ESTATE ENGINE SERVICE AGREEMENT

Last Updated: August 22, 2026

This SaaS Service Agreement (the “Agreement”) is a binding agreement between Estate Engine, LLC, a Utah limited liability company (“Estate Engine”), and the attorney, law firm, or other legal-services entity that accepts this Agreement (“Customer”).

This Agreement becomes effective when Customer first accepts it electronically (the “Effective Date”).

By clicking a button or checking a box indicating acceptance of this Agreement, creating an account after being presented with this Agreement, or otherwise accessing or using the Service after being presented with this Agreement, Customer agrees to be bound by its terms. The individual accepting this Agreement on Customer’s behalf represents that the individual has authority to bind Customer.

1. SERVICE

1.1 Service.

Estate Engine provides a software-as-a-service platform designed to assist attorneys and law firms with estate-planning intake, document assembly, workflow management, and related functions (the “Service”).

The Service may include client-facing intake tools, document templates, automated document generation, workflow tools, customization services, integrations, and other features Estate Engine makes available from time to time.

1.2 Attorney and Law Firm Use.

The Service is intended for attorneys and law firms providing legal services. Customer represents that it is a licensed attorney, law firm, or other entity legally authorized to use the Service in connection with the provision of legal services.

Customer may permit its attorneys, employees, contractors, and other personnel working under Customer’s direction or supervision to access the Service as authorized users (“Authorized Users”).

Customer is responsible for its Authorized Users and for all activity occurring through Customer’s account.

1.3 End Client Access.

Customer may permit its clients and prospective clients (“End Clients”) to access client-facing portions of the Service, including intake questionnaires and information-submission tools, to the extent enabled by the Service.

An End Client is not a party to this Agreement and does not become a customer of Estate Engine by using a client-facing feature.

1.4 Changes to the Service.

Estate Engine may add, modify, replace, or discontinue features, templates, workflows, integrations, or other components of the Service.

Estate Engine has no obligation to continue offering a particular feature, integration, template, workflow, or functionality.

If Estate Engine permanently discontinues the Service in its entirety during a prepaid subscription period, Estate Engine will refund the portion of prepaid subscription fees attributable to the unused portion of that period.

2. ESTATE ENGINE IS A TECHNOLOGY PROVIDER

2.1 No Legal Services.

Estate Engine is a technology provider. Estate Engine is not acting as Customer’s attorney, co-counsel, employee, agent, fiduciary, or legal-services provider.

Estate Engine does not provide legal advice to Customer or to an End Client.

2.2 No Attorney-Client Relationship.

Use of the Service does not create an attorney-client relationship between Estate Engine and Customer, an Authorized User, or an End Client.

Customer must not represent or imply that Estate Engine represents an End Client, provides legal advice to an End Client, or has independently reviewed or approved an End Client’s estate plan.

2.3 Generated Documents Are Drafts.

Documents generated, assembled, populated, customized, or otherwise produced through the Service (“Generated Documents”) are drafts and tools for Customer’s use in providing legal services.

Customer must independently review and approve every Generated Document before Customer provides it to an End Client for approval, signature, execution, filing, recording, funding, implementation, or other use.

2.4 Customer Retains Professional Responsibility.

Customer retains sole professional responsibility for the legal services Customer provides.

Customer is solely responsible for determining:

(a) the accuracy and completeness of information used to prepare a Generated Document;

(b) whether a Generated Document accurately reflects the End Client’s instructions and objectives;

(c) whether each document and provision is appropriate for the End Client;

(d) the law applicable to the End Client and the matter;

(e) applicable estate, gift, income, property, probate, trust, creditor, benefits, and other legal or tax consequences;

(f) applicable execution, witnessing, notarization, filing, recording, funding, and other formalities;

(g) whether the Generated Documents are complete, internally consistent, current, and legally sufficient;

(h) whether additional documents, provisions, disclosures, elections, filings, or professional advice are necessary; and

(i) Customer’s compliance with applicable law, rules of professional conduct, confidentiality obligations, fiduciary duties, and other professional obligations.

2.5 Legal Developments.

Laws, regulations, forms, administrative practices, judicial decisions, and professional requirements change over time.

Estate Engine may update templates, workflows, and other portions of the Service, but Estate Engine has no obligation to identify, incorporate, or notify Customer of every legal development.

Customer is responsible for independently determining whether any Generated Document remains appropriate under current law.

2.6 No Substitute for Professional Judgment.

Customer acknowledges that document automation cannot account for every factual circumstance, legal issue, drafting preference, or professional judgment applicable to a particular client.

Customer must not rely on the Service as a substitute for Customer’s independent legal judgment.

3. CUSTOMER ACCOUNT

3.1 Account Information.

Customer must provide accurate account, billing, and contact information and must keep that information current.

3.2 Account Security.

Customer must safeguard its usernames, passwords, authentication credentials, devices, and other account-access information.

Customer must promptly notify Estate Engine if Customer becomes aware of unauthorized access to or use of Customer’s account.

3.3 Authorized Users.

Customer is responsible for establishing appropriate permissions for Authorized Users and promptly terminating access when an Authorized User no longer requires it.

An Authorized User’s act or omission relating to the Service will be treated as Customer’s act or omission.

3.4 Customer Systems.

Customer is responsible for the security and operation of Customer’s own devices, computer systems, networks, email accounts, internet connections, and other systems used to access the Service.

Estate Engine is not responsible for unauthorized access caused by Customer’s failure to reasonably secure those systems or Customer’s account credentials.

4. PLANS, BILLABLE DRAFTS, AND FEES

4.1 Plan.

Customer must pay the fees applicable to the pricing option selected by Customer through the Service (the “Plan”).

A Plan may consist of pay-as-you-go pricing, a recurring subscription with included Billable Drafts, or another pricing arrangement Estate Engine makes available.

The pricing, included usage, overage rates, billing frequency, and other commercial terms presented to Customer when Customer selects or changes a Plan form part of this Agreement.

4.2 Billable Draft.

A “Billable Draft” occurs when the Service first generates an estate-planning document package from an intake for a distinct End Client matter.

Regenerating the same matter solely to correct, revise, or update information does not create an additional Billable Draft.

A new Billable Draft occurs if Customer:

(a) creates a separate matter for the same or another End Client;

(b) duplicates an existing matter as a new matter; or

(c) after completing or closing an existing matter, uses the Service to generate a separate estate plan for that End Client.

Estate Engine’s system records will determine usage and the number of Billable Drafts absent manifest error.

4.3 Subscription Plans.

If Customer selects a recurring subscription Plan, Estate Engine will charge the applicable subscription fee at the beginning of each billing cycle.

Included Billable Drafts apply only during the billing cycle in which they are provided. Unused Billable Drafts expire at the end of the applicable billing cycle. They do not roll over, accumulate, create a credit, or have cash value.

Billable Drafts exceeding the amount included in Customer’s Plan will be charged at the applicable overage rate.

4.4 Pay-As-You-Go Plans.

If Customer selects a pay-as-you-go Plan, Estate Engine will charge Customer for each Billable Draft at the rate applicable when the Billable Draft is generated.

4.5 Automatic Renewal.

A subscription Plan automatically renews for successive billing periods until Customer cancels it.

Customer authorizes Estate Engine and its payment processor to charge Customer’s designated payment method for subscription fees, Billable Drafts, overages, applicable taxes, and other amounts properly due under this Agreement.

4.6 Cancellation.

Customer may cancel a subscription through any cancellation method Estate Engine makes available through the Service or its designated support channel.

Cancellation becomes effective at the end of the then-current paid billing period. Customer will retain access through that period unless this Agreement is terminated or access is suspended earlier under Section 14.

4.7 No Refunds.

Fees are nonrefundable once charged except when this Agreement expressly provides otherwise or applicable law requires a refund.

Customer will not receive a prorated refund or credit for unused Billable Drafts, partial billing periods, unused features, or Customer’s failure to use the Service.

4.8 Pricing Changes.

Estate Engine may change its pricing, Plan structure, included usage, or overage rates by providing at least 30 days’ notice.

For a subscription Plan, a pricing change will apply beginning with the first renewal occurring after the notice period. For a pay-as-you-go Plan, new pricing will apply to Billable Drafts generated after the effective date stated in the notice.

4.9 Taxes.

Fees do not include sales, use, excise, or similar taxes.

Customer is responsible for applicable taxes arising from Customer’s purchase or use of the Service, other than taxes based on Estate Engine’s net income.

4.10 Failed Payments.

If a payment is declined, reversed, disputed, or otherwise not received when due, Estate Engine may retry the payment method, require another payment method, suspend Customer’s access, or terminate Customer’s account.

Customer remains responsible for all properly incurred charges.

5. FREE TRIALS, PROMOTIONS, AND CUSTOMIZATION

5.1 Trials and Promotions.

Estate Engine may offer free trials, promotional pricing, credits, or other incentives.

Any additional terms presented when Customer accepts a trial or promotion will apply to that offer.

Unless Estate Engine expressly states otherwise, promotional credits and benefits have no cash value and are nontransferable.

