service or the products you purchase
through the Service; (ii) your violation of these Terms of Service or any representation,
warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your
infringement upon the property rights, intellectual property rights (copyrights and
trademarks) or other rights of others; (iv) your violation of any third party right,
including without limitation publicity, confidentiality, or privacy right; (v) any death, or
serious physical or emotional harm resulting from your use of the Services or products
purchased though the Service.
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We reserve the right, at our own expense, to assume the exclusive defense and control
of any matter otherwise subject to indemnification by you, and in such case, you agree
to cooperate with our defense of such claim.
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Release
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By using the Services, you release, to the maximum extent allowed by law, EstateSync, its
officers, directors, employees, affiliates, and agents from claims, demands, and damages
of every kind and nature, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of, or in any way connected with, your use of our Services or
products purchased through the Service, including without limitation, any death or
serious emotional or physical harm.
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If you are a California resident, you waive California Civil Code §1542, which says: “A
general release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if known by him or
her must have materially affected his or her settlement with the debtor.”
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Interruption of Service
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Your access and use of our Services may be interrupted from time to time for any of
several reasons, including, without limitation, the malfunction of equipment, periodic
updating, maintenance, or repair of our Services or other actions that we, in our sole
discretion, may elect to take.
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You agree that we will not be liable to you or to any third party for any interruption of
the Services or any part thereof.
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Governing Law
This Agreement, and any separate agreements whereby we provide you Services, shall be
governed by and construed in accordance with the laws of the State of Delaware, without regard
to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction and
venue in the state and federal courts in the State of Delaware.
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Our Remedies
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You acknowledge that we may be irreparably damaged if this Agreement is not
specifically enforced, and damages at law would be an inadequate remedy. Therefore, in
the event of a breach or threatened breach of any provision of this Agreement by you,
we shall be entitled, in addition to all rights and remedies, to an injunction restraining
such breach or threatened breach, without being required to show any actual damage or
to post an injunction bond, and/or to a decree for specific performance of the provisions
of this Agreement.
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For purposes of this Section, you agree that any action or proceeding with regard to such
injunction restraining such breach or threatened breach shall be brought in the state
courts of record or a United States District Court for the State of Delaware. You consent
to the jurisdiction of such court and waive any objection to the venue of any such action
or proceeding in such court.
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Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. THIS SECTION CONTAINS AN AGREEMENT TO ARBITRATE,
WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO
BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS AN AGREEMENT THAT YOU WILL
ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF
OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
You and EstateSync agree that any claim or dispute at law or equity that has arisen, or may arise,
between you and EstateSync (including any claim or dispute between you and a third-party
agent of EstateSync) that relates in any way to or arises out of this or previous versions of this
Agreement, your use of or access to the Services, the actions of EstateSync or its agents, or any
products or services sold or purchased through the Services, will be resolved in accordance with
the provisions set forth in this Dispute Resolution Section.
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Applicable Law. You agree that, except to the extent inconsistent with or preempted by
federal law, the laws of the State of Delaware, without regard to principles of conflict of
laws, will govern this Agreement and any claim or dispute that has arisen or may arise
between you and EstateSync, except as otherwise stated in this Agreement.
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Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is
referred to in these Terms as the "Arbitration Agreement." You agree that any and all
disputes or claims that have arisen or may arise between you and EstateSync, whether
arising out of or relating to these Terms of Service (including any alleged breach
thereof), the Services, any advertising, any aspect of the relationship or transactions
between us, shall be resolved exclusively through final and binding arbitration, rather
than a court, in accordance with the terms of this Arbitration Agreement, except that
you may assert individual claims in small claims court if your claims qualify. You agree
that, by entering into these Terms, you and EstateSync are each waiving the right to a
trial by jury or to participate in a class action. Your rights will be determined by a neutral
arbitrator, not a judge or jury. If you reside in the U.S., the Federal Arbitration Act
governs the interpretation and enforcement of this Arbitration Agreement.
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Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU
AND ESTATESYNC AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON
AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ESTATESYNC AGREE
OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S
OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A
CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY
AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN
FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO
PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
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Pre-Arbitration Dispute Resolution. Pre-Arbitration Dispute Resolution. We at EstateSync believe that most customer
concerns can be resolved quickly and to the customer's satisfaction by emailing
customer support at help@estatesync.co. If such efforts prove unsuccessful, a party who
intends to seek arbitration must first send to the other, by certified mail, a written
Notice of Dispute ("Notice"). The Notice to EstateSync should be sent to the address
provided in the Contact Us section at the end of these Terms of Service ("Notice
Address"). The Notice must (i) describe the nature and basis of the claim or dispute and
(ii) set forth the specific relief sought. If EstateSync and you do not resolve the claim
within sixty (60) calendar days after the Notice is received, you or EstateSync may
commence an arbitration proceeding. During the arbitration, the amount of any
settlement offer made by EstateSync or you shall not be disclosed to the arbitrator
during the arbitration proceeding.
