Terms of Service
BY ESTATEASSIST, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ESTATEASSIST'S ONLINE SERVICE(THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AS EVIDENCED BY CREATION OF AN ACCOUNT USING THE NAME OF SUCH COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST TERMINATE YOUR ACCOUNT AND MAY NOT USE THE SERVICE.As part of the Service, EstateAssist will provide you with use of the Service, including a browser interface and data encryption, transmission, and access. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement / Terms and Conditions and EstateAssist's Privacy Policy.
1. Privacy & Disclosure
EstateAssist's Privacy Policy may be viewed at www.EstateAssist.app. EstateAssist reserves the right to modify its Privacy Policy in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, EstateAssist occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
2. License Grant & Restrictions
EstateAssist hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by EstateAssist and its licensors.
You may not access the Service if you are a direct competitor of EstateAssist, except with EstateAssist's prior written consent, after identifying yourself to EstateAssist as a competitor. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other competitive purpose.
You may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet- based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring within or by your User account and shall abide by all applicable local, state, and federal laws and regulations in connection with your use of the Service, including those related to data privacy, communications and the transmission of technical or personal data. You shall: (i) notify EstateAssist immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to EstateAssist immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another EstateAssist user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
EstateAssist does not own any data, information or material that you submit to the Service in the course of using the Service ("Your Data"). You, not EstateAssist, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Data, and EstateAssist shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. EstateAssist reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and EstateAssist shall have no obligation to maintain or forward any Your Data.
5. Intellectual Property Ownership
EstateAssist alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the EstateAssist Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the EstateAssist Technology or the Intellectual Property Rights owned by EstateAssist. The EstateAssist name, the EstateAssist logo, and the product names associated with the Service are trademarks of EstateAssist or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may communicate with third parties through the Service. Any such communications are solely between you and the applicable third-party. EstateAssist and its licensors shall have no liability, obligation or responsibility for any such correspondence between you and any such third-party. EstateAssist does not endorse any sites on the Internet that are linked through the Service. EstateAssist provides these links to you only as a matter of convenience, and in no event shall EstateAssist or its licensors be responsible for any content, products, or other materials on or available from such sites. EstateAssist provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested multiplied by the applicable User license fee currently in effect. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide EstateAssist with valid credit as a condition to signing up for the Service. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing and Renewal
EstateAssist charges and collects in advance for use of the Service. EstateAssist will automatically renew and bill your credit card each month or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses multiplied by the applicable license fee in effect during the prior term, unless EstateAssist has given you at least 30 days' prior written notice of a fee increase, which shall be effective upon renewal and thereafter. EstateAssist's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on EstateAssist's income.
You agree to provide EstateAssist with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, EstateAssist reserves the right to terminate your access to the Service and destroy your data, in addition to any other legal remedies.
All fees and costs shall be payable in U.S. dollars. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to EstateAssist herein, EstateAssist reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less. You will continue to be charged for User licenses during any period of suspension, until and unless you cancel your account. If you or EstateAssist initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that EstateAssist may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
You agree and acknowledge that EstateAssist has no obligation to retain Your Data and that Your Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Termination upon Expiration/Reduction in Number of Licenses
Your account and this Agreement shall continue on a month-to-month basis, until terminated. Either party may terminate this Agreement, by notifying the other party in writing. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You agree and acknowledge that EstateAssist has no obligation to retain the Your Data, and may delete such Your Data, more than 30 days after termination.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the EstateAssist Technology or Service will be deemed a material breach of this Agreement. EstateAssist, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, EstateAssist may terminate a free account at any time in its sole discretion. You agree and acknowledge that EstateAssist has no obligation to retain the Your Data, and may delete Your Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. EstateAssist represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online EstateAssist help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13. Mutual Indemnification
You shall indemnify and hold EstateAssist, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of EstateAssist has caused harm to another, (ii) that use of the Your Data infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iv) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that EstateAssist (a) gives written notice of the claim promptly to you; (b) gives you reasonable input and authority in the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release EstateAssist of all liability and such settlement does not affect EstateAssist's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
EstateAssist shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by EstateAssist of its representations or warranties; or (iii) a claim arising from breach of this Agreement by EstateAssist; provided that you (a) promptly give written notice of the claim to EstateAssist; (b) give EstateAssist reasonable input and authority in the defense and settlement of the claim (provided that EstateAssist may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to EstateAssist all available information and assistance; and (d) have not compromised or settled such claim. EstateAssist shall have no indemnification obligation, and you shall indemnify EstateAssist pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
14. Internet Delays and Down Time
ESTATEASSIST'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ESTATEASSIST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR APP DOWN TIME RESULTING FROM SUCH PROBLEMS.