5.2 Workflow and Template Customization.

Estate Engine may assist Customer in configuring intake workflows, questionnaires, document templates, and other portions of the Service using materials supplied by Customer.

Customization by Estate Engine does not constitute legal review or approval of Customer’s materials.

Customer remains solely responsible for reviewing and approving the substance, legal sufficiency, and operation of all customized questionnaires, templates, workflows, and Generated Documents before use with an End Client.

6. CUSTOMER DATA

6.1 Customer Data.

“Customer Data” means information, documents, files, intake responses, records, and other data submitted to, stored in, transmitted through, or generated for Customer through the Service, including information concerning End Clients.

As between Estate Engine and Customer, Customer retains its rights in Customer Data.

6.2 Customer Authority.

Customer represents that Customer has all rights, permissions, and authority necessary to provide Customer Data to Estate Engine and to authorize Estate Engine and its service providers to process Customer Data as necessary to provide the Service.

Customer is responsible for determining whether its use of the Service and disclosure of Customer Data comply with applicable law and Customer’s professional, ethical, confidentiality, privacy, and data-security obligations.

6.3 Processing of Customer Data.

Customer authorizes Estate Engine to host, copy, transmit, process, display, modify, and otherwise use Customer Data as reasonably necessary to:

(a) provide, configure, operate, and support the Service;

(b) generate documents and operate Customer’s workflows;

(c) maintain, secure, troubleshoot, and improve the Service;

(d) prevent fraud, misuse, and security incidents;

(e) provide requested customer support;

(f) comply with applicable law and valid legal process; and

(g) carry out Customer’s instructions.

6.4 Service Providers.

Estate Engine may use third-party hosting providers, database providers, payment processors, communications providers, security providers, software vendors, and other service providers to operate, secure, maintain, and support the Service.

Estate Engine may disclose or make Customer Data available to those service providers only as reasonably necessary for them to provide services to Estate Engine.

Estate Engine will require service providers that process Customer Data on Estate Engine’s behalf to handle that data subject to appropriate confidentiality and security obligations.

6.5 No Sale or Advertising Use.

Estate Engine will not sell Customer Data.

Estate Engine will not disclose Customer Data to a third party for that third party’s own advertising or marketing purposes.

This Section does not prohibit Estate Engine from using service providers under Section 6.4 or making disclosures permitted by this Agreement.

6.6 No AI Training.

Estate Engine will not use Customer Data to train artificial-intelligence or machine-learning models for Estate Engine or a third party.

Estate Engine will not knowingly permit a third-party artificial-intelligence provider to use Customer Data to train that provider’s models unless Customer separately and expressly authorizes that use after receiving disclosure of the proposed use.

6.7 Future AI-Enabled Features.

Estate Engine may add artificial-intelligence, machine-learning, or similar technology to the Service in the future (“AI-Enabled Features”).

If an AI-Enabled Feature processes Customer Data, Estate Engine may transmit the Customer Data necessary to provide that feature to an artificial-intelligence service provider, subject to the following requirements:

(a) the processing must be reasonably necessary to provide or support the AI-Enabled Feature;

(b) the provider must be subject to contractual restrictions concerning confidentiality and security appropriate to the services it performs;

(c) the provider must not be authorized to use Customer Data to train its general-purpose or third-party models; and

(d) Estate Engine will provide reasonable disclosure through the Service or related documentation before Customer Data is first processed through the AI-Enabled Feature.

The addition of an AI-Enabled Feature does not alter Customer’s professional responsibilities under Section 2. Customer remains solely responsible for reviewing and approving all output produced with the assistance of an AI-Enabled Feature.

6.8 Aggregated and Deidentified Information.

Estate Engine may create and use aggregated or deidentified information derived from use of the Service for analytics, security, product improvement, operational planning, performance measurement, and other legitimate business purposes.

Estate Engine must not use information under this Section in a form that reasonably identifies Customer or an End Client.

6.9 Accuracy of Customer Data.

Estate Engine has no obligation to independently investigate, confirm, or correct Customer Data.

Customer is responsible for ensuring that information used to generate a document is accurate, complete, and appropriate.

7. CONFIDENTIALITY

7.1 Confidential Information.

“Confidential Information” means nonpublic information disclosed by one party to the other that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Customer Data is Customer’s Confidential Information.

Estate Engine’s nonpublic software, technology, security information, product plans, pricing arrangements, business information, templates, systems, and proprietary workflows are Estate Engine’s Confidential Information.

7.2 Protection and Use.

Each receiving party must:

(a) use the other party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and

(b) use reasonable safeguards to protect the Confidential Information against unauthorized use or disclosure.

7.3 Permitted Disclosures.

A receiving party may disclose Confidential Information to its employees, contractors, professional advisors, and service providers who reasonably need access and are subject to appropriate confidentiality obligations.

A receiving party may also disclose Confidential Information when required by applicable law, subpoena, court order, or governmental process.

When legally permitted and reasonably practicable, the receiving party will notify the disclosing party before making a compelled disclosure.

7.4 Exclusions.

Confidential Information does not include information that the receiving party can establish:

(a) was lawfully known without a confidentiality obligation before disclosure;

(b) becomes publicly available through no breach of this Agreement;

(c) is lawfully received from another person without a confidentiality obligation; or

(d) is independently developed without use of the disclosing party’s Confidential Information.

7.5 Professional Confidentiality and Privilege.

Estate Engine recognizes that Customer Data may contain information Customer considers confidential, privileged, or otherwise protected in connection with Customer’s legal practice.

Estate Engine does not provide an opinion or warranty concerning whether Customer’s use of the Service preserves attorney-client privilege, work-product protection, or compliance with a particular professional-conduct rule.

Customer is responsible for evaluating the Service and determining whether Customer’s use satisfies Customer’s professional obligations.

8. SECURITY

8.1 Security Measures.

Estate Engine will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

These safeguards include:

(a) encryption of Customer Data in transit;

(b) encryption of Customer Data at rest; and

(c) authentication and authorization controls governing access to Customer Data and Generated Documents.

Estate Engine may modify its security measures over time as technology, threats, and industry practices evolve, provided that Estate Engine does not materially reduce the overall security of the Service during Customer’s active subscription without reasonable justification.

8.2 No Guarantee of Absolute Security.

No internet transmission, software system, network, or data-storage system is completely secure.

Estate Engine does not warrant that unauthorized persons will never defeat security measures, that security incidents will never occur, or that the Service is immune from all vulnerabilities, cyberattacks, or unauthorized access.

8.3 Customer Security Responsibilities.

Customer must use reasonable measures to secure Customer’s devices, systems, networks, account credentials, and Authorized User access.

Customer is responsible for:

(a) maintaining the confidentiality of account credentials;

(b) limiting access to persons with a legitimate need to use the Service;

(c) promptly terminating access when no longer appropriate;

(d) using current and reasonably secure devices, browsers, and networks; and

(e) promptly notifying Estate Engine of suspected unauthorized access involving Customer’s account.

Estate Engine is not responsible for a security incident caused by Customer’s failure to satisfy these responsibilities.

8.4 Security Incident.

A “Security Incident” means confirmed unauthorized access to or acquisition, use, disclosure, alteration, or destruction of Customer Data in Estate Engine’s possession or control that materially compromises the confidentiality, integrity, or security of that Customer Data.

A Security Incident does not include an unsuccessful attempt or activity that does not result in unauthorized access to Customer Data, including unsuccessful login attempts, network scans, denial-of-service attacks, or other unsuccessful attacks.

8.5 Security Incident Response.

Estate Engine will investigate a suspected Security Incident and take reasonable steps to contain and remediate a confirmed Security Incident within Estate Engine’s control.

Estate Engine will notify Customer without unreasonable delay after confirming a Security Incident that materially affects Customer Data, subject to applicable law, law-enforcement restrictions, and reasonable investigative needs.

To the extent reasonably available, the notice will describe the nature of the Security Incident and the steps Estate Engine has taken or recommends Customer take in response.

A notification under this Section does not constitute an admission of fault or liability.

8.6 Third-Party Security.

Estate Engine may rely on third-party infrastructure and service providers as permitted by Section 6.4.

Estate Engine does not guarantee the security or uninterrupted operation of any third-party system. Estate Engine will, however, use commercially reasonable care in selecting providers that will process material Customer Data on Estate Engine’s behalf.

8.7 Independent Copies and Backups.

The Service is not intended to be Customer’s sole client-file, document-retention, backup, or records-management system.

Customer must maintain independent copies of documents and information that Customer is professionally, contractually, or legally required to retain.

Estate Engine is not responsible for Customer’s failure to preserve independent copies of Customer Data or Generated Documents.

9. DATA RETENTION AND ACCOUNT CLOSURE

9.1 Customer Responsibility Before Termination.

Customer is responsible for exporting, downloading, or otherwise retaining Customer Data and Generated Documents that Customer wishes or is required to preserve before Customer’s access to the Service ends.

