Terms - Legata

Legata Service Terms

Last updated: October 5, 2026

These Legata Service Terms (these “Terms”), together with any order for the Services accepted by Legata, Inc. (“Legata” or “us”), any addendum to these Terms, and our privacy policy located at https://legata.com/privacy-policy/ (the “Privacy Policy”) (collectively, the “Agreement”), constitute the full and binding legal agreement between Legata and the individual or entity (“you”) that subscribes to, accesses or uses Legata’s software-as-a-service offering(s), the Legata website located at www.Legata.com (the “Website”), related products and services provided by Legata (including, if you are a Washington State resident, legal services provided by Legata as described in these Terms), and related content and materials (collectively, the “Services”). When these Terms use a defined term for which you meet the definition (such as Estate Owner, Client, Advisor Client, End Client, or Authorized User, as the case may be), that use of the defined term applies to you.

By accessing or using the Services, whether through the Website or via another point of access, you acknowledge that you have read, understood, and agree to be bound by the Agreement and, if applicable, the Electronic Legata Documents Custodianship Terms of Legata Law PLLC (see Section 15 of these Terms). If you do not accept the terms and conditions of the Agreement and, if applicable, the Electronic Legata Documents Custodianship Terms, please do not use or access the Services. By accessing and using the Services, you affirm that you are at least 18 years of age and are fully able and competent to enter into and comply with the Agreement and, if applicable, the Electronic Legata Documents Custodianship Terms. If you are accessing and using the Services on behalf of an entity, you affirm that you have the legal authority to bind that entity. In that situation, references to “you” will refer to both you and that entity; provided, however, that if you are an Authorized User of an entity that has in effect a written agreement with Legata with respect to the Services (an “enterprise agreement”), then in the event of any conflict or inconsistency between the enterprise agreement and the Agreement with respect to your use of the Services, the enterprise agreement will control.

These Terms require binding arbitration (and do not permit a jury or bench trial in a court of law) to resolve any dispute or claim against Legata. Any such dispute or claim will be resolved only on an individual basis and not in a class, consolidated or representative action. These Terms also contain a disclaimer of warranties and a disclaimer of liability, as well as indemnification by you. Please read them carefully. However, arbitration will not be required for any disputes or claims by Washington State residents about Legata’s practice of law under the Pilot Project (as described below), and a disclaimer of warranties, disclaimer of liability, or indemnification obligation will not apply to such Services to the extent that it is prohibited under Applicable Laws relating to the practice of law under the Pilot Project.

0. THE SERVICES / LEGAL SERVICES

As more fully described in these Terms, Legata provides access to a software-as-a-service platform for estate planning, plus related services and informational materials.

In Washington State, Legata’s generation of unique estate planning documents for the benefit of Washington residents who are using Legata’s lawyer-designed, automated document generation software, together with Legata’s provision of related legal guidance to those individuals through the integration of technology and legal expertise, constitutes the practice of law. The legal services that Legata offers in Washington State are provided under the authorization of the Washington Supreme Court as a participant in the Washington Pilot Project for Entity Regulation, and may include legal services that are either (1) not provided by a lawyer, (2) not able to be provided by a lawyer without participation in the Pilot Project, or (3) provided by a business that is owned in whole or in part by persons not licensed to practice law. For additional information about the Pilot Project for Entity Regulation or to file a complaint, please visit www.wsba.org/entityreg.

Except with respect to the technology-assisted legal services provided by Legata to Washington State residents:

Legata does not provide any legal, tax, accounting, financial or investment advice. The Services are a self-help resource and are not a substitute for the advice of an attorney, financial advisor, or other professional;
No attorney-client relationship, fiduciary relationship or other special relationship is created through use of the Services and communications with Legata are not protected by attorney-client privilege or as attorney work product; and
Although Legata strives to keep the Services accurate, complete and up-to-date, Legata has no obligation to ensure that they are.

If you want help deciding which estate planning arrangements are best for you and your family, including understanding how the law applies to your particular circumstances or problem or how documents created by the Services interact with your other legal documents, you should consult a qualified attorney, financial advisor, accountant or other qualified professional. Legata can help with a referral.

We understand that online estate planning isn’t suitable for everyone. As you answer questions and create documents using the Legata platform, we’ll point out where an attorney consultation might be a good fit. (For example, if you are a Washington state resident to whom we are providing technology-assisted legal services, we’ll refer you to an estate planning lawyer if your circumstances appear to be more complex than those for which our automated software is designed or if you tell us that you’d like to consult with an attorney. If you reside in another state and ask to receive legal advice, we will facilitate a referral to an attorney licensed in your state or otherwise associate with or engage a local attorney to provide legal advice consistent with local law.) The Legata platform allows you to easily share your information and documents with your attorney.

State laws differ on the validity of electronic wills and the content and execution requirements for wills and other estate planning documents, including whether they can be signed electronically and whether the law of more than one state can be applied to determine their validity. State laws may change from time to time. As a legal service provider for the benefit of Washington residents, Legata will confirm the validity under Washington law of documents they create and/or sign electronically through the Services. If you want to confirm the validity of other wills or other estate planning documents created and/or signed electronically through the Services or have other questions regarding the laws of your state, you should consult an attorney or other qualified professional in your state. Legata can help with a referral.

If presential signature and notarization of your estate planning documents is required or preferred, Legata can arrange for a notary to come to your location for executing documents in person.

1. DEFINITIONS.

“Account” means a Legata account for access and use of the Services.
“Advisor” means an attorney, paralegal, legal document assistant, legal document preparer, legal technician, financial advisor, accountant, trustee, or other professional (not including Legata and its attorneys or other personnel).
“Advisor Client” means an Advisor (including the Authorized Users of such Advisor) using the Services to aid the Advisor in providing related services to an Estate Owner who is the Advisor’s client/customer.
“Advisor Client Representative Information” means Personal Data relating to an employee or other authorized Representative of an Advisor Client that is received by Legata in connection with procurement, use and payment of the Services (for example, the names and email addresses of account managers and accounts payable personnel).
“Affiliate” means a person or entity that controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Aggregated Information” means System Data, strategies, and other data and information of or related to users and their use of the Services that is aggregated, anonymized or deidentified so that it does not and cannot be used to identify any individual person, entity or Estate.
“Applicable Laws” means all applicable statutes, rules or regulations and judicial and administrative case law that are binding in the applicable jurisdiction. In the case of technology-assisted legal services provided by Legata for the benefit of Washington residents under the Pilot Project, Applicable Laws include the rules and laws governing the practice of law, as modified for Legata for the Pilot Project by order of the Washington Supreme Court.
“Authorized User” of an Estate Owner means a person or entity (e.g., a spouse or life partner, Advisor, beneficiary, or family member) who is authorized by such Estate Owner to access and use the Services with respect to such Estate and who creates or is provisioned an Account. An Authorized User of an Advisor Client means an individual owner or employee of the Advisor Client who is authorized by such Advisor Client to use the Services as part of its organization and who creates or is provisioned an Account.
“Client” means an Estate Owner or an Advisor Client, as the context requires.
“Confidential Information” has the meaning given in Section 4(a).
“Documentation” means the then-current online help FAQs, user guides, instructional videos, and similar documentation for the Services provided by Legata within the Services.
“Electronic Legata Document” means an electronic will or other Estate-unique estate planning document that is generated by the Services and electronically signed through the related electronic signature platform, together with any affidavits, identification documents or other ancillary documents or images affixed to or logically associated with such electronically signed estate planning document.
“End Client” means a client/customer of an Advisor Client who is or becomes an Estate Owner.
“End Client Disclosures” means any disclosures that an Advisor Client, its Authorized Users, or its organization provide to actual or potential End Clients with respect to the Services or Advisor Client’s use thereof, including any disclosures about the relationships among or responsibilities of Legata, Advisor Client and End Clients.
“Estate” means the real and personal property assets and other estate planning-related matters, such as insurance or trusts, of an individual person (or, only in the case of an estate covered by reciprocal wills, a couple) that are covered by a particular subscription to the Services, as reflected in the subscription and Accounts for the Estate in the Services.
“Estate Data” means (i) any data, documents, information or material uploaded or submitted to an Estate in the Services by or on behalf of a Client or its Authorized Users and (ii) the Service Output for that Estate. Estate Data does not include (A) Aggregated Information, (B) System Data (except for any Estate Data within the System Data that has not been de-identified), (C) descriptions of legal, tax, financial or estate planning issues, requirements or strategies, other than any Estate-unique data or information contained in such descriptions, or (D) Advisor Client Representative Information.
“Estate Owner” means the person who controls the subscription(s) to an Estate and the access and use permissions for the Estate.
“Fees” means Plan Fees, subscription fees, additional fees for services not covered by subscription that Client elects to use, such as the Legata concierge service or a lawyer consultation (sometimes called “add-on services” or “a la carte services”), onboarding, setup or implementation fees or other one-time fees, taxes (if applicable), and other amounts that are payable for the Services.
“Initial Subscription Term” means the initial subscription period for the applicable Service offering, as set forth in the initial order for the Service offering.
“Intellectual Property” means inventions, works of authorship, know-how, algorithms, processes, designs, methods, improvements, devices, concepts, ideas, expressions and discoveries (in the case of any of the foregoing, whether or not reduced to practice and whether or not copyrightable or patentable) and know-how, trade secrets, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, and all other intellectual property and proprietary rights and forms of protection of a similar nature anywhere in the world (whether registered or unregistered), any application for the foregoing, and all rights to enforce the foregoing.
“Legata Indemnified Parties” means Legata, its Affiliates and its and their Representatives.
“Legata Materials” means (i) all of the data, content and materials of Legata and its licensors (and all related Intellectual Property rights) that are contained or used in the Services and the Service Output (other than the Estate Data) or otherwise provided to Client or its Authorized Users in connection with the Services, including information, templates, forms, samples, newsletters, articles, reports, decision trees, matrices, summaries, explanations and answers (e.g., about tax rates or exemptions, legislative history, or estate planning issues), images, audio recordings, videos and logos and (ii) the Documentation. Legata Materials may include Third-Party Materials.
“Legata Technology” means the Legata software-as-a-service platform and all software programs, tools, networks, websites (including the Website), equipment and other technology (and all related Intellectual Property rights) used in providing the Service. Legata Technology does not include Third-Party Materials.
“Losses” means any and all liabilities, losses, damages, judgments, awards, settlement payments, penalties, fines, fees, interest, costs or expenses (including reasonable fees of attorneys, other professionals and witnesses, court costs and filing fees, and other reasonable investigation and defense expenses).
“Personal Data” means Estate Data that identifies or could reasonably be used to identify a particular individual (such as a name, social security or tax identification number, email address, mobile or residence phone number, or residence address), other information that is or could be reasonably linked to a particular individual, or other data or information defined as “personal data” or “personal information” under Applicable Laws.
“Pilot Project” means the Washington Pilot Project for Entity Regulation, under which Legata is authorized by order of the Washington Supreme Court to provide technology-assisted legal services relating to estate planning.
“Plan Fees” means the Fees payable for the applicable estate planning document package (such as a Living Estate Plan or ILIT).
“Renewal Notice” means the notification (which may be an invoice) sent by Legata before the commencement of each Renewal Subscription Term for a Service offering, including the pricing for the Service offering applicable to such Renewal Subscription Term.
“Representative” of a party means the employees, directors, officers, consultants, professional advisors, representatives, or agents of such party.
“Service Output” means the Estate-unique estate planning documents and information that are generated by the Service (excluding any Legata Materials or Third-Party Materials therein).
“System Data” means analytical data collected by Legata or its subcontractors about the Services and their use, including metadata, IP addresses, device information, session recordings, user action statistics, technical logs, diagnostic data and other data about user interaction with the Service. System Data does not constitute Estate Data, except for any Estate Data contained within the System Data that has not been de-identified.
“Term,” “Subscription Term” and “Renewal Subscription Term” have the meanings given in Section 6.
“Third-Party Claim Against Legata” means any claim, action, suit or proceeding against any Legata Indemnified Party initiated by any person or entity other than Client, including government agencies, heirs, beneficiaries, representatives, Advisors, referred providers and Authorized Users.
“Third-Party Materials” means the software programs, websites, services, technology, information, content or materials (such as images, logos, templates, forms, recordings, videos or summaries) of third parties that are contained, used in or linked to the Services or used in conjunction with the Services (other than any such third-party information, content or materials that may be included in the Estate Data). For the avoidance of doubt, software programs, websites, services, technology, information, content, or materials created or owned by Affiliates of Legata, including Legata Law PLLC, are Third-Party Materials.

