Terms of Service

Last Revised on December 14, 2024

These terms of service (these “Terms”) set forth the legally binding terms and conditions your access to and use of any websites, mobile sites, mobile applications, products or services (collectively, the “Service”) offered by SmartHeritance LLC, a California limited liability company (“SmartHeritance”, “us”, “our”, and “we”). The “Customer”, “you”, “your” shall refer to any natural person or entity and its authorized users that subscribes or uses the Service. Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the SmartHeritance website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

Please read the SmartHeritance Privacy Policy (https://smartheritance.com/privacy/) carefully for information relating to our collection, use, storage, disclosure of your personal information. The SmartHeritance Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND SMARTHERITANCE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SMARTHERITANCE AND BY YOU TO BE BOUND BY THESE TERMS.

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PLEASE BE AWARE THAT SECTION ‎16 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION ‎16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION ‎16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION ‎16 CAREFULLY.

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UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

SmartHeritance provides a legacy planning tool that enables users to build and maintain an updated catalog of their assets, designate beneficiaries, and share asset information with the beneficiaries upon the user’s death or incapacitation (the “Service”).

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity’s behalf.

To access features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at{" "} info@smartheritance.com.

You can register for the Service as a User or as a Beneficiary. User and Beneficiary accounts are subject to the terms of Account and Registration in Section ‎3.1.{" "}

You can register as a Beneficiary only when a User designates you as a Beneficiary of their assets, you receive an invitation link, and you use that link to register. Any registration without using the invitation link will be categorized as a User account.

If you are registered as a User, you agree to the following terms:

• When you complete your set up and subscription of the Service, any Beneficiaries you designate will receive an email informing them of your selection of the Service.
• {" "} Beneficiaries will also receive an invitation link to be used for registering as a Beneficiary account.
• Beneficiaries registered into the system will not have access to any of your information while you are deemed alive and well by the Service.
•   Upon your passing or incapacitation as determined by the Service, your Beneficiaries will receive a notification allowing them access to your information.
• The Service performs automated scans of your email account to compile and update a catalog of your assets such as bank or brokerage accounts (the “Asset Scan”). You acknowledge and agree that the Asset Scan (i) is dependent on your giving the Service access to your email, (ii) is not meant to provide a complete or exact catalog of your assets and (iii) is subject to error. The Service ultimately depends on your manual input to maintain an exhaustive and error-free catalog of your assets.
• The Service also routinely checks whether you are alive and well through the analysis of certain data from your mobile phone and limited activity data from your browser (the “Wellness Check”). You acknowledge and agree that the Wellness Check (i) is dependent on your downloading the SmartHeritance app or the SmartHeritance browser extension and allowing them to access the applicable data, and (ii) is subject to error. You acknowledge and agree that the Wellness Check may erroneously determine that you are well, incapacitated or deceased, and will ultimately depend on a User or its Beneficiaries’ updating the Service to determine a User’s wellness status.
• {" "} The Service will conduct routine periodic verification of Beneficiary contact information via email check-ins or other methods but the result cannot be guaranteed. You are solely responsible to keep your Beneficiary contact information up to date.
•   User acknowledges and agrees that SmartHeritance’s sole purpose is to provide asset information by a User to designated Beneficiaries, it complements but is not a substitute for proper estate planning and does not provide a manner to devolve assets to Beneficiaries. You are solely responsible for designating the Beneficiaries. SmartHeritance bears no responsibility for what the Beneficiaries might do with the information received through the Service.

If you are registered as a Beneficiary, you agree to the following terms:

• All Beneficiary accounts are linked to a User’s account. Upon logging in his or her account, Beneficiary can only access information entered into the Service by the User.
• You acknowledge and agree that confirmation of a User’s passing will ultimately depend on confirmation by a Beneficiary.
• {" "} As a Beneficiary, you will not have access to User’s asset details until the User is deemed to have passed away or to have become incapacitated as determined by the Service.
• {" "} Upon determination that a User has passed away or is incapacitated, Beneficiary will receive a notification allowing them access to a User’s information. Beneficiary will have to use a registered account be able to access asset information.
• {" "} Beneficiary will be able to see information only with respect to assets the User has designated for them for up to a year after the User’s passing or incapacitation as deemed by the Service.
• {" "} Beneficiary acknowledges and agrees that SmartHeritance’s sole purpose is to provide asset information by a User to designated Beneficiaries, the Service may complement but is not a substitute for proper estate planning and does not purport to provide a means to transfer User’s assets to Beneficiaries before or after the passing of a User.
• Beneficiary agrees that the asset data they receive may not be accurate or complete. SmartHeritance is only able to share the information that the User has provided to the Service.
•    A Beneficiary may also sign up as a User of the Service, or an existing User of the service may be designated as a Beneficiary by another User. In such cases where the email address used for Beneficiary account and User account are the same, SmartHeritance will provide a selection option to switch between a User view and a Beneficiary view of the Dashboard.