9.2 Data After Termination.

After termination or expiration of Customer’s account, Estate Engine may delete Customer Data after 30 days unless Estate Engine is required by applicable law to retain particular information.

Estate Engine has no obligation to maintain Customer Data indefinitely after Customer’s right to use the Service ends.

9.3 Backup Systems.

Customer Data may remain temporarily in routine backup, disaster-recovery, archival, or similar systems after deletion from active systems.

Estate Engine may retain that information until the applicable backup is overwritten or deleted in the ordinary course of business, provided the retained information remains subject to applicable confidentiality and security protections.

9.4 Legally Required Retention.

Estate Engine may retain information for a longer period when reasonably necessary to comply with law, resolve disputes, enforce agreements, prevent fraud, maintain security, or establish or defend legal claims.

10. CUSTOMER MATERIALS AND INTELLECTUAL PROPERTY

10.1 Customer Materials.

“Customer Materials” means questionnaires, forms, document templates, substantive legal language, instructions, branding, and other materials Customer provides to Estate Engine.

As between Estate Engine and Customer, Customer retains its rights in Customer Materials.

Customer grants Estate Engine a nonexclusive license to use, reproduce, modify, configure, host, and incorporate Customer Materials as reasonably necessary to provide the Service to Customer.

10.2 Estate Engine Materials.

Estate Engine retains all right, title, and interest, to the extent protectable, in:

(a) the Service and underlying software;

(b) Estate Engine’s technology, systems, databases, architecture, interfaces, and source code;

(c) Estate Engine-created intake forms, managed templates, workflows, and content;

(d) configuration tools, automation logic, document-generation logic, and workflow structures;

(e) improvements, modifications, updates, and derivative technology; and

(f) related intellectual property and proprietary rights.

These materials are collectively the “Estate Engine Materials.”

10.3 Customer-Specific Customization.

If Estate Engine configures a workflow or template using Customer Materials, Customer retains its rights in the substantive Customer Materials incorporated into that customization.

Estate Engine retains its rights in the software, automation logic, systems, configuration methods, tools, and Estate Engine Materials used to implement the customization.

10.4 Generated Documents.

Subject to Customer’s payment obligations and compliance with this Agreement, Estate Engine grants Customer a perpetual, nonexclusive, royalty-free license to use, reproduce, modify, distribute, execute, and provide Generated Documents to End Clients in connection with Customer’s legal practice.

Estate Engine does not claim ownership of Customer’s client-specific final legal work product merely because the Service was used to assist in its preparation.

Customer’s rights under this Section do not transfer ownership of the underlying Estate Engine Materials incorporated into or used to generate the Generated Documents.

10.5 Restrictions.

Customer must not extract, reproduce, publish, sell, license, distribute, or commercially exploit Estate Engine’s managed template library, proprietary workflows, or other Estate Engine Materials as:

(a) a standalone template library;

(b) a competing document-automation system;

(c) a competing software or technology product; or

(d) another commercial offering substantially derived from Estate Engine Materials.

10.6 Feedback.

If Customer provides suggestions, recommendations, ideas, or other feedback concerning the Service, Estate Engine may use that feedback without restriction or payment.

Estate Engine must not publicly identify Customer as the source without Customer’s permission.

11. ACCEPTABLE USE

Customer and its Authorized Users must not:

(a) use the Service for unlawful, fraudulent, abusive, or deceptive purposes;

(b) access or use the Service in violation of another person’s rights;

(c) introduce malware, malicious code, or other harmful material;

(d) attempt to gain unauthorized access to the Service, another customer’s account, or another person’s data;

(e) circumvent security features, usage restrictions, Plan limits, or access controls;

(f) reverse engineer, decompile, disassemble, or attempt to discover nonpublic source code or technical components of the Service, except to the limited extent applicable law expressly prohibits restricting that activity;

(g) scrape, systematically extract, or reproduce Estate Engine Materials;

(h) resell, sublicense, rent, or provide the Service as a standalone service to another person without Estate Engine’s written permission;

(i) use Estate Engine Materials to develop or assist in developing a competing document-automation or legal-technology product;

(j) impersonate another person or misrepresent authority to access Customer Data;

(k) use the Service in a manner that materially interferes with its operation, security, integrity, or performance; or

(l) assist another person in engaging in prohibited conduct.

12. THIRD-PARTY SERVICES AND INTEGRATIONS

12.1 Third-Party Services.

The Service may interact with third-party products, payment processors, hosting providers, applications, websites, databases, communications platforms, or integrations (“Third-Party Services”).

A Third-Party Service may be governed by separate terms between Customer and the applicable third party.