2. ACCESS AND USE OF THE SERVICES.

Account. Each user of the Services (including, in the case of an Advisor Client, each Authorized User in its organization) must register for an Account and receive unique access credentials in order to access and use the Services. If you are a participant in multiple Estates, you may use the same Account to access all of them. You must keep your Account information accurate, current and complete at all times. You are responsible for maintaining the security of your access credentials and other Account information and for all activity under your Account, including the input and download of Service Output and other Estate Data. Except to the extent caused by Legata’s breach of the Agreement or Applicable Laws, Legata is not responsible for unauthorized access to an Account. You agree to immediately notify Legata of any unauthorized access or use of your Account, lost or stolen access credentials, or other breach of security. You will ensure that neither you nor any of your Authorized Users uses the Account of another user. If you are an Advisor Client, you agree to promptly terminate the access credentials of any Authorized User who ceases to be employed or engaged by your organization.
Access and Use Rights.
1. Subject to and conditioned on your compliance with the Agreement and the Documentation, Legata grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to do the following in the United States, solely for your personal use (or, in the case of an Advisor Client, solely for its internal business purposes of providing services to an End Client as described in clause (ii)):
  - during the Term, access and use the Services, including the Legata Materials, in accordance with the applicable subscription(s) and additional services you purchased and the permissions granted to you in the Services (and, in the case of Advisor Clients, only by its Authorized Users); and
  - during and after the Term, use the Service Output that you receive in connection with your use of the Services and copy, modify, adapt, enhance or otherwise create derivative works of such Service Output.
2. Unless otherwise agreed in writing by Legata, an Advisor Client (A) shall use the Services only in connection with guiding or supporting its advice to an End Client who is personally using the Services and who has granted such Advisor Client access to an Estate through the Services; and (B) shall not use the Services to generate Service Output (whether for an actual End Client or on a generic basis).
3. Legata reserves all other rights.
Estates and Estate Owners.
1. Each Estate may have multiple Authorized Users/Accounts associated with it, with varying access and use rights. The Estate Owner of an Estate owns the Estate Data and has full access, use and control permissions for that Estate, including the authority to add or remove Authorized Users and change or revoke their permissions as the Service functionality allows. Authorized Users for an Estate have only the access and use permissions given to them by the Estate Owner in the platform (e.g., view only, edit, upload, download) and cannot add or remove Authorized Users or change their permissions. A person may be a participant in multiple Estates (e.g., a person may be an Estate Owner on one Estate and an Authorized User, such as a beneficiary, on another Estate).
2. Each Estate must have at least one subscription in the Services. If spouses or life partners have a reciprocal estate plan, sometimes called a “mirror will” (i.e., the estate plan for each person transfers all of that person’s property to their surviving spouse or life partner upon their death), then the spouses or partners may share one Estate and its subscription(s). If the couple elects not to have a reciprocal estate plan, each person must have a separate Estate in, and purchase separate subscriptions to, the Services. A single subscription may not be used for more than one Estate.
3. Each Estate has an Estate Owner. An Advisor Client is an Authorized User, not an Estate Owner, of each Estate with respect to which it is acting as Advisor and to which it has been granted access through the Services. In the case of an Estate with a reciprocal estate plan, the couple will choose the Estate Owner, and the Estate Owner may give the other person Authorized User/spouse permissions in the Estate. If you are a spouse or life partner whose relationship with the Estate Owner is ending and you wish to continue using the Services for your estate planning needs, you will have to create a new Estate and purchase a Service subscription for yourself unless the Estate Owner transfers the existing Estate to you. If Legata receives written notification from the Estate Owner or spouse/life partner that the couple no longer intends to share a reciprocal estate plan and/or a single Estate, Legata will create an additional Estate (subject to the payment of applicable Fees) and duplicate or transfer Service Output and other documents relevant to the spouse/life partner who controls the new Estate. The documents in each Estate may then be updated as desired by the respective Estate Owner.
4. Only the generation of unique estate planning documents (and related legal advice) for a Washington-resident Estate Owner who is personally accessing and using the Services constitutes the provision of legal services by Legata. The use of the Services by an Advisor Client or other Authorized User does not create any attorney-client relationship, fiduciary relationship or other special relationship, or any communication protected by attorney-client privilege or as attorney work product, between Legata and such Advisor Client, any such Authorized User or, except through the direct relationship between Legata and an Estate Owner who is personally using the Services, any End Client.
Client Responsibilities. You (and not Legata, except as provided below) are solely responsible for the following:
1. You are responsible for ensuring that the Services are compatible with your technical requirements and for the provision, maintenance, and use of the necessary hardware, network, internet connectivity, and non-Legata software.
2. You are responsible for the accuracy, quality, completeness, appropriateness, timeliness, integrity, legality and all other aspects of Estate Data provided by you, the means by which you acquired it and provided it to the Services, and for keying it accurately into the Services. Legata does not have any obligation to monitor, approve, control or verify Estate Data.
3. Except as provided in clause (iv), the Estate Owner (together with their Advisors, if applicable) is responsible for reviewing the Service Output, for confirming that it is complete and correct, and for executing it correctly. Legata is not responsible for any legal, tax, financial, estate planning or other Estate-related decisions and use of the Services does not relieve the Estate Owner (and their Advisors, if applicable) of responsibility for the preparation, accuracy, content, and/or review of Estate-related calculations, plans, strategies and documents and related returns or filings. Legata will not be liable for any legal, tax, financial or accounting errors or violation of Applicable Laws by you, any Client or any Authorized User or Representative of a Client, including any made in reliance on the Service Output.
4. When Legata is providing legal services under the Pilot Project (which applies only to Estate Owners who are Washington State residents), the following applies instead of clause (iii): Legata must fulfill its professional responsibilities as a legal services provider, such as meeting its obligations of competence and diligence and ensuring that the Estate Owner is sufficiently informed to make decisions. Legata is not otherwise responsible for any legal, tax, financial, estate planning or other Estate-related decisions and use of the Services does not relieve the Estate Owner (and their Advisors, if applicable) of responsibility therefor, except as otherwise expressly provided under Applicable Laws. The Estate Owner (and their Advisors, if applicable) should review the Service Output to confirm that it is complete and correct to the best of their knowledge and understanding. Legata will not be liable for any tax, financial or accounting errors or violation of Applicable Laws by the Estate Owner or any other person, including any made in reliance on the Service Output, except that Legata may be liable under Applicable Laws relating to legal malpractice if they resulted from errors or omissions in Legata’s legal services.
5. If you are an Advisor Client, you are responsible for the provision and content of any End Client Disclosures that you provide. You shall ensure that any End Client Disclosures are accurate, comply with Applicable Laws, and do not (A) violate, contradict, or purport to supersede the provisions of the Agreement or Applicable Laws; (B) promise that the Service, the Legata Materials or the Service Output are accurate, complete or up to date; (C) characterize the Service, the Legata Materials or the Service Output as being tax, financial or investment advice or, except for Services provided for the benefit of Washington residents that constitute legal services under the Pilot Project, legal advice; or (D) shift or impose liability on Legata (except for, solely with respect to legal services under the Pilot Project, descriptions of liability imposed on legal service providers under Applicable Laws).
6. You are responsible for preserving any records as may be required to be preserved by you or your Representatives under Applicable Laws. You shall not hold Legata out to any governmental or regulatory entity as preserving any such records on your behalf.
7. You are responsible for all acts and omissions of your Authorized Users and Representatives. Any act or omission by any of them that would constitute a breach of the Agreement if done by you will be deemed a breach by you.
Legata Responsibilities; Limitations on Legata’s Activities.
1. Legata shall (A) use commercially reasonable efforts to provide access to the Services provided through Legata’s software-as-a-service platform 24 hours a day, 7 days a week, except for planned maintenance downtime and any unavailability caused by circumstances beyond Legata’s reasonable control, such as internet service provider failures or delays or denial of service attacks; and (B) provide its standard technical support and customer service for the Services to Client at no additional charge, or upgraded support and customer service if available and purchased separately.
2. Legata will not do any of the following, except as required by Applicable Laws when the Service Output constitutes legal services under the Pilot Project: (A) review Estate Data or any part of the Service Output, including for accuracy, completeness or consistency; (B) provide advice, clarifications, or orientation about legal, tax, financial or other issues or consequences arising from the use of Service Output or the Legata Materials; or (C) evaluate the sufficiency or validity of Service Output or its execution for your or anyone else’s particular circumstances.
3. Legata strives to ensure that all Legata Materials used in and available through the Services are accurate, comprehensive and based on then-current Applicable Laws. However, the law changes rapidly, varies from jurisdiction to jurisdiction and may be subject to varying interpretations by different courts, agencies and examiners. Legata is not obligated to update the Service or Legata Materials and does not represent or warrant that the Legata Materials or the Service Output are correct, complete or up to date. However, to the extent that Legata Materials or Service Output constitute legal services under the Pilot Project, they are subject to Legata’s professional obligations as a legal service provider, such as the obligations of competence and diligence.
4. Legata may make changes to the Services or the Legata Materials at any time without notice. Legata will not update Service Output to reflect changes in Applicable Laws or related judicial and administrative interpretations, subsequent events or changes in circumstances.
5. Legata does not provide any notifications, monitoring, alerts or other services for any documents or other materials that are not Service Output (other than storage in the document vault for the Estate in the Services, if uploaded). Legata does not monitor the content or existence of materials in the document vault that are not Service Output, even if they are estate planning-related documents. Any notifications, alerts or other services that Legata provides with respect to any Service Output assume that there are no Estate-related documents or information in the document vault or outside of the Service that could conflict with or otherwise affect the Service Output. The Estate Owner (and their Advisors, if applicable), and not Legata, is responsible for confirming whether and how Service Output conflicts or otherwise interacts with other legal and financial documents that are not created by the Services.
6. Legata may establish practices and limits concerning use of the Services, including the maximum period of time that Estate Data will be retained and the maximum storage space that will be allotted to an Estate. Legata may modify those practices and limits at any time in its sole discretion, with or without notice, consistent with Applicable Laws. In addition, Legata reserves the right to terminate Accounts that are inactive for an extended period of time. You agree that Legata has no responsibility or liability for the deletion or failure to store data, except to the extent that Legata violated Applicable Laws.