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Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in
accordance with the American Arbitration Association's ("AAA") rules and procedures,
including the AAA's Supplementary Procedures for Consumer-Related Disputes
(collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For
information on the AAA, please visit its website, http://www.adr.org. If there is any
inconsistency between any term of the AAA Rules and any term of this Arbitration
Agreement, the applicable terms of this Arbitration Agreement will control unless the
arbitrator determines that the application of the inconsistent Arbitration Agreement
terms would not result in a fundamentally fair arbitration. The arbitrator must also
follow the provisions of these Terms of Service as a court would. All issues are for the
arbitrator to decide, including, but not limited to, issues relating to the scope and
enforceability of this Arbitration Agreement. Although arbitration proceedings are
usually simpler and more streamlined than trials and other judicial proceedings, the
arbitrator can award the same damages and relief on an individual basis that a court can
award to an individual under the Terms of Service and applicable law. Decisions by the
arbitrator are enforceable in court and may be overturned by a court only for very
limited reasons. Unless EstateSync and you agree otherwise, any arbitration hearings will
take place in a reasonably convenient location for both parties with due consideration of
their ability to travel and other pertinent circumstances. If the parties are unable to
agree on a location, the determination shall be made by AAA. If your claim is for USD
$10,000 or less, EstateSync agrees that you may choose whether the arbitration will be
conducted solely on the basis of documents submitted to the arbitrator, through a
telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your
claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue
a reasoned written decision sufficient to explain the essential findings and conclusions
on which the award is based. Payment of all filing, administration, and arbitrator fees
(collectively, the "Arbitration Fees") will be governed by the AAA Rules unless otherwise
provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed
by the AAA Rules.
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Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or
award by the arbitrator, will be strictly confidential for the benefit of all parties.
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Severability. If a court or the arbitrator decides that any term or provision of this
Arbitration Agreement (other than the subsection titled
"Prohibition of Class and Representative Actions and Non-Individualized Relief"
above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this Arbitration Agreement shall
be enforceable as so modified. If a court or the arbitrator decides that any of the
provisions of the subsection above titled
"Prohibition of Class and Representative Actions and Non-Individualized Relief"
are invalid or unenforceable, then the entirety of
this Arbitration Agreement shall be null and void. The remainder of the Terms of Service
will continue to apply.
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Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that
the Arbitration Agreement above is found not to apply to you or to a particular claim or
dispute as a result of a decision by the arbitrator or court order, you agree that any claim
or dispute that has arisen or may arise between you and us must be resolved exclusively
by a state or federal court located in the State of Delaware. You and we agree to submit
to the personal jurisdiction of the courts located within the State of Delaware for the
purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall
be deemed solely based in the State of Delaware; and (ii) our Services shall be deemed
passive Services that do not give rise to personal jurisdiction over us and our assigns,
either specific or general, in jurisdictions other than the State of Delaware.
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Law Enforcement
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EstateSync is committed to cooperating with law enforcement while respecting each
individual\’s right to privacy. If EstateSync receives a request for user account information
from a government agency investigating criminal activity, we will review the request to
be certain that it satisfies all legal requirements before releasing information to the
requesting agency.
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Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of
Customer Communications or Records), EstateSync may disclose user account
information to law enforcement, without a subpoena, court order, or search warrant, in
response to a valid emergency when we believe that doing so is necessary to prevent
death or serious physical harm to someone. EstateSync will not release more
information than it prudently believes is necessary to prevent harm in an emergency
situation.
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Statutory Rights; Notice To California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the
Complaint Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing, currently at: 1625 N. Market Blvd., Suite N-112, Sacramento,
California 95834, or by telephone, currently at (800) 952-5210 in order to resolve a complaint
regarding our Website, or to receive further information regarding the use of our Website.
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Amendments to this Agreement
We reserve the right to update or amend this Agreement at any time in our sole discretion and
without notice. Updates to this Agreement will be posted here. Amendments will take effect
immediately upon us posting the updated Agreement on our Services. You are encouraged to
revisit this Agreement from time to time in order to review any changes that have been made.
The date on which this Agreement was last updated will be noted immediately below this
Agreement. Your continued access and use of our Services following the posting of any such
changes shall automatically be deemed your acceptance of all changes.
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Severability
If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or
court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void,
or unenforceable, but only that portion of this Agreement that is unlawful, void or
unenforceable shall be stricken from this Agreement.
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No Waiver
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such
right or provision unless acknowledged and agreed to by us in writing.
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Entire Understanding
This Agreement and the Privacy Policy represent the entire understanding and agreement
between you and us regarding the subject matter of the same and supersede all other previous
agreements, understandings, and/or representations regarding the same.
If you have to provide us with any Notice or have any questions, comments, concerns, or feedback
regarding this Agreement or our Services, please contact us at help@estatesync.co or mail us here: