THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

Scope

In these Terms of Service (“Terms”), the words “you” and “your” refer to each user of the Services offered through www.trustate.com (the “Site”). The words “we,” “us,” “our,” and “Trustate” refer to Trustate Corporation. “Service” or“Services” refers to all services provided by us.

These Terms apply to the purchase and sale of Services through the Site. Please carefully review the Terms of Use that apply generally to the use of our Site and our Privacy Policy before placing an order for Services through this Site. Both the Terms of Use and Privacy Policy, as they may be amended from time to time, are incorporated herein by reference.

The accompanying order confirmation (the “Order Confirmation”), these Terms, our Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between the you and Trustate, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these documents, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control. Any purchase order or other purchase confirmation you may issue or purport to issue are not part of our agreement with you, and are of no force and effect.

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Business to Business

Trustate offers Services only to businesses, business owners and their authorized users for business purposes and with written consents required under applicable federal and state laws and regulations and privacy rules and policies.  Services are not intended for consumers.

When you provide information to Trustate, we request that it be business contact information.  If you provide personal information instead, this does not make this a consumer transaction.  While we use reasonable measures to secure any personal information disclosed to us, privacy rights associated with a consumer transaction, as a general matter, do not apply to the Site as to your information as our customer.

Acceptance of Terms of Service

BY PLACING AN ORDER FOR SERVICES OR PRODUCTS FROM THIS SITE, YOU AFFIRM THAT (i) YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, (ii) YOU HAVE HAD READ AND AGREE TO THE SITE'S TERMS OF USE AND PRIVACY POLICY, WHICH ARE INCORPORATED HEREIN BY REFERENCE, (iii) AND YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN SERVICES OR PRODUCTS FROM THIS SITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH TRUSTATE, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS, SERVICES OR PRODUCTS BY APPLICABLE LAW.

Changes to the Terms of Service

These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any Services that are offered through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

Practice of Law Disclaimer

TRUSTATE IS NOT A LAW FIRM AND DOES NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY. AT NO TIME IS AN ATTORNEY-CLIENT RELATIONSHIP FOSTERED OR CREATED WITH TRUSTATE THROUGH THE PERFORMANCE OF ANY SUCH SERVICES. WE DO NOT

• REVIEW ANY DOCUMENTS PREPARED BY OUR SERVICE FOR LEGAL SUFFICIENCY;
• MAKE OR COMMUNICATE LEGAL CONCLUSIONS;
• PROVIDE LEGAL ADVICE, OPINIONS OR RECOMMENDATIONS ABOUT YOUR OR YOUR CLIENTS’ LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS OR STRATEGIES; OR
• APPLY THE LAW TO THE FACTS OF YOUR PARTICULAR SITUATION.

TRUSTATE, ITS SERVICES AND ITS FORMS OR TEMPLATES ARE NOT A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY.

FURTHERMORE, THE INFORMATION CONTAINED ON THE SITE AND OBTAINED THROUGH THE SERVICES IS NOT LEGAL ADVICE AND IS NOT GUARANTEED TO BE CORRECT, COMPLETE OR UP TO DATE. THEREFORE, IF YOU NEED LEGAL ADVICE FOR YOUR SPECIFIC PROBLEM, YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR AREA.

YOU ACKNOWLEDGE THAT TRUSTATE IS NOT A REGISTERED OR BONDED LEGAL DOCUMENTASSISTANT UNDER CALIFORNIA BUSINESS AND PROFESSION CODE, SECTIONS 6400 ET SEQ.

AGREEMENT TO ARBITRATE

These Terms state that any disputes between you and Trustate that are not otherwise waived pursuant to the terms of this Agreement must be resolved in binding arbitration, that you, to the fullest extent allowed by law, waive the right to participate in any class action, and that the law of the State of Delaware and the Federal Arbitration Act apply to all interactions between you and your business and Trustate.

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Geographic Restrictions

The Site is based in the United States. Access to the Site may not be legal by certain persons outside of the United States. If you access the Site from outside of the United States, you do so on your own initiative and are responsible for compliance with local laws.

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Performance Dates

Trustate shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, but any such dates shall be estimates only.

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Customer's Obligations

As a customer who purchases Services from Trustate, you agree to

• cooperate with Trustate in all matters relating to the Services;
• respond promptly to any request by Trustate for information, approvals, authorizations, or decisions that are reasonably necessary for Trustate to perform Services in accordance with the requirements of these Terms;
• provide information as Trustate may request to perform or deliver Services in a timely manner and ensure that such information is complete and accurate in all material respects; and
• obtain and maintain all necessary licenses and written consents required under applicable federal and state laws and regulations and privacy rules and policies (effectively, “Consents”) in relation to the Services before the date on which the Services are to start.

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Customer's Acts or Omissions

If Trustate’s performance of its obligations under these Terms is prevented or delayed by any act or omission by you or your agents, subcontractors, consultants, or employees, Trustate shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.

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Prices Terms

In consideration of the provision of the Services by Trustate, you hereby agree to pay the fees set forth on the Site and/or in the Order Confirmation (“Fees”).

All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a Service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order Confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices for Services do not include taxes. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your Order Confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.  

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Filing Fees

Except as otherwise noted, filing and recording fees may include all mandatory or applicable federal, state, county and local administrative fees, initial reports, publication notices, capitalization fees, franchise tax fees, expedite fees, certified copy fees, walk-in fees, postage, shipping fees, courier fees and other transactional fees incurred on your behalf by Trustate.  You are responsible for the payment of all such fees.

Payment Terms

You hereby agree to all Fees for all Services provided by Trustate under these Terms.

You agree to pay us the applicable amounts when due in accordance with the Order Confirmation, regardless of whether such Services are actively used. You agree to be responsible for payment for all activity by third parties under your account or pursuant to your Order who access or use the Services, regardless of whether such activity was authorized by You. Except as otherwise set forth in this Agreement, all payment obligations are non-cancelable and all amounts paid are nonrefundable and nonconvertible.

• ‍Credit Card. We accept payment