Restrictions. You shall use the Services, the Legata Materials and the Service Output only as contemplated by the Agreement and the Documentation. You shall not use them for the benefit of any third party, except for authorized use by an Advisor Client in providing services to its End Clients. You shall not, and you shall not allow or assist any third party to, (i) license, sell, rent, distribute or otherwise commercially exploit the Services, the Legata Materials or, except for authorized use by an Advisor Client in providing services to its End Clients, the Service Output; (ii) share, make available or publicly display the Services or the Legata Materials to any third party (other than Authorized Users); (iii) use the Services or the Legata Materials to operate any timesharing, service bureau, software-as-a-service or similar business; (iv) frame, copy, modify, adapt, enhance or otherwise create any derivative work of the Services (other than the Estate Data), the Legata Materials, or the Legata Technology; (v) access or use the Services, the Legata Technology, the Legata Materials or the Service Output to design, develop or enhance a product or service that competes with the Services or that is designed to be used with the Services; (vi) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of or decrypt the Services or the Legata Technology, including the way the Services or Legata Technology interacts with other applications or APIs; (vii) violate any Applicable Laws in connection with access or use of the Services or the Service Output; (viii) remove, alter or obscure any notice of copyright or trademark or other proprietary notice within the Services, the Legata Materials or the Service Output; (ix) use the Services to store, transmit or introduce any malicious code; (x) interfere with or disrupt the integrity or performance of the Services or Legata Technology or access or use the Services or Legata Technology in a way that increases the cost to Legata of providing the Services or Legata Technology (such as uploading an unreasonable number or unreasonably large file sizes to the document vault), or attempt to do any of the foregoing; (xi) use the Services, the Legata Technology, the Legata Materials, the Service Output or Third-Party Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or violates Applicable Laws; (xii) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; (xiii) if you are blocked from accessing the Services, implement any measures to circumvent such blocking (such as masking your IP address or using a proxy IP address or virtual private network); (xiv) use the Services to upload, store, display, distribute, or make available offensive content, including pornography or other obscene content; or (xv) access or use the Services in any other way that, in Legata’s sole judgment, harms Legata, its Affiliates or Representatives or any other user, exposes them to liability, or restricts or inhibits them from using or enjoying the Services.
Subcontractors. Legata may use subcontractors to facilitate its obligations under the Agreement, and Legata shall be responsible for their acts and omissions relating to the Agreement as though they were those of Legata. For the avoidance of doubt, (i) attorneys, legal document assistants/preparers/technicians, or other Advisors that review Service Output or otherwise use the Services to aid in the provision of services to End Clients are not subcontractors of Legata, and (ii) Legata Law PLLC is not a subcontractor of Legata in its role as custodian of Electronic Legata Documents (see Section 15 of these Terms) or otherwise.
Services by Advisors. If you engage an Advisor to provide services related to your Estate or your Service Output (such as tax consulting, accounting, or financial services or legal document preparation or assistance services), you agree as follows:
1. Such Advisor’s services are provided solely by the Advisor, not Legata. The Advisor’s services are governed exclusively by your agreement with the Advisor (“Advisor Terms”), which is separate from your agreement with Legata;
2. If you use a referral code provided by an Advisor, Legata may, as a convenience, present you with the applicable Advisor Terms through the Service. In such case, you authorize Legata to record your acceptance and provide confirmation of such acceptance to the Advisor. Advisor Terms constitute a separate, direct, and legally binding agreement solely between you and the Advisor (and not with Legata) and, even if presented to you by Legata, will be binding on you and the Advisor as if they had been entered into directly between you and the Advisor without Legata’s involvement;
3. Legata is not a party to the Advisor Terms, does not control the Advisor, is not an agent, fiduciary, guarantor, or representative of the Advisor, and assumes no responsibility or liability for the Advisor’s services, acts, or omissions. Without limiting any other limitation of liability in the Agreement, Legata shall have no liability whatsoever for any service failures, breaches, or losses or liabilities arising from or related to the Advisor’s services or Advisor Terms, whether in contract, tort, statute, or otherwise, even if Legata facilitates access to and acceptance of Advisor Terms;
4. Legata will share your Confidential Information with the Advisor only as you direct, including through the permissions you establish for the Advisor in the Services and the authorizations set forth in these Terms;
5. If you are a resident of Washington and Legata is providing legal services to you, the attorney-client relationship is between Legata and you (and not the Advisor), Legata’s obligations as a legal services provider are to you (and not to the Advisor), and any protections under the attorney-client privilege and/or the attorney work-product doctrine belong to you (and not the Advisor). Sharing with or disclosing to an Advisor any legal advice, legal analysis, or legal work product provided by Legata (including through the Services) may result in a waiver of the attorney-client privilege or work-product protection. Legata assumes no responsibility for the consequences of any such disclosure, and you are solely responsible for evaluating the risks of sharing Legata’s advice with any Advisor; and
6. You will indemnify and hold harmless the Legata Indemnified Parties from any and all Losses incurred as a result of any Third-Party Claim Against Legata based on, arising out of or resulting from any dispute relating to the Advisor’s provision of Advisor services to you, the Advisor Terms, any claim that Legata is responsible for the Advisor or is a party to or liable under the Advisor Terms, or the disclosure of your Confidential Information (including, in the case of Washington residents, disclosure of legal advice, legal analysis, or legal work product) to the Advisor by you or by Legata as directed by you (including through the permissions you establish in the Services).
Changes to Service; Future Availability. Legata reserves the right, in its sole discretion, to make changes to any part of the Services or cease providing the Services or any part thereof, without liability to you or any third party, at any time in its sole discretion, with or without notice. You agree that your subscription(s) to and use of the Services are not contingent on the delivery of any future content, functionality or feature and do not depend on any comments made by Legata with respect to future content, functionality or features.
Third-Party Materials. The Services may incorporate, integrate, give access to or be linked to (or Legata may otherwise provide) Third-Party Materials. Legata is not responsible for and does not endorse any Third-Party Materials and any use is at your own risk. Third-Party Materials are subject to their providers’ licenses or other terms.
Referrals.
1. Through the Services or otherwise, Legata may provide you with referrals to third-party service providers such as lawyers, insurance companies, accountants, or financial advisors. If Legata refers you to a third-party service provider, you acknowledge and agree that (i) Legata provides a referral solely for informational purposes and does not endorse, guarantee, or control the services, quality, or performance of any referred provider (including Legata Law PLLC); (ii) Legata is not responsible (including through any theory of joint responsibility or vicarious liability) for any referred provider, its services, or any damages, losses, or liabilities related to its services; (iii) you are solely responsible for evaluating the suitability of any referred provider and its services and making informed decisions; and (iv) even if you are a Washington resident, the referral to the third-party service provider and the services they provide are not Legata legal services and no attorney-client protections apply to them. If you elect to use a referred provider, you will enter into a separate engagement letter or services agreement with them. Legata may receive a referral fee or other compensation from a referred provider or share in the fees payable to a referred provider (or, in the case of attorneys, share in the fees payable to such attorneys), if permitted by and in compliance with Applicable Laws. Compensation arrangements of this kind carry an inherent risk that a referral could be influenced by the fee rather than being based solely on an independent assessment of which provider is best suited to your needs. Legata’s policy is to base our referrals on their appropriateness for you, and we do not believe that any fee Legata may receive will affect our referrals, our independence or our professional judgment. You are under no obligation to use any referred provider and are free to independently locate, evaluate, and engage a service provider of your own choosing, including one from which Legata receives no compensation.
2. Advisors, other service providers and other third parties may refer their existing or potential clients/users to Legata. If you were referred to Legata, you acknowledge and agree that (i) Legata is not responsible for and does not endorse the referring party or its services; (ii) you (and not the referring party) will decide whether the referring party has access to your Estate; (iii) Legata will report certain information to the referring party, such as the number and type of Services purchases associated with them; and (iv) Legata will not otherwise share your Confidential Information with the referring party except as you direct, including through the permissions you establish in the Services and the authorizations set forth in these Terms. Legata may pay a referral fee or other compensation to the referring party or provide benefits to its referred clients/users (or, in the case of attorneys, share the fees payable to Legata with such attorney), if permitted by and in compliance with Applicable Laws.
Beta Features. Notwithstanding anything to the contrary in the Agreement, Legata will not have any liability (including in respect of warranty and indemnification obligations) for or related to any Service content, feature or functionality that is designated as “Beta” or otherwise identified as being for beta testing purposes or unsupported.
Audit. Legata has the right, upon reasonable notice to Client, to conduct an audit of Client’s records, Estate and associated Account(s) as reasonably necessary to confirm compliance with the terms of the Agreement.

3. INTELLECTUAL PROPERTY.

Legata Intellectual Property. Legata and its licensors own and retain all rights, title and interest in the Services, Legata Technology, Legata Materials, System Data (other than any non-deidentified Estate Data contained therein), Aggregated Information, Legata’s Confidential Information, and all enhancements, improvements or derivative works of the foregoing, including all related Intellectual Property rights. The Services and the Legata Materials are licensed, not sold. Nothing grants or conveys to you any title or Intellectual Property rights, except for the limited use and access rights expressly provided in the Agreement. The Services and the Legata Materials are protected by Intellectual Property laws, such as those regarding copyrights, trademarks, patents and trade secrets.
Client’s Intellectual Property; Estate Data.
1. The Estate Owner owns and will retain all right, title and interest in Estate Data and Client’s Confidential Information provided with respect to the Estate, including all related Intellectual Property rights, subject to the restrictions on use of Service Output set forth in these Terms.
2. Nothing in the Agreement grants or conveys to Legata any ownership rights in the Estate Data or Client’s Confidential Information, except as provided in Section 4(g) with respect to the creation and ownership of System Data and Aggregated Information. Nothing in the Agreement grants or conveys to any Authorized User (including any Advisor Client) any ownership rights in the Estate Data accessed by or submitted to an Estate by such Authorized User.
3. Upon written request from the Estate Owner or spouse/life partner of an Estate, Legata will create an additional Estate (subject to the payment of applicable Fees) and duplicate or transfer Service Output and other documents that are relevant to the spouse/life partner who controls the new Estate.
Feedback. If you provide Legata or its Representatives with any questions, comments, suggestions, ideas (such as requests for estate strategy enhancements), reviews, or other feedback relating to the Services (“Feedback”), you grant to Legata a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, with rights to transfer and sublicense, during and after the Term, to use, reproduce, display, distribute, and make derivative works of (exclusive of any Confidential Information of Client and as long as the substance of the original Feedback is not misrepresented) such Feedback for all lawful business purposes. Legata will not include the last name or other identifying information of any individual in any public display of the Feedback without that individual’s permission. Legata may, in its sole discretion, decide to incorporate Feedback in the Services but has no obligation to do so.
Use of Legata Marks. If you are an Advisor Client, you may publicly disclose that you use the Services to aid you in providing services to your clients/customers, and solely for that purpose, Legata grants you (as an Advisor Client) a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to use and display Legata’s name and relevant trademarks and service marks (the “Legata Marks”). You must use Legata Marks in accordance with Legata’s then-current branding guidelines. All goodwill developed from your use of the Legata Marks will accrue solely to the benefit of Legata. If you are not an Advisor Client, you do not have the right to use Legata Marks.