SmartHeritance may from time to time offer a free access to the Service (“Free Account”) for limited use, subject to the features and limitations outlined in your account's settings or as communicated by the Company from time to time. SmartHeritance reserves the right to suspend, restrict, or terminate any Free Account at any time in its sole discretion for any reason or no reason. Upon termination or suspension of your Free Account, any data, content, or materials associated with the account may be deleted, and access to the service may be restricted or discontinued without liability to SmartHeritance. Notwithstanding anything to the contrary herein, SmartHeritance makes no guarantees regarding the availability or performance of Free Accounts, which are provided "as-is," without any warranty, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. SmartHeritance reserves the right to modify or discontinue features available to Free Accounts at any time without prior notice.

YOU RECOGNIZE AND AGREE THAT: (i) SMARTHERITANCE IS NOT A LAW FIRM; (ii) PROVISION OF THE SERVICE DO NOT CONSTITUTE THE PRACTICE OF LAW AND ARE NOT LEGAL COUNSEL OR ADVICE; (iii) NEITHER SMARTHERITANCE NOR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, PRINCIPALS, CONTRACTORS, OR OTHER STAFF (COLLECTIVELY, “REPRESENTATIVES”) IS RENDERING A LEGAL SERVICE TO CUSTOMER, ITS USERS, OR ANY OTHER PERSON OR ENTITY THROUGH PROVISION OF THE SERVICE, EVEN IF SUCH REPRESENTATIVE IS SEPARATELY AN ATTORNEY; (iv) NEITHER SMARTHERITANCE NOR ANY OF ITS REPRESENTATIVES REPRESENTS THAT THE SERVICE WILL MEET CUSTOMER’S SPECIFIC GOALS OR PROTECT ITS SPECIFIC INTERESTS; (v) the CHOICES A USER MAKES IN TAGGING ASSETS TO BENEFICIARIES ARE NOT LEGALLY ENFORCEABLE AND (vi) THE SERVICE SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR CONSULTATION WITH AN ATTORNEY AND ESTATE PLANNING.

Premium features of the Service can be purchased directly from SmartHeritance or through SmartHeritance’s payment processor (the “Payment Processor”) by paying a monthly or yearly subscription fee. Subscriptions are billed in advance on a monthly or yearly basis and are non-refundable for the subscription period they are purchased for. You must provide us (or the Payment Processor) with a valid credit card or other payment method to pay the subscription fee. You agree that we (or the Payment Processor) may process your credit card or other valid payment method on each renewal term, on the calendar day corresponding to the first day you subscribed to the Paid Subscription. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, SmartHeritance (or the Payment Processor) reserves the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment.

Your payment to SmartHeritance will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to a Free Account.

We may change the price for the Service from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for the Service will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Services prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.

Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. If you believe that SmartHeritance has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

You may cancel the Service at any time, for any reason or no reason, by accessing your account settings from the Dashboard page or by contacting us at: support@smartheritance.com. If you cancel, your access to the Service will end at the end of the subscription period in which you canceled and we will process your Subscriber Data as described below in Section ‎11.3.

Subject to your complete and ongoing compliance with these Terms, SmartHeritance grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for your personal, internal use during the Term at the level of service for which you have paid all applicable Fees.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant SmartHeritance an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

The Service is owned and operated by SmartHeritance. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service (“Materials”) provided by SmartHeritance are protected by intellectual property and other laws. All Materials included in the Service are the property of SmartHeritance or its third party licensors. Except as expressly authorized by SmartHeritance, you may not make use of the Materials. SmartHeritance reserves all rights to the Materials not granted expressly in these Terms.

You will not attempt, or directly or indirectly allow any third party to attempt, to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Materials in any form or media or by any means.

You will own all right, title and interest in and to the non-public data provided by you to SmartHeritance to enable the provision of the Service (the “Subscriber Data”).

Notwithstanding anything to the contrary, SmartHeritance shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Subscriber Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

The provisions of this Section ‎7 shall survive termination of this Agreement.

The Service performs automated scans of your email accounts, such as Gmail or Yahoo Mail (each, a “Third-Party Service”), to compile and update a catalog of your assets such as bank or brokerage accounts. By using the Service, you agree that SmartHeritance may transfer that information to and from the applicable Third-Party Service. Such Third-Party Services are not under the control of SmartHeritance. SmartHeritance does not review, approve, monitor, endorse, warrant, or make any representations with respect to the Third-Party Services and is not responsible for any Third-Party Service. You use all Third-Party Service at your own risk. Any use of Third-Party Service is governed solely by the terms and conditions of such Third-Party Service. You agree to comply in all respects with all applicable terms of the Third-Party Service. If at any time any Third-Party Service ceases to make their programs available to us, we may cease to provide such features to you without entitling you to refund, credit, or other compensation.

The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components” and, their respective license, the “Third Party Terms”). Any covenants, representations, warranties, indemnities and other commitments with respect to the Service in this Agreement are made by SmartHeritance and not by any authors or suppliers of, or contributors to such Third Party Components. Any use of Third Party Components is subject solely to the rights and obligations under the applicable Third Party Terms. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related Third Party Components. Notwithstanding anything in this Agreement to the contrary, SmartHeritance does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any Third Party Components.

• use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
• interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) hacking, password “mining” or using any other illegitimate means of interference;
• modify or create derivatives of any part of the Service;
• interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
• take action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service of SmartHeritance’s systems or networks, or any systems or networks connected to the Service or SmartHeritance;
• sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or
• attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.

We reserve the right to change these Terms on a going-forward basis at any time in our sole discretion. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our website.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Modifications will become effective upon the earlier of (a) your acceptance of the modified Terms, (b) continued use of the Service following notice of such changes, or (c) thirty (30) days following our publication of the modified Terms through the Service. If you don’t agree with the new terms, you must stop using the Service and close your Account. Except as expressly permitted in this Section ‎10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section ‎11.2.

If you violate any provision of these Terms, your authorization to access the Service and these Terms will automatically terminate. In addition, SmartHeritance may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time as set forth in Section ‎5.3 or by contacting customer service at support@smartheritance.com.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay SmartHeritance any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections ‎5, ‎7, ‎12 to ‎17 will survive.

If the Service is terminated (whether by you or us), we will retain your Subscriber Data for one (1) year from the date of termination, unless you specifically request us to delete the Subscriber Data, in which case such data will be permanently cancelled (subject to the exceptions set forth in the Privacy Policy). This will enable you to re-instate the Service, if you choose so, without having to re-enter tall the information.  If you re-instate your account within a year, you may resume the Service, subject to the payment of any unpaid amount due and the back payment of a fixed fee for the lapsed period. 

SmartHeritance reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. SmartHeritance will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. Premium service fees are not refundable.

You, as a User or as a Beneficiary of the Service, are responsible for your use of the Service, and you will defend and indemnify SmartHeritance and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (hereafter “Representatives”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

THE SERVICE AND ALL INFORMATION, MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING THE ASSET SCAN AND THE WELLNESS CHECK, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SMARTHERITANCE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SMARTHERITANCE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SMARTHERITANCE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE, SMARTHERITANCE OR ITS REPRESENTATIVES, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING SUBSCRIBER DATA.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.{" "}

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SMARTHERITANCE OR ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SMARTHERITANCE OR ANY OF ITS REPRESENTATIVES HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SMARTHERITANCE AND ITS REPRESENTATIVES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SMARTHERITANCE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION ‎14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

In no event will SmartHeritance or any of its Representatives be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation) when and to the extent such failure or delay is caused by any circumstances beyond SmartHeritance’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or other national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more. In the event of any failure or delay caused by a Force Majeure Event, SmartHeritance shall give you prompt written notice stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

16.1. Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Company Parties relating in any way to the Service or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against the Company Parties on your behalf.  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.

16.2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: info@smartheritance.com, or by regular mail to 500 E. Hamilton Avenue #1090, Campbell CA 95008. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

16.3. Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Subsection ‎16.8 is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

16.4. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

16.5. Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION ‎16.1, YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section ‎16.2 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.6. Waiver of Class or Other Non-Individualized Relief.  {" "} YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION ‎16.8 EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection ‎16.8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

16.7. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

16.8. Batch Arbitration.To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.

You and Company agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class , collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

16.9. 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 500 E. Hamilton Avenue #1090, Campbell CA 95008, or email to info@smartheritance.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

16.10. Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

16.11. Modification.Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: 500 E. Hamilton Avenue #1090, Campbell CA 95008, or email to info@smartheritance.com.  Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Service, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

17.1. Entire Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and SmartHeritance regarding your use of the Service.

17.2. Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.

17.3. Waivers. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

17.4. Interpretation. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to".

17.5. Severability. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.6. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles.

17.7. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.8. Contact Information. The Service is offered by SmartHeritance LLC located at 500 E. Hamilton Avenue #1090, Campbell CA 95008. You may contact us by sending correspondence to that address or by emailing us at info@smartheritance.com. You can access a copy of these Terms by clicking here: https://smartheritance.com/terms/

17.9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

17.10. Disclosures. Company is located at the address in Section ‎17.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.