15. Calculation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Notice
EstateAssist may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in EstateAssist's account information, or by written communication sent by first class mail or pre-paid post to your address on record in EstateAssist's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to EstateAssist (such notice shall be deemed given when received by EstateAssist) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Endeavor Technology Solutions, LLC at the following address: 245 Sandusky Street, Ashland, Ohio 44805.
17. Modification to Terms
EstateAssist reserves the right to modify the terms and conditions of this Agreement/these terms or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement/these terms. Continued use of the Service after any such changes shall constitute your consent to such changes.
18. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of EstateAssist but may be assigned without your consent by EstateAssist to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
19. General
This Agreement shall be governed by Ohio law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state courts located in Ashland County, Ohio. No joint venture, partnership, employment, or agency relationship exists between you and EstateAssist as a result of this agreement or use of the Service. The failure of EstateAssist to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by EstateAssist in writing. This Agreement comprises the entire agreement between you and EstateAssist.
20. Definitions
As used in this Agreement: "Agreement" means these online terms of use, and any materials available on the EstateAssist website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by EstateAssist from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Your Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service for one month; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, software code, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service; "Online Order Center" means EstateAssist's online application/feature that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "EstateAssist" means collectively the EstateAssist computer application, and its owner, Endeavor Technology Solutions, LLC, an Ohio limited liability company, having its principal place of business at 245 Sandusky Street, Ashland, Ohio 44805; "EstateAssist Technology" means all of EstateAssist's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know- how, techniques, designs and other tangible or intangible technical material or information) made available to you by EstateAssist in providing the Service; "Service(s)" means the specific edition of EstateAssist's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by EstateAssist, accessible via www.estateassist.app or another designated web site or IP address, or ancillary online or offline products and services provided to you by EstateAssist, to which you are being granted access under this Agreement, including the Content; "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by EstateAssist at your request).
21. Age
Individuals must be at least eighteen (18) years old to own an account in EstateAssist.
22. Data Controller and Data Processor:
EstateAssist does not own, control or direct the use of any of the Client Data stored or processed by a User via the Service. Only the Users are entitled to access, retrieve and direct the use of such Client Data. EstateAssist is largely unaware of what Client Data is actually being stored or made available by a User to the Service and does not directly access such Client Data except as authorized by the Client, or as necessary to provide Services to the Client and its Users.
EstateAssist is not responsible for the content of the Personal Data contained in the Client Data or other information stored on its servers (or its subcontractors' servers) at the discretion of the Client or User nor is EstateAssist responsible for the manner in which the Client or User collects, handles disclosure, distributes or otherwise processes such information.
23. Data Collected Automatically:
Certain information is collected by most browsers, such as your Media Access Control (MAC) address, computer type (Windows or Macintosh), screen resolution, operating system version and Internet browser type and version. We use this information to ensure that our Site functions properly.
Cookies are pieces of information stored directly on your computer. Cookies allow us to collect information such as browser type, time spent on the Site, pages visited and language preferences. We and our service providers use the information for security purposes, to facilitate navigation, to display information more effectively, and to personalize your experience while visiting the Site, as well as for online tracking purposes. We also use cookies to gather statistical information about the usage of the Site in order to continually improve the design and functionality, understand how customers use it, and to resolve questions about it. If you do not want information collected through the use of cookies, you have the ability to control that through your internet browser. If you choose to decline cookies, some or all of the features, functionality and promotions available through the Site may not be available to you.
Your “IP Address” is a number that is automatically assigned to the computer that you are using by your Internet Service Provider (ISP). An IP Address is identified and logged automatically in our server log files whenever a user visits the Site, along with the time of the visit and the page(s) that were visited. Collecting IP Addresses is standard practice on the Internet and is done automatically by many web sites. We use IP Addresses for purposes such as calculating Site usage levels, helping diagnose server problems, and administering the Site.
Information such as your location, as well as other information, such as your preferred means of communication, is collected when you voluntarily provide this information. Unless combined with Personal Information, this information does not personally identify you or any other user of the Site.
Aggregated Personal Information does not personally identify you or any other user of the Site, (for example, we may have aggregated Personal Information to calculate the percentage of our users who have a particular telephone area code).