4. CONFIDENTIALITY.

Definition of Confidential Information. “Confidential Information” means information, data and know-how disclosed by Legata or its Representative or Client or its Authorized User or Representative, as the case may be (the “disclosing party”) to the other party or its Representative or Authorized User (the “receiving party”) in connection with the Agreement that is marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information includes (A) with respect to Legata, the non-public aspects of the Services (including the templates used in the Services and other Legata Materials that are not generally distributed to the public), source code, object code and other Legata Technology, lists of Legata customers, and Legata’s security measures; (B) with respect to a Client, all non-public Estate Data; (C) with respect to Legata and Advisor Clients, all non-public information relating to business plans and strategies, customers, financial information, pricing, forecasts, market analyses, research and development, and products and services (whether actual, planned or in development); and (D) with respect to both Legata and Clients, the non-public terms of the Agreement. Confidential Information does not include information that the receiving party can demonstrate by documentation was (i) already rightfully known to the receiving party without restriction on use or disclosure prior to the receipt of such information from or on behalf of the disclosing party, (ii) received by the receiving party on a non-confidential basis from a third party without a breach of an obligation to maintain its confidentiality, (iii) becomes generally known to the public other than by breach of the Agreement by the receiving party, or (iv) independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information. Confidential Information of a Client does not include descriptions of estate planning or tax issues, requirements or strategies (other than any Estate-unique data or information contained therein) or Advisor Client Representative Information.
Restrictions on Use and Disclosure of Confidential Information. The receiving party shall use the Confidential Information of the disclosing party solely to perform its obligations and exercise its rights under the Agreement, to comply with Applicable Laws, to discuss potential referrals or other business opportunities between Client and Legata, its Affiliates, or its commercial partners, or as otherwise permitted under the Agreement or authorized in writing by the disclosing party. The receiving party shall protect Confidential Information of the disclosing party from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature. The receiving party shall hold Confidential Information of the disclosing party in strict confidence and shall not disclose or authorize the disclosure of such Confidential Information to any third party, except (i) to the receiving party’s Representatives or subcontractors that have a need to know such Confidential Information and are bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as this Section, and (ii) as expressly contemplated by the Agreement and the Documentation, such as with respect to the disclosure by Legata of Estate Data to Advisors or other Authorized Users of Client or with respect to the submission of Electronic Legata Documents and related information to Legata Law PLLC in connection with its custodianship of Electronic Legata Documents. The receiving party is responsible for use and disclosure of the Confidential Information by its Representatives and subcontractors and their compliance with the obligations of the receiving party under this Section 4.
Disclosure by Legata to Representatives. Except as otherwise required by Applicable Laws, Legata will provide access to, copies of, or information about an Estate Owner’s Service Output (i.e., estate planning documents generated by the Service) and other Estate Data only to the Estate Owner, Authorized Users in accordance with the settings for the Estate, the Estate Owner’s legal representative and any other person(s) authorized by the Estate Owner in a legally sufficient writing (which, depending on the state, may require execution with the formalities of a will), and courts, regulatory agencies or other governmental bodies of competent jurisdiction. After the Estate Owner’s death, Legata will provide Service Output, or information about it, to the Estate Owner’s executor, trustee or other legally authorized representative, the probate court or other court or official of competent jurisdiction (if and as required by Applicable Laws) and, as requested and if permitted by Applicable Laws, the Estate Owner’s spouse/life partner, beneficiaries, or other interested parties.
Disclosure Required by Law. The receiving party may disclose Confidential Information of the disclosing party in order to comply with the order of a court, regulatory agency or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Laws, provided that the receiving party shall first have given written notice to the other party (if legally permitted to do so) and shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the Confidential Information. If the receiving party is legally compelled to disclose Confidential Information of the disclosing party, the receiving party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use its best efforts to preserve the confidentiality of other Confidential Information.
Breach Notification. If a receiving party becomes aware of unauthorized access, use, or disclosure of the disclosing party’s Confidential Information in the receiving party’s possession or under its control, the receiving party shall promptly notify the disclosing party, without undue delay in accordance with Applicable Laws and provide the disclosing party with information regarding such incident as reasonably requested by the disclosing party.
Return or Deletion. Legata will return or delete Confidential Information as provided in Section 6(f).
System Data; Aggregated Information. Legata and its subcontractors may monitor your and your Authorized Users’ use of the Services and collect and use System Data. In addition, Legata and its Affiliates may generate and use Aggregated Information. As between the parties, Legata solely owns all right, title, and interest in System Data (excluding any non-deidentified Estate Data contained therein) and Aggregated Information and all related Intellectual Property rights. You acknowledge and agree that there are no confidentiality obligations or other restrictions on Legata’s collection, generation and use for lawful purposes of System Data (excluding any non-deidentified Estate Data contained therein) or Aggregated Information.

5. DATA PROTECTION AND PRIVACY.

Consent. By using the Services, you consent to the collection, use, processing, disclosure and retention of Personal Data and other data as contemplated by the Agreement (including the Privacy Policy), the Documentation, and, if applicable, the Electronic Legata Documents Custodianship Terms (see Section 15 of these Terms).
Compliance with Laws. For the purposes of the Agreement, each of Legata and you are responsible for complying with Applicable Laws regarding data privacy. You shall ensure that you have all necessary rights and permissions, as required by Applicable Laws and otherwise, for your use of the Services as contemplated by the Agreement and the Documentation, including your submission of Estate Data to and downloading of Estate Data from the Services and the contemplated processing of the Estate Data by the Services. To the extent that Client is required to comply with the California Consumer Privacy Act (“CCPA”) or any other existing or newly enacted Applicable Laws regarding data privacy, Legata shall facilitate Client’s compliance with its obligations under such Applicable Laws, including with respect to data security and responses to data subject requests relating to Personal Data in Legata’s possession or under its control. Legata shall notify Client if it determines that it can no longer meet its obligations under the CCPA or any other Applicable Law requiring such notification. If and as required by Applicable Laws, Client has the right (i) to take reasonable and appropriate steps to ensure that Legata uses Personal Data in a manner consistent with Legata’s obligations under Applicable Laws and (ii) upon reasonable written notice, to take reasonable and appropriate steps to stop and remediate Legata’s unauthorized use of Personal Data.
Use of Estate Data. Legata and its subcontractors may retain, use, and disclose Estate Data solely (i) to provide and personalize the Services, provide customer support and otherwise perform Legata’s obligations under the Agreement; (ii) for internal business purposes to secure, maintain, evaluate, develop, and improve the Services; (iii) to comply with Applicable Laws and requests from governmental or regulatory agencies; (iv) to respond to, investigate or defend claims, such as a claim that the submission or processing of particular Estate Data violates Applicable Laws or the rights of a third party; (v) to protect the rights, property, or personal safety of Legata, its users, or others; (vi) to enforce the Agreement; and (vii) as otherwise provided in the Agreement or the Documentation (the “Business Purposes”).
Processing of Estate Data. The Agreement and the Documentation are your instructions for processing Estate Data that you submit to the Services or otherwise provide to Legata. Legata shall use and disclose Estate Data solely for the Business Purposes and shall not (i) retain, use, or disclose Estate Data for any other purpose (including any other commercial purpose) or outside of the direct business relationship between Legata and the Estate Owner, except as otherwise expressly permitted by the Agreement and Applicable Laws; (ii) sell and/or share (as such terms are defined in the CCPA) any Estate Data without the prior written consent or instruction of the Estate Owner; (iii) combine the Estate Data with any information it processes on behalf of any other party, except as expressly contemplated in the Agreement or the Documentation; or (iv) use the Estate Data to engage in cross-context behavioral advertising. Legata does not receive or process any Personal Data as consideration for any services or other items that Legata provides to Clients under the Agreement. Legata shall ensure that any Personal Data in deidentified form qualifies and remains qualified as deidentified information (as defined by Applicable Laws), shall make no attempt to re-identify any data subject to whom such Personal Data relates, and shall take reasonable measures to prevent such reidentification.
Data Protection. Legata shall maintain commercially reasonable technical, administrative and physical safeguards and procedures designed to protect the security, confidentiality and integrity of, and protect against unauthorized release, access, destruction, modification, or disclosure of, Estate Data and Client’s Confidential Information. Legata shall use commercially reasonable measures to ensure that any Legata subcontractors use reasonable data protection measures in handling any Estate Data or Confidential Information of Client.
Return or Deletion. Legata will return or delete Estate Data as provided in Section 6(f).