12.2 Responsibility for Third-Party Services.

Estate Engine does not control and is not responsible for a Third-Party Service’s independent acts, omissions, availability, terms, or functionality.

Estate Engine may add, change, or discontinue integrations with Third-Party Services at any time.

12.3 Customer-Directed Integrations.

If Customer elects to connect the Service to a Third-Party Service, Customer authorizes Estate Engine to exchange Customer Data with that Third-Party Service as reasonably necessary to provide the requested integration.

Customer is responsible for evaluating whether its use of the Third-Party Service is appropriate for Customer and its End Clients.

13. SERVICE AVAILABILITY AND SUPPORT

13.1 Availability.

Estate Engine will use commercially reasonable efforts to make the Service available for its intended use.

Estate Engine does not promise any specific uptime percentage, service level, support-response time, recovery time, or uninterrupted availability unless Estate Engine expressly agrees otherwise in a separate written agreement.

13.2 Maintenance and Restrictions.

Estate Engine may temporarily restrict access to the Service to:

(a) perform maintenance;

(b) install updates;

(c) address security vulnerabilities;

(d) respond to an emergency;

(e) comply with law; or

(f) protect Estate Engine, Customer, other customers, or the Service.

13.3 Support.

Estate Engine may provide technical support through channels and during hours Estate Engine establishes from time to time.

Unless Estate Engine expressly agrees otherwise, technical support does not include legal review or legal advice concerning Customer’s documents or clients.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Term.

This Agreement begins on the Effective Date and continues until Customer’s account is closed and all applicable subscription periods have ended, unless terminated earlier under this Agreement.

14.2 Suspension.

Estate Engine may immediately suspend some or all access to the Service if Estate Engine reasonably determines that:

(a) Customer has failed to pay an amount when due;

(b) Customer or an Authorized User has materially violated this Agreement;

(c) use of Customer’s account presents a security, fraud, abuse, legal, or operational risk;

(d) suspension is reasonably necessary to protect Customer Data, Estate Engine, another customer, an End Client, or a third party;

(e) Customer’s use violates applicable law or a governmental directive; or

(f) continuing to provide the Service could expose Estate Engine to material liability.

Estate Engine may restore access after the basis for suspension has been resolved to Estate Engine’s reasonable satisfaction.

14.3 Termination for Breach.

Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within 10 days after receiving written notice describing the breach.

Estate Engine may terminate immediately if the breach cannot reasonably be cured or involves fraud, unlawful activity, intentional unauthorized access, intentional misuse, infringement of Estate Engine’s intellectual property, or conduct creating a material security risk.

14.4 Estate Engine Termination Without Cause.

Estate Engine may terminate Customer’s account without cause by providing at least 30 days’ notice.

If Estate Engine terminates a prepaid subscription without cause, Estate Engine will refund the portion of prepaid subscription fees attributable to the period after termination.

14.5 Effect of Termination.

When this Agreement terminates:

(a) Customer’s right to access and use the Service ends;

(b) Customer remains responsible for fees incurred before termination;

(c) Customer Data will be handled under Section 9; and

(d) provisions that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute-resolution provisions, and general contractual terms.

15. DISCLAIMERS

15.1 Service Provided as Available.

To the fullest extent permitted by law, Estate Engine provides the Service, Estate Engine Materials, and Generated Documents on an “as is” and “as available” basis.

Except for the express obligations stated in this Agreement, Estate Engine disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy, completeness, and uninterrupted or error-free operation.

15.2 No Warranty of Legal Sufficiency.

Estate Engine does not warrant that any template, questionnaire, workflow, Generated Document, clause, provision, recommendation, or other content:

(a) is legally sufficient for a particular End Client or matter;

(b) complies with the law of a particular jurisdiction;

(c) reflects the most recent change in law;

(d) achieves a particular legal, tax, financial, probate, creditor-protection, public-benefits, or estate-planning result;

(e) contains every document or provision an End Client requires; or

(f) is free from errors, omissions, inconsistencies, or defects.

Customer’s professional review under Section 2 is an essential condition of Customer’s use of the Service.

15.3 No Security Warranty.

Estate Engine’s security obligations are limited to the express commitments in this Agreement.

Estate Engine does not warrant that the Service will be immune from all security vulnerabilities, attacks, interruptions, or unauthorized access.

15.4 No Reliance by End Clients.

The Service and Estate Engine Materials are provided to Customer for Customer’s professional use.

An End Client is not an intended third-party beneficiary of this Agreement and has no right to rely on Estate Engine, the Service, or Estate Engine Materials as a source of legal advice.