6. TERM; TERMINATION; SUSPENSION OF SERVICE.

Subscription Term. Unless earlier terminated as provided in the Agreement, (i) the initial Subscription Term for a Service offering will be the subscription term specified in the initial order for such Service offering (usually one year), starting on the date of the order unless a different start date is set forth in the order; and (ii) Client’s subscription to that Service offering will thereafter automatically renew for successive additional periods of the same length (each, a “Renewal Subscription Term”) unless either (A) Client cancels the subscription renewal by providing Legata with written notice of non-renewal to cancellations@legata.com at least one month before the expiration date of the then-current Subscription Term or (B) Legata cancels the subscription renewal by providing Client with written notice of non-renewal at least one month before the end of the then-current Subscription Term. The initial subscription term and each Renewal Subscription Term for a Service offering are referred to in the Agreement as a “Subscription Term”. A Subscription Term may not be terminated before its end except as expressly permitted by the Agreement.
Term of Agreement. The term of the Agreement (the “Term”) begins on the start date of the initial Subscription Term for Client’s first Service subscription and ends on the date of termination or expiration of the last Service subscription (including any Renewal Subscription Terms).
Termination for Breach; Termination for Insolvency.
1. If a Client or an Authorized User breaches any provision of the Agreement, all access and use rights for the Services, including the Legata Materials, shall immediately terminate, even in the absence of notice from Legata (though Legata may elect, in its sole discretion, to provide a notice of breach or termination), as follows: in the case of breach by an Estate Owner, for the Estate Owner; in the case of breach by an Authorized User of an Estate Owner that is not an Advisor Client, for such Authorized User; and in the case of a breach by an Advisor Client, for such Advisor Client and all of its Authorized Users. If the breach is material, then in addition to the foregoing and any other rights and remedies, Legata may elect to terminate the Agreement and the subscription and Accounts associated with the Estate (and therefore the access and use rights of both the Estate Owner and all Authorized Users associated with the Estate), by providing written notice of subscription termination to the Estate Owner. The Estate Owner may request in writing that Legata restore the access and use rights of the affected Client(s) or Authorized User(s) and, if applicable, restore the terminated subscription(s); and Legata may elect to restore them, subject to such conditions as Legata may specify (such as demonstrating to Legata’s satisfaction that the breach has been cured and will not reoccur). Unless and until Legata provides notice to Client (including by phone or email to the Estate Owner or the Advisor Client’s account contact, as the case may be) of its election, in its sole discretion, to restore terminated access and use rights, any affected Client or Authorized User does not have the right to use the Services or the Legata Materials. For the avoidance of doubt, all Fees for the Services remain payable and no person or entity is entitled to compensation, refund or credits with respect to any such termination. Without limiting the foregoing, Legata may suspend access to the Services as provided in Section 6(d).
2. If Legata breaches any material provision of the Agreement and, if such breach is capable of cure, fails to correct such breach within 30 days after receipt of written notice from a Client, such Client may (in addition to any other rights and remedies) terminate the Agreement.
3. Client may terminate the Agreement by written notice to Legata if Legata (A) ceases to operate in the ordinary course, (B) becomes insolvent or generally unable to pay its debts as they become due, (C) becomes the subject of any bankruptcy, liquidation, dissolution or similar proceeding that is not resolved within 60 days of filing, (D) makes an assignment for the benefit of its creditors, or (E) has a receiver, trustee, custodian, or similar agent appointed for a material portion of its property or business (any of these, an “Insolvency Event”). Legata may terminate the Agreement by written notice to the Estate Owner if the party responsible for payment of Fees under the Agreement is subject to an Insolvency Event and, if not the Estate Owner, the Estate Owner does not assume the payment obligations under the Agreement.
4. Either party may terminate the Agreement if Legata’s provision of the Services to Client is prohibited by Applicable Laws.
Suspension of Service. Legata may (in addition to any other rights and remedies) suspend Client’s and any Authorized User’s Account or access to any portion or all of the Services, without liability, if (i) there is a material risk to or disruption of the security or performance of the Services or the Legata Technology or to any client, supplier, vendor or commercial partner of Legata that was caused by the actions or omissions of such Client or its Authorized Users or Representatives (a “System Threat”); (ii) the person or entity responsible for payment under the Agreement is in breach of its payment obligations under the Agreement or is subject to an Insolvency Event and, if not the Estate Owner, the Estate Owner does not assume and pay the payment obligations; (iii) there is suspicious activity in the Account; (iv) Client or any of its Authorized Users or Representatives is using the Services, the Legata Materials or the Service Output for activities that are in violation of Applicable Law or otherwise in breach of the Agreement; or (v) Legata’s provision of the Services to Client or such Authorized User(s) is prohibited by Applicable Law. In the case of breach of payment obligations, Legata shall notify the party responsible for payment (including by phone or email to the Estate Owner or the Advisor Client’s account contact, as the case may be) at least five days before suspension. In the case of a System Threat or any other basis for suspension, Legata shall use commercially reasonable efforts to provide notice (including by phone or email to the Estate Owner or the Advisor Client’s account contact, as the case may be) before suspension. Legata shall work in good faith with the applicable parties to resolve the circumstance giving rise to the suspension and shall resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is resolved. If a System Threat that led to suspension of the Services is not resolved within 30 days following notice of suspension, such failure shall be deemed a material breach of the Agreement by Client. All Fees for the Services remain payable during the period of suspension and no person or entity will be entitled to any compensation, refund or credits for any period of suspension, unless the suspension was due to Legata’s error or omission (including a determination that the System Threat was not actually caused by the actions or omissions of Client, its Affiliates, or its or their Authorized Users or Representatives) or the suspension was due to a legal prohibition on Legata’s provision of the Services to clients in Client’s jurisdiction (and not Client or its Authorized Users specifically). Legata shall not delete any Estate Data during the period of suspension.
Effect of Termination. Upon termination or expiration of the Agreement, Client’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below) and Legata will delete Estate Data and Client’s Confidential Information as provided in subsection (f) of this Section. Except in the event of termination of the Agreement for breach by Legata, Client remains responsible for all Fees and other payment obligations applicable to the remainder of the then-current Subscription Term(s), no refunds are available for any portion of any Subscription Term that has been prepaid, and Client expressly waives any right to charge back any amount paid via credit card or other means. If Client terminates the Agreement for breach by Legata or because Legata’s provision of the Services to clients in Client’s jurisdiction (and not Client or its Authorized Users specifically) is prohibited by Applicable Laws, then Legata shall refund Client the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term(s) (not including any Plan Fees or other one-time fees). All provisions that by their nature should survive termination of the Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification obligations, duties of confidentiality and the Dispute Resolution and Arbitration Agreement in Sections 12 and 13 of these Terms).
Return and Deletion of Data.
1. Upon Client’s written request at any time up to three months after termination of the Agreement, Legata shall either, as determined by Legata, (i) provide Client with an export file of Estate Data stored on Legata’s systems in a commonly used format reasonably determined by Legata and subject to Legata’s standard fees for the preparation for such export file; or (ii) provide Client with limited access to the Services, at no additional cost and subject to the obligations and restrictions of the Agreement, solely for the purpose of downloading Service Output and other Estate Data as permitted by the functionality of the Services. Any such download by or export to an Advisor Client of its End Client’s Estate Data will require the authorization of such End Client.
2. Upon written request of the Estate Owner at any time during the Term or up to three months after termination of the Agreement, Legata shall promptly delete the requested Estate Data or Client Confidential Information in Legata’s possession or under its control, other than Estate Data or Confidential Information retained in system backups or logs for a limited time or that must be retained to fulfill obligations under the Agreement or other agreements, to address requests by Clients or Authorized Users (such as requests for referrals to attorneys or other service providers, establishment of a separate Estate for a spouse/life partner, or provision of Service Output to a spouse/life partner or third party), for recordkeeping, dispute resolution, regulatory, legal, or audit purposes, for platform integrity and prevention of fraud or abuse, or for compliance with Legata’s standard data retention policies; provided, however, that Legata shall not be obligated to do so unless and until Legata is released from any claims or liability relating to the Estate Data or Confidential Information requested to be deleted, in written form reasonably acceptable to Legata with respect to both content of the release and the releasing parties. For the avoidance of doubt, an Advisor Client does not have the right to request that Legata delete Estate Data of its End Clients.
3. “Deletion” of information means deletion, destruction or overwriting, or if applicable, anonymization or de-identification (e.g., replacing a field with text such as “name deleted” or “address deleted” or the content of a record with text such as “content deleted”).
4. Legata may, but has no obligation to, maintain or return Estate Data more than three months after termination of the Agreement. If the Estate Owner does not request deletion in accordance with clause (ii), Legata will delete Estate Data or Client’s Confidential Information in accordance with Legata’s standard data retention policies.

7. FEES.

Fees.
1. Client shall pay Legata in advance (unless otherwise agreed by Legata) the Fees applicable to the purchased Service offering(s), without offset or deduction. All Fees are denominated and payable in US dollars. A Service subscription is non-cancellable during a Subscription Term and, except as expressly provided in the Agreement, payments are non-refundable.
2. Except in certain cases where an Estate Owner has purchased a package combining the Service with third-party services, an Estate Owner generally can explore the Legata platform and generate one or more Legata estate planning documents before paying the applicable Plan Fees; payment is due only when the Client wants to review or download the document(s). Subscription Fees are consideration for Client’s right to access and use Legata’s software-as-a-service platform and related services and Legata Materials during the entire Subscription Term (which generally cannot be cancelled before its end). If a Client purchases an add-on attorney consultation or concierge session, its non-refundable Fee will be charged once it has occurred. Plan Fees, subscription Fees, add-on Fees and other non-refundable Fees are earned by and are the property of Legata at the time of payment and will not be deemed to be an advance fee deposit or prepayment for legal services, even if they are paid for the benefit of Washington residents.
3. For further clarity with respect to legal services provided for the benefit of Washington residents, Plan Fees are a flat fee for Legata’s generation of unique estate planning documents through its automated document generation software, together with Legata’s provision of related legal guidance. Plan Fees will not be placed in a trust account even if they are paid before the generation of Client’s estate planning document(s). Advance payment of Plan Fees does not affect Client’s right to terminate the client-lawyer relationship. However, Client may not be entitled to a refund of the Plan Fees or any portion thereof if the relationship is terminated before the estate planning documents have been generated.
Taxes. Client is responsible for paying (or reimbursing Legata for its payment of) all sales, use, value-added, and excise taxes, withholding taxes, and other similar taxes, duties or other charges assessed or imposed by any governmental authority with respect to the Services or the Fees, other than taxes based on Legata’s net income, assets, property and employees. Unless otherwise specified on the applicable order, Fee amounts exclude any such taxes, duties and charges.
Pricing Changes. Legata reserves the right to change the Fees applicable to the Services at any time in its sole discretion. If Legata changes the pricing with regard to a subscription that will automatically be renewed, such change will be effective on the first day of the next Renewal Subscription Term, provided that Legata has specified the new pricing terms in a Renewal Notice sent at least 45 days prior to the expiration of the current Subscription Term. If the subscription renewal is not timely cancelled as provided in Section 6(a), the subscription will automatically renew with the new pricing set forth in the Renewal Notice. If Client does not want to continue the Service offering under the new pricing terms, Client must timely cancel the subscription renewal as provided in Section 6(a). Client’s continued use of the Service offering after the price change becomes effective constitutes Client’s agreement to pay the changed amount.
Authorizations. Client authorizes Legata or its payment processor to bill the bank account or credit card provided by Client (the “payment method”) to pay amounts due under the Agreement, in advance for Client’s initial order and for one-time charges, and if Client is paying for a subscription, on a periodic basis until the subscription is terminated in accordance with these Terms. As a condition to receive the Services, Client authorizes Legata (or its service provider) to store the payment method for future subscription renewals or other transactions processed in accordance with the Agreement. Client shall notify Legata of a new payment method or other change in relevant Account information promptly and, in any event, at least 14 days before the next billing date. In no event is Legata liable for any amounts or fees charged with respect to Legata’s charge or debit of the payment method, including any charges for non-sufficient funds. The authorization given by Client in this Section will remain in effect for as long as Client has any outstanding payment obligations.
Late Payments. Overdue amounts will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. Client shall reimburse Legata for any collection agency fees, attorney’s fees, court costs and other reasonable expenses Legata incurs in collecting any overdue amounts. In addition, the provisions of Section 6(c) and (d) apply to payment delinquencies.
Restarting Service After Subscription Cancellation. If Client does not renew Client’s annual Legata subscription and does not reinstate it within six months of non-renewal, then to later access Client’s Estate on the Legata platform and access and use the Services (including the ability to download and modify Service Output), Client must (i) purchase an annual Legata subscription at the then-current subscription price and (ii) either purchase a new Plan package or pay a one-time fee equal to the number of subscription years since the cancellation times the then-current annual subscription price.
Payment Disputes. If Client does not assert a payment dispute in writing within one month after the due date of the applicable invoice, Client waives the right to dispute such charges. The undisputed portion of the invoice must be paid by the due date. Legata will not exercise its suspension or termination rights or apply interest on late payments for the disputed charges, provided that the charges were disputed reasonably and in good faith and Client provides reasonable cooperation to resolve the dispute.
Fee Payments on Behalf of Clients.
1. If an Advisor Client or other party besides the Estate Owner agrees to pay the applicable Fees for an Estate, then references to “Client” in this Section 7 shall refer to such party; provided, however, that the Estate Owner of such Estate remains responsible for payment of any Fees that are not paid by such party. If neither the party who undertook to pay the Fees nor the Estate Owner pays the applicable Fees when due, Legata may suspend or terminate the applicable Service(s) for such Estate for material breach or, if there is a free version of the applicable Service available, downgrade it to a free version.
2. If you are a Washington resident and an Advisor or other third party is paying Plan Fees on your behalf, then (A) as further described in Section 2(h) of these Terms, the attorney-client relationship is between Legata and you (and not the Advisor); (B) Legata is providing legal services to you because Legata has determined that the arrangement does not interfere with Legata’s professional judgment or compromise its duty of loyalty to you; and (C) you agree that Legata has your informed consent to provide legal services to you.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

Your Warranties.
1. You represent and warrant that (i) if you are a person, you are at least 18 years of age and are fully able and competent to enter into and comply with the Terms; (ii) if you are an entity, you are duly organized, validly existing and in good standing under the laws of the country and/or state in which you are organized and you have full power and authority to enter into the Agreement; and (iii) the Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which you are a party or by which you are bound.
2. You represent and warrant that, with respect to any Estate Data you provide or authorize your Authorized Users or Representatives to provide (including any Estate Data about a person that is not you), (i) you have all rights and permissions necessary to provide it to the Services and for Legata and its subcontractors to use it in providing the Services with respect to the applicable Estate as contemplated by the Agreement and the Documentation; and (ii) such provision and use does not and will not violate any privacy rights, intellectual property rights or any other rights of any third party.
3. You represent and warrant that the Estate Data that you provide to the Services is correct. Each Client represents and warrants that all Estate Data provided by its Authorized Users is correct.
Legata Warranties and Exclusive Remedy. Legata warrants that (i) it has full power and authority to enter into the Agreement; (ii) the Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which it is a party or by which it is bound; and (iii) Legata will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the Services contain no computer virus, Trojan horse, worm, or other similar malicious code. If Legata does not render a Service conforming with the warranty in clause (iii) within 30 days of written notice to Legata of such nonconformity, then, as the sole and exclusive remedy for any such nonconformity, the Estate Owner may terminate its subscription for such Service upon written notice to Legata and Legata shall refund to the party who pays Fees the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term (not including any one-time fees, such as onboarding fees). Such warranties do not apply to the extent that the nonconformity was caused by (A) Third-Party Materials or Estate Data; (B) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Legata or specified in the Documentation for use with the Services, if the nonconformity would not have occurred but for such combination; (C) modification of the Services other than by or on behalf of Legata or with Legata’s written approval in accordance with Legata’s written specifications; or (D) failure to timely implement any modifications, upgrades, replacements, or enhancements made available by or on behalf of Legata.
Disclaimer of Warranties. Except as specifically set forth in these Terms and to the maximum extent permitted by Applicable Laws, (i) the Services are provided “as is” and all use of and reliance on such Services, the Legata Technology, the Legata Materials, the Service Output and any Third-Party Materials is at Client’s and your sole risk and discretion; and (ii) Legata gives no warranties of any kind, whether express, implied, statutory, or otherwise, including any warranty of non-infringement or the implied warranties of merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, Legata does not represent or warrant that the Service or the Service Output will meet requirements; that the Services will be uninterrupted, free from errors or omissions, or otherwise reliable or that defects will be corrected; that the Services or the Service Output is correct, complete, or compliant with the laws of the applicable jurisdiction; or that the Services will be free of viruses or other harmful components. For the avoidance of doubt, Legata makes no representations or warranties for the direct or indirect benefit of any End Client unless such End Client has personally accessed the Services and affirmatively agreed to these Terms with Legata (and, in such case, Legata makes only the representations and warranties to Clients specifically set forth in these Terms). Some or all of the above exclusions may not apply, and you may have additional rights, in jurisdictions that do not allow the exclusion of certain warranties.

Notwithstanding anything to the contrary in the foregoing, to the extent that Legata is providing technology-assisted legal services under the Pilot Project, Legata is subject to its professional responsibilities as a legal services provider (such as obligations of competence and diligence) and Legata may be liable under Applicable Laws relating to legal malpractice if there are errors or omissions in Legata’s legal services. For the avoidance of doubt, technical or operational failures of the Legata platform (such as uptime issues or bugs) are not errors and omissions in Legata’s legal services.

9. INDEMNIFICATION.

By Non-Advisor Clients. Each Client who is not an Advisor Client shall indemnify and hold harmless the Legata Indemnified Parties from any and all Losses incurred as a result of any Third-Party Claim Against Legata based on, arising out of or resulting from (i) Estate Data; (ii) actual or alleged violation of Applicable Laws or breach of this Agreement by such Client or its Authorized Users or Representatives; or (iii) use of or reliance on the Legata Materials or the Service Output by such Client, its Authorized Users or its Representatives.

In the case of technology-assisted legal services provided by Legata under the Pilot Project: (A) Client’s indemnification obligations apply only to the maximum extent permitted under Applicable Laws; (B) Client’s indemnification obligations under clause (ii) do not apply to the extent that such actual or alleged violation or breach resulted from errors or omissions in Legata’s legal services; and (C) Client’s indemnification obligations under clause (iii) apply only with respect to use or reliance on Legata Materials or Service Output that are not Client-unique or that are used in a way not advised by Legata. If you are a Washington State resident who will receive legal services from Legata, you should seek independent legal advice about your indemnification obligations with respect to such legal services.
By Advisor Clients. Each Client who is an Advisor Client shall indemnify and hold harmless the Legata Indemnified Parties from any and all Losses incurred as a result of any Third-Party Claim Against Legata initiated by any party other than such Advisor Client, including government agencies, heirs, beneficiaries, Representatives, trustees, Authorized Users and End Clients, based on, arising out of or resulting from (i) products or services provided to an End Client by such Advisor Client; (ii) Estate Data submitted to the Service or otherwise provided to Legata by such Advisor Client and its Authorized Users and Representatives; (iii) actual or alleged violation of Applicable Laws or breach of this Agreement by such Advisor Client or its Authorized Users or Representatives or by an End Client who has not yet accessed the Service and affirmatively accepted these Terms with Legata; (iv) use of or reliance on the Legata Materials or the Service Output by such Advisor Client, its Authorized Users, its Representatives or its End Clients; and (v) any representations and warranties made by such Advisor Client to End Clients concerning the Service, the Legata Materials or the Service Output.
Indemnification Procedure. When seeking indemnification, Legata shall promptly notify the indemnifying party (the “Indemnitor”) in writing of any Third-Party Claim Against Legata for which Legata believes it or other Legata Indemnified Party is entitled to be indemnified pursuant to this Section. Legata will solely control the defense and/or settlement of the Third-Party Claim Against Legata, at the Indemnitor’s sole cost and expense; provided, however, that the Indemnitor may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall cooperate in all necessary respects with Legata in the defense of the Third-Party Claim Against Legata, at the Indemnitor’s sole cost and expense. Legata shall not settle any Third-Party Claim Against Legata without the Indemnitor’s written approval (which approval shall not be unreasonably withheld or delayed). If Legata fails to defend or refuses to assume control of the defense of such Third-Party Claim Against Legata, the Indemnitor shall have the right, but not the obligation, to defend such Third-Party Claim Against Legata, including settling it after giving notice to Legata, in each case in such manner and on such terms as the Indemnitor may deem appropriate; provided, however, that the Indemnitor shall not settle any Third-Party Claim Against Legata without Legata’s written approval (which approval shall not be unreasonably withheld or delayed). Legata’s failure to perform any of its obligations under this subsection (c) will not relieve the Indemnitor of its obligations under this Section, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

10. LIMITATION OF LIABILITY.

Exclusion of Certain Damages. In no event will Legata be liable to Client or any other party for cost of cover or any indirect, special, punitive, consequential, or incidental damages, including lost business or profits or lost data, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable.
Limitation of Liability. In no event shall Legata’s aggregate liability under the Agreement exceed the following: (i) if you are an Estate Owner or an Advisor Client, the amounts paid or payable to Legata under the Agreement for the applicable Estate in the six (6) months preceding the event giving rise to the claim; or (ii) if you are not an Estate Owner or an Advisor Client, $100.
Limitation of Claims. Neither party may bring any claim relating to the Agreement more than one year after the events giving rise to the claim occurred. The previous sentence will not apply to a party’s breach of its confidentiality obligations set forth in Section 4, to any infringement or misappropriation by a party of any Intellectual Property rights of the other party, or to Client’s obligations to pay Fees and other payment obligations under the Agreement.
General. These exclusions and limitations apply even if remedies are insufficient to cover all of the losses or damages of a party. Without these limitations, the fees for the Services would be significantly higher. Some or all of the above exclusions or limitations may not apply to you, and you may have additional rights, in jurisdictions that do not allow the disclaimer or exclusion of certain kinds of damages or limitations of certain kinds of liability (for example, in jurisdictions that do not allow the limitation of liability for gross negligence or willful misconduct).
Applicability to Legal Services. When Legata provides technology-assisted legal services to a Client under the Pilot Project, an exclusion or limitation set forth in this Section 10 will not apply to the extent that it constitutes a prospective limitation of Legata’s liability for malpractice, unless such limitation is permitted by Applicable Laws and the Client was independently represented by a lawyer in connection with the Agreement. Legata is subject to its professional responsibilities as a legal services provider, including obligations of competence and diligence and Legata may be liable under Applicable Laws relating to legal malpractice if there are errors or omissions in Legata’s legal services. For the avoidance of doubt, technical or operational failures of the Legata platform (such as uptime issues or bugs) are not errors and omissions in Legata’s legal services.