16. CUSTOMER INDEMNIFICATION

16.1 Indemnified Claims.

Customer must defend, indemnify, and hold harmless Estate Engine and its affiliates, members, managers, officers, employees, contractors, and agents from third-party claims, demands, actions, damages, judgments, settlements, penalties, liabilities, and reasonable attorneys’ fees and costs arising from or relating to:

(a) legal services provided or allegedly provided by Customer or an Authorized User;

(b) an End Client’s estate plan or any Generated Document used, approved, modified, delivered, executed, funded, or implemented by Customer;

(c) Customer’s failure to review a Generated Document or independently exercise professional judgment;

(d) Customer Data or Customer Materials, including allegations that Customer lacked authority to provide them or that they violate another person’s rights;

(e) Customer’s or an Authorized User’s violation of law, professional obligations, or this Agreement;

(f) Customer’s misuse of the Service; or

(g) a security incident caused by Customer’s systems, credentials, personnel, Authorized Users, or failure to satisfy Customer’s security obligations.

16.2 Estate Engine Conduct.

Customer has no indemnification obligation under this Section to the extent a final, nonappealable judgment determines that the applicable claim resulted directly from Estate Engine’s gross negligence or willful misconduct.

16.3 Defense Procedure.

Estate Engine must provide reasonably prompt notice of an indemnified claim.

Customer may control the defense with counsel reasonably acceptable to Estate Engine.

Customer must not settle a claim in a manner that admits wrongdoing by Estate Engine, imposes a nonmonetary obligation on Estate Engine, or fails to fully release Estate Engine without Estate Engine’s written consent.

17. LIMITATION OF LIABILITY

17.1 Excluded Damages.

To the fullest extent permitted by law, Estate Engine and its affiliates, members, managers, officers, employees, contractors, and agents will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to this Agreement, the Service, Estate Engine Materials, Customer Data, or Generated Documents.

This exclusion includes loss of profits, revenue, business opportunities, goodwill, data, anticipated savings, or business interruption, regardless of the legal theory asserted and regardless of whether Estate Engine knew or had reason to know that such damages were possible.

17.2 Liability Cap.

To the fullest extent permitted by law, the aggregate liability of Estate Engine and its affiliates, members, managers, officers, employees, contractors, and agents arising from or relating to this Agreement, the Service, Estate Engine Materials, Customer Data, or Generated Documents will not exceed the greater of:

(a) the fees Customer paid to Estate Engine during the six months immediately preceding the event giving rise to the claim; or

(b) $1,000.

This limitation applies collectively to all claims and theories of liability arising from the same or related events.

17.3 Application.

The limitations in this Section apply to claims based on contract, tort, negligence, strict liability, statute, or any other legal theory.

They apply even if a contractual remedy fails of its essential purpose.

The limitations do not apply to the extent applicable law prohibits the applicable limitation.

17.4 Allocation of Risk.

Customer acknowledges that the fees charged for the Service reflect the allocation of risk established by this Agreement and that Estate Engine would not provide the Service on the same economic terms without the limitations in this Section.

18. DISPUTE RESOLUTION AND GOVERNING LAW

18.1 Good-Faith Resolution.

Before filing a lawsuit arising from or relating to this Agreement, the complaining party must give the other party written notice describing the dispute and requested resolution.

The parties must then make a good-faith effort to resolve the dispute through direct discussions.

18.2 Mediation.

If the parties do not resolve the dispute within 30 days after notice, either party may require confidential mediation before litigation.

The mediation will occur in Salt Lake County, Utah, unless the parties agree otherwise.

The parties will select a mutually acceptable mediator and share the mediator’s fees equally.

If the parties cannot agree on a mediator within 15 days after a mediation request, or if mediation does not resolve the dispute, either party may proceed with litigation.

18.3 Exceptions.

A party need not complete Sections 18.1 and 18.2 before:

(a) seeking temporary, preliminary, or other injunctive relief to prevent actual or threatened misuse of intellectual property, Confidential Information, Customer Data, or the Service;

(b) responding to an immediate security threat; or

(c) pursuing undisputed amounts that are due and unpaid.

18.4 Utah Law and Exclusive Venue.

Utah law governs this Agreement without regard to conflict-of-law principles.

A lawsuit arising from or relating to this Agreement or the Service must be brought exclusively in a state court located in Salt Lake County, Utah, or the United States District Court for the District of Utah.

Each party consents to personal jurisdiction and venue in those courts.

18.5 Attorneys’ Fees.

In litigation arising from or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by law.

19. CHANGES TO THIS AGREEMENT

19.1 Amendments.

Estate Engine may amend this Agreement from time to time.

Estate Engine will provide reasonable notice of a material amendment by email, through the Service, or through another reasonable electronic method.

Unless a shorter period is reasonably necessary to comply with law or address a security or operational issue, a material amendment will become effective no earlier than 30 days after notice.

19.2 Acceptance of Amendments.

Customer’s continued use of the Service after the effective date of an amendment constitutes acceptance of the amended Agreement to the extent permitted by law.

Estate Engine may require Customer to affirmatively accept a material amendment before Customer continues using the Service.

19.3 Accrued Claims.

An amendment will not retroactively alter fees already incurred or materially change the contractual treatment of a claim that accrued before the amendment became effective.

20. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE

20.1 Electronic Transactions.

Customer consents to conducting transactions with Estate Engine electronically.

Customer agrees that electronic acceptance of this Agreement has the same legal effect as a handwritten signature to the fullest extent permitted by law.

20.2 Electronic Records.

Electronic records relating to Customer’s account, Plan, payments, notices, acceptance, and use of the Service may satisfy requirements that information be provided or maintained in writing to the fullest extent permitted by law.

20.3 Communications.

Estate Engine may send contractual, billing, account, security, operational, and other notices to the email address associated with Customer’s account or through the Service.

Customer is responsible for maintaining a current email address and monitoring communications concerning Customer’s account.

21. GENERAL TERMS

21.1 Independent Parties.

Estate Engine and Customer are independent contracting parties.

This Agreement does not create a partnership, joint venture, employment relationship, fiduciary relationship, franchise, agency, or attorney-client relationship between them.

21.2 No Third-Party Beneficiaries.

Except for the Estate Engine parties expressly protected by Sections 16 and 17, this Agreement does not create rights in any person or entity that is not a party to it.

An End Client is not a third-party beneficiary.

21.3 Assignment.

Customer must not assign or transfer this Agreement or Customer’s account without Estate Engine’s prior written consent.

Estate Engine may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, sale of substantially all assets, change of control, or similar transaction.

21.4 Business Transfers.

If Estate Engine undergoes a merger, acquisition, reorganization, financing, sale of assets, or similar transaction, Customer Data and other information associated with the Service may be transferred to the applicable successor or transaction participant subject to applicable confidentiality obligations and law.

21.5 Force Majeure.

Estate Engine will not be responsible for delay, interruption, or failure caused by circumstances outside its reasonable control, including natural disasters, governmental action, internet or telecommunications failures, utility failures, cyberattacks, labor disputes, war, terrorism, civil unrest, epidemics, or failures of third-party infrastructure.

This Section does not excuse Customer’s obligation to pay fees already incurred.

21.6 Waiver.

A party’s failure or delay in enforcing a provision does not waive that provision or any other provision.

A waiver is effective only for the specific matter for which it is given.

21.7 Severability.

If a provision of this Agreement is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted by law.

The remaining provisions will remain effective.

21.8 Headings.

Headings are for organization and do not limit or alter the substantive terms of this Agreement.

21.9 Notices.

Estate Engine may provide notices to Customer through the Service or at the email address associated with Customer’s account.

Customer may provide notices to Estate Engine through the contact method Estate Engine designates for legal or account notices through the Service or Estate Engine’s website.

A notice is effective when delivered electronically unless this Agreement expressly provides otherwise.

21.10 Entire Agreement.

This Agreement, together with Customer’s Plan selection and any additional terms expressly incorporated when Customer purchases or enables a Service feature, constitutes the entire agreement between Estate Engine and Customer concerning the Service.

It supersedes prior or contemporaneous agreements, representations, and understandings concerning the same subject.

21.11 Additional Written Agreements.

If Estate Engine and Customer later enter into a separately signed order form, data-processing agreement, enterprise agreement, or other written agreement that expressly modifies this Agreement, that separately signed agreement controls to the extent of an express conflict.

21.12 Order of Precedence.

If applicable documents conflict, the following order of precedence applies unless a later document expressly provides otherwise:

(a) a separately signed agreement expressly modifying this Agreement;

(b) this Agreement; and

(c) Customer’s applicable Plan and pricing terms.

21.13 Interpretation.

The words “include,” “includes,” and “including” are nonexclusive.

References to a “person” include an individual or legal entity as the context requires.

A reference to “written” or “in writing” includes an electronic record unless the context requires otherwise.

21.14 Electronic Acceptance.

The parties intend this Agreement to be enforceable without handwritten signatures.

Customer’s electronic acceptance constitutes execution of this Agreement and establishes the Effective Date.