11. INDEPENDENT CONTRACTORS; PROFESSIONAL ADVICE.

Independent Contractors. Legata is an independent contractor, and nothing in the Agreement shall be construed as creating a joint venture, partnership, agent, or fiduciary relationship between Legata and any Client or other party.
No Professional Advice Generally; Legal Services in Washington State.
1. For all Services other than the technology-assisted legal services provided by Legata to Washington State residents (as described in clause (ii) below), the Services provide general information that is found in statutes, rules, regulations and case law and is not uniquely applicable to any user’s particular situation or request. You acknowledge and agree that the Services, Legata Materials and Service Output are for illustrative and informational purposes only and do not constitute legal, tax, accounting, financial or investment advice. Legata does not represent you as a lawyer and the attorney-client privilege and the attorney work product doctrine do not apply to the Services or the Service Output. Legata is not a tax advisor, accountant, financial advisor, or investment advisor and no advisory, fiduciary or other special relationship is created by your use of the Services. The templates, forms, information and other Legata Materials in the Services are not a substitute for the advice or services of an attorney. The Services do not include any audit support.
2. In Washington State, Legata’s generation of unique estate planning documents for Washington-resident Estate Owners who are using Legata’s automated document generation software, together with Legata’s provision of related legal guidance to those individuals through the integration of technology and legal expertise, constitutes the practice of law. The legal services that Legata offers in Washington State are provided under the authorization of the Washington Supreme Court as a participant in the Washington Pilot Project for Entity Regulation, and may include legal services that are either (1) not provided by a lawyer, (2) not able to be provided by a lawyer without participation in the Pilot Project, or (3) provided by a business that is owned in whole or in part by persons not licensed to practice law. For additional information about the Pilot Project for Entity Regulation or to file a complaint, please visit www.wsba.org/entityreg.
  
  Any other Services provided by Legata do not constitute legal services, even if provided to or for the benefit of Washington residents. For example, the following do not constitute legal services:
  - Legata’s provision of the Legata Technology and its technical features and functionality;
  - non-legal tools within the Services, such as tax and net worth calculators and simulators, asset trackers or inventory tools, plan analyzer tools, and the document vault;
  - referrals to third-party service providers;
  - content of general interest or general applicability (such as articles, blog posts, or social media content) published or disseminated by Legata, including through its resources/education page or other pages on the Website, its chat bot, other websites, newsletters, or otherwise.
  All non-legal content, Services and Service Output are for illustrative and informational purposes only and do not constitute legal, tax, accounting, financial or investment advice. Reading, engaging with or using them does not create an attorney-client, fiduciary or other special relationship.
3. Legata staff attorneys may not be licensed to practice law in your state. For the avoidance of doubt, you agree that any consultation about the Services or your Service Output provided to you by a Legata staff attorney (e.g., through Legata’s concierge service) with respect to a state in which such attorney is not licensed is for informational purposes only and does not constitute legal services. If you request that Legata provide legal advice or other legal services for a jurisdiction in which no Legata staff attorney is licensed to practice law, Legata will use commercially reasonable efforts to facilitate a referral to a local attorney or to otherwise engage or associate with an attorney licensed in that jurisdiction (e.g., through a subcontractor or co-counsel relationship) to provide legal advice consistent with local law.
Legata Reliance on Estate Data. Client acknowledges and agrees that, in producing the Service Output, Legata relies on the accuracy and completeness of, the Estate Data and assumptions that are furnished by Client and its Authorized Users and Representatives, without any independent investigation or verification (except as required by Applicable Laws), and that their inaccuracy or incompleteness could materially affect the content or usability of the Service Output.

12. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT.

It is Legata’s goal to resolve any dispute, claim, or controversy arising from or relating to the Agreement or your access or use of the Services, the Legata Materials or the Service Output (a “Dispute”) through discussion, and then by mediation if necessary, and then by binding arbitration if necessary. This includes any Dispute regarding whether an alleged breach of the Agreement actually occurred and any Dispute regarding the applicability, enforceability, or validity of this dispute resolution provision. There are very limited exceptions for Disputes by residents of Washington State about Legata’s practice of law through the Pilot Project (“Washington Legal Services Disputes”) and for certain other types of Disputes.

Mediation is an informal dispute resolution process where a neutral mediator facilitates negotiation between the parties and helps them find a mutually agreeable solution. In arbitration, a neutral arbitrator (not a judge or a jury) adjudicates or finds the facts in dispute and gives the final decision (technically called an “award”). Arbitration has a simpler discovery process than litigation and is subject to very limited review by the courts and arbitration awards are normally not appealable. As a result, arbitration is normally faster and less expensive than going to court. However, the parties give up the right to significant discovery and to the formal appeals process available in court.

This Section 12 and Section 13 below (collectively, the “Dispute Resolution and Arbitration Agreement”) describe the mandatory process and requirements for Dispute resolution. If you don’t understand the meaning or extent of the Dispute Resolution and Arbitration Agreement, you should seek the opinion of independent counsel.

Negotiation of Dispute. In the event of a Dispute, you and Legata shall first work together in good faith, for a period of at least 60 days, to resolve the matter without an adversarial proceeding (including escalating the dispute to higher levels of management if necessary).
Mediation. If the Dispute is not a Washington Legal Services Dispute and the Dispute is not resolved to the mutual satisfaction of you and Legata within 60 days after you or Legata notified the other of the Dispute, you and Legata shall select a neutral mediator and attempt to resolve the Dispute through mediation under the mediation rules of the American Arbitration Association (“AAA”). Each party shall pay its own fees, costs and expenses (including any attorneys’ fees) in connection with the mediation, except that the costs of the mediator will be divided equally between you and Legata. However, if you are able to demonstrate to the mediator that you are economically unable to pay your portion of the mediator fees, Legata will pay your portion.
Binding Arbitration. If the Dispute is not a Washington Legal Services Dispute and is not resolved to the mutual satisfaction of you and Legata within 60 days after notice of the Dispute, the Dispute shall be exclusively and finally resolved through binding arbitration, as follows:
1. The arbitration shall be conducted in accordance with the AAA’s Consumer Arbitration Rules (if you are neither an Advisor Client nor its Authorized User) or Commercial Arbitration Rules (if you are an Advisor Client or its Authorized User), including any applicable emergency arbitration provisions; provided that these Terms may modify the AAA rules expressly or by necessary implication.
2. Either you or Legata may initiate this mandatory arbitration by providing a written arbitration demand to the other in accordance with the AAA rules and forms.
3. The arbitration shall be conducted by a single neutral arbitrator selected by mutual agreement between you and Legata. If a neutral arbitrator cannot be mutually agreed on within 10 business days after the demand for arbitration (or such longer period as you and Legata may agree), the AAA shall appoint an arbitrator in accordance with the AAA rules.
4. The arbitration shall be conducted in the English language in Seattle, Washington, unless you and Legata agree to conduct the arbitration by telephone, video conference or written submissions. If the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing.
5. The arbitrator shall issue a written opinion with the findings of fact and conclusions of law relied upon in rendering its decision and award. The decision and award rendered by the arbitrator shall be final and binding. Judgment on the arbitrator’s decision and award may be entered by any court having competent jurisdiction.
6. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA rules, unless otherwise provided in this Dispute Resolution and Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Legata or you under the AAA rules, Legata and you shall split them equally. However, if you are able to demonstrate to the arbitrator that you are economically unable to pay some or all of your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay some or all of your portion, Legata will pay the portion of the Arbitration Fees that you are unable or not required to pay. In addition, if you demonstrate to the arbitrator that your costs of arbitration will be prohibitive as compared to your costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation. Any payment of attorneys’ fees will be governed by the AAA rules.
7. The arbitrator shall have no authority to award consequential damages, punitive damages or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Any award shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.
8. The existence, content, and results of the arbitration, and any documents, briefs, correspondence, or written opinion or decisions related to it, shall be strictly confidential and may not be disclosed to third parties without the written consent of both you and Legata, except as required by law or as necessary to enforce an arbitration decision.
Exclusions. Notwithstanding the foregoing, (i) the requirements for mandatory mediation and binding arbitration do not apply to Washington Legal Services Disputes; (ii) either you or Legata shall be free to seek injunctive relief in a court of competent jurisdiction in a Dispute about breach of confidentiality obligations or misappropriation of intellectual property rights (the determination of whether a breach of confidentiality or misappropriation has occurred shall be decided by the court); and (iii) you and Legata can alter any of the dispute resolution requirements set forth in this Section by mutual written agreement.

If you are a Washington State resident with a dispute or claim about Legata’s practice of law under the Pilot Project that was not resolved by negotiation with Legata, you can choose your preferred mechanism for a legal proceeding. Although mediation and arbitration are not mandatory for Washington Legal Services Disputes, they do remain available. If you would like to use mediation and/or binding arbitration for a Washington Legal Services Dispute, you would initiate it by providing a written request to Legata. In that case, the process described above for mediation and/or arbitration (as the case may be) would apply.
Governing Law. This Agreement shall be interpreted and construed in accordance with, and any Disputes under this Agreement and any adjudication or resolution thereof shall be governed by, the laws of the state of Washington, without giving effect to choice of law principles; provided, however, that the Federal Arbitration Act shall govern any Disputes regarding validity, interpretation, construction, applicability and enforcement of the Dispute Resolution and Arbitration Agreement. The United Nations Conventions on Contracts and the International Sale of Goods are excluded and inapplicable.
No Third-Party Beneficiaries. The Agreement does not and is not intended to confer any rights or remedies to any third party (such as heirs, beneficiaries, Representatives, Advisors or Authorized Users).
No Jury or Bench Trial. For any Dispute that is not a Washington Legal Services Dispute, both you and Legata waive the right to a jury or bench trial (and to any appeal of the decision) before any court or tribunal.
No Class Action. You waive any right to assert any claims against Legata as a representative or member in any class or representative action. If your Dispute is arbitrated, the arbitrator will not be allowed to consolidate more than one person’s claims in the arbitration proceeding unless both you and Legata expressly agree.

By accessing or using the Service and agreeing to these Terms, you affirm that you understand and agree that (i) unless the Dispute meets one of the limited exceptions specified above (including, in the case of mandatory mediation and binding arbitration, it is a Washington Legal Services Dispute), the dispute resolution procedures described above are the required and sole means for resolving such Dispute, your rights will be determined by an arbitrator and not a judge or jury, and you waive your right to bring any claim in court (including in a jury trial) or to appeal the judgment of the arbitrator; and (ii) you waive your right to participate in a class or consolidated action and your rights will be determined on an individual basis.

You can find the AAA’s rules, forms and fees on its website at https://www.adr.org/rules-forms-and-fees/.

13. AMERICANS WITH DISABILITIES ACT COMPLIANCE; BINDING ARBITRATION.

Legata is committed to making the Service and other content on the Website accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content in the Service or on the Website, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please email Legata at accessibility@Legata.com and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement.

Agreement to Mediate and Arbitrate ADA Claims. You agree that, if there is any dispute, claim, or controversy arising from or relating to accessibility of the Service or the Website or compliance with the Americans with Disabilities Act (the “ADA”) or any other Applicable Laws regarding accessibility, including any claims regarding the applicability, enforceability, or validity of this arbitration provision with respect thereto (any of these, an “ADA Claim”), you and Legata will first submit the ADA Claim to mediation in accordance with the provisions set forth in Section 12(b) of these Terms. Either you or Legata may initiate this mandatory mediation by providing a written mediation demand to the other. If the Dispute is not resolved within 60 days following the demand for mediation, the matter shall be exclusively and finally resolved by binding arbitration in accordance with the provisions set forth in Section 12(c)-(g) of these Terms. You waive any right to assert any ADA Claims against Legata in court, including as a representative or member in any class or representative action and including with a jury trial.

For the avoidance of doubt, the requirements for mandatory mediation and binding arbitration will not apply to a Washington Legal Services Dispute that a court determines is primarily about Legata’s practice of law under the Pilot Project and not primarily about accessibility or compliance with the ADA. Even in that case, however, mediation and binding arbitration would be available if desired. If the parties agree to mediate and/or arbitrate, the applicable process(es) described in Section 12 would apply.

By accessing or using the Service and agreeing to these Terms, you affirm that you understand and agree that (i) the dispute resolution procedures described above are the required and sole means for resolving any ADA Claim, your rights will be determined by an arbitrator and not a judge or jury, and you waive your right to bring any claim in court (including in a jury trial) or to appeal the judgment of the arbitrator; and (ii) you waive your right to participate in a class or consolidated action and your rights will be determined on an individual basis.

14. MODIFICATIONS TO TERMS.

Legata may modify these Terms at any time and post the updated version on the Website. If the changes are material, Legata will announce the changes to its subscriber base at least 30 days prior to the effectiveness of the modifications. This announcement may be made through the user interface of the Services, in a banner or pop-up notice on the Website, via email, in a Renewal Notice or invoice, or other reasonable means. If modifications are necessary to comply with Applicable Laws, Legata is not required to announce the changes in advance but will use commercially reasonable efforts to do so when practicable. As part of the modifications, Legata will update the “Last Updated” date at the top of these Terms, which will reflect the date the revised Terms were posted on the Website. Your continued use of the Services after the effective date of the modifications constitutes your acceptance of the modified Terms.

15. CUSTODIAN SERVICES FOR ELECTRONIC LEGATA DOCUMENTS; AGREEMENT TO CUSTODIANSHIP TERMS.

Legata Law PLLC, an Affiliate of Legata, or a successor custodian designated by Legata (the “Custodian”), will act as the official custodian for the electronic record of Electronic Legata Documents. If the Estate Owner’s state is one that requires a “qualified custodian” for an electronic Will or has statutory requirements if a qualified custodian is designated, the Custodian (or a successor qualified custodian) will be the exclusive custodian of the Estate Owner’s electronic will generated by the Services and will perform the duties specified for the qualified custodian under the applicable state’s laws. But even if a qualified custodian is not required in the Estate Owner’s state, the Custodian will store and manage Electronic Legata Documents as described in the Custodian’s Electronic Legata Documents Custodianship Terms located here (the “Custodianship Terms”), subject to payment of the Custodian’s fees therefor (if any).

You agree as follows:

You appoint Legata Law, PLLC (or a successor custodian designated by Legata in accordance with Applicable Law) as the Custodian of your Electronic Legata Documents, which custodianship will continue until terminated in accordance with the Custodianship Terms and Applicable Laws;
You have read, understood, and agree to be bound by the Custodianship Terms;
You authorize Legata to present and record your acceptance of the Custodianship Terms on your behalf, and to provide confirmation of such acceptance to the Custodian;
The Custodian’s custodian services are provided solely by the Custodian, not Legata, and are governed exclusively by the Custodianship Terms. The Custodianship Terms constitute a separate, direct, and legally binding agreement solely between you and the Custodian (and not with Legata) that is binding on you and the Custodian as if it had been entered into directly between you and the Custodian without Legata’s involvement;
In the event of any conflict between the Agreement and the Custodianship Terms, the Custodianship Terms shall govern solely with respect to the custodian services provided by the Custodian, and this Agreement shall govern all other matters between you and Legata;
Although the Custodian is an Affiliate of Legata, Legata is not a party to the Custodianship Terms, does not control the Custodian, is not an agent, fiduciary, guarantor, or representative of the Custodian, and assumes no responsibility or liability for the Custodian’s services, acts, or omissions. Without limiting any other limitation of liability in the Agreement, Legata shall have no liability whatsoever for any service failures, breaches, or losses or liabilities arising from or related to the Custodian’s services or the Custodianship Terms, whether in contract, tort, statute, or otherwise, even though Legata facilitates access to the Custodian and acceptance of the Custodianship Terms; and
You will indemnify and hold harmless the Legata Indemnified Parties from any and all Losses incurred as a result of any Third-Party Claim Against Legata based on, arising out of or resulting from any dispute relating to the Custodian’s provision of custodian services to you, the Custodianship Terms, Legata’s reliance on your acceptance of the Custodianship Terms, your appointment of the Custodian as custodian of your Electronic Legata Documents, your authorizations and consents related to the Custodian, including those in this Agreement and the Custodianship Terms, or any claim that Legata is responsible for the Custodian or is a party to or liable under the Custodianship Terms.

16. MISCELLANEOUS.

No Distribution Rights. The Agreement does not grant any Advisor Client the right to resell or distribute the Services, in whole or in part, to any person or entity.
Equitable Relief. You acknowledge that damages may be an inadequate remedy for breach by you or your Authorized Users or Representatives of your confidentiality obligations under the Agreement or misappropriation of Legata’s intellectual property rights (including but not limited to your actions in violation of Section 2(f) of these Terms) and Legata shall have the right, in addition to any other rights, to seek injunctive relief without any obligation to post any bond or similar security.
User Disputes. You agree that you are solely responsible for your interactions with any other user of the Services, including any spouse, life partner, or family member who is an Authorized User, and that Legata has no liability or responsibility with respect thereto. Legata reserves the right, but has no obligation, to become involved in any way with disputes between you and any Authorized User or other user of the Services. You agree that Legata will have no liability for any decision that Legata makes reasonably and in good faith in connection with a dispute between you and any other user of the Services.
Severability. If any provision of the Agreement is found to be invalid, illegal or unenforceable, then (i) it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose; and (ii) the parties shall negotiate reasonably and in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. All other provisions of the Agreement will remain in full force and effect.
Entire Agreement. The Agreement constitutes the entire agreement between you and Legata with respect to the matter contained herein and supersedes all prior and contemporaneous agreements and understandings with respect thereto. There are no agreements, representations, or warranties of any kind except as expressly set forth herein or referenced within the Agreement. Any non-Legata terms of purchase or sale (including purchase order terms or click-through terms) are inapplicable.
Order of Precedence. Except to the extent expressly specified otherwise, if there is any conflict between the order for the Services, these Terms, and any addendum to these Terms, the following order of precedence applies: (i) first, any such addendum; (ii) second, these Terms; and (iii) third, the order for the Services. To the extent that any provision of these Terms conflicts with Applicable Laws relating to technology-assisted legal services provided for the benefit of Washington residents under the Pilot Project, such Applicable Laws shall control.
Waiver. No waiver of any provision of the Agreement will be effective unless it is in writing and signed by the waiving party, and no such waiver will constitute a waiver of any other provision or of the same provision on another occasion.
No Third-Party Rights. The Agreement is made for the sole benefit of Legata and Client and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity (including any Affiliate or Representative or any End Client of an Advisor Client who has not directly accessed the Services and affirmatively agreed to these Terms) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement. Notwithstanding the foregoing, the Custodian is an intended and express third-party beneficiary of Section 15 of these Terms (Custodian Services for Electronic Legata Documents; Agreement to Custodianship Terms) solely for the purpose of enforcing Client’s agreement to the Custodianship Terms and the parties’ rights and obligations thereunder. No other provision of the Agreement shall be construed to confer third-party beneficiary status on the Custodian, and nothing in this subsection (h) or otherwise shall be deemed to impose any obligation on Legata in favor of the Custodian or to modify the limitations of liability or other allocation of risk provisions set forth elsewhere in the Agreement.
Assignment. Client may not assign its rights, duties, or obligations under the Agreement without Legata’s prior written consent. Any purported assignment or delegation in violation of this Section will be null and void. No assignment will relieve Client of any of its obligations hereunder that accrued before the effective date of the assignment.
Successors and Assigns. The Agreement is binding upon and inures to the benefit of the parties and their respective successors, representatives, heirs, and permitted assigns.
Notices. Legata shall communicate announcements of general interest by email, by posting on the Website or social media accounts, or by posting a communication to relevant Accounts. Legata shall provide Client with legal notices in writing by email, registered or certified mail, or overnight courier to the address provided by Client (which shall be a then-current address of the Estate Owner if the Client is not an Advisor Client). Client shall immediately notify Legata if its address for notice changes. All notices to Legata must be in writing, with legal notices sent to legal@Legata.com and account notices from Advisor Clients emailed to Legata’s primary business contact. Notice will be deemed given on the following business day if sent by confirmed e-mail or overnight courier or four business days after being deposited in the U.S. mail as certified or registered mail, prepaid and with signature requested. An email will be deemed confirmed if confirmed verbally, by return email or other writing, or by automated receipt or electronic logs.
Headings. The section headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of the Agreement.
Force Majeure. Except for Client’s payment obligations, a party shall be excused from performance and shall not be liable for any delay or failure to perform caused by war, terrorism, sabotage, insurrection, riot or other civil unrest, labor disturbance or shortage, government action, explosion, hurricane, earthquake, flood or other act of God, epidemic or widespread illness, electrical, telecommunications, or other utility failures, denial of service attacks or other circumstances beyond such party’s reasonable control. A party seeking relief from performance under this Section must provide notice of such circumstances to the other party as soon as practicable, use commercially reasonable efforts to avoid or mitigate such circumstances, and resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either party may, in its discretion, terminate the affected Service. If Client terminates the Service for Legata’s failure, then Legata shall refund Client the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the Subscription Term(s) (not including any one-time fees, such as onboarding fees). Such termination will not otherwise result in any liability by either party.
Trade Laws. Legata is headquartered in the United States. If you access or use the Service from outside of the U.S., you do so at your own risk. You are solely responsible for ensuring compliance with Applicable Laws of your jurisdiction, whether inside or outside of the U.S. Without limiting the foregoing, you shall comply with all Applicable Laws (i) that prohibit or restrict the export or re-export of the Services, the Service Output or any Estate Data outside the United States, including completing all required undertakings and obtaining any necessary export license or other governmental approval and (ii) regarding economic sanctions or that would prohibit or restrict the transactions contemplated by this Agreement or, if applicable, the provision of services to End Clients. You shall not take any action that would cause Legata to violate Applicable Laws.
Publicity. Unless Client has provided written instructions to the contrary to Legata, Legata may include an Advisor Client’s name or logo in lists of customers. Neither Legata nor any Client shall issue or release any press release or other announcement relating to the Agreement or Client’s use of the Services without the consent of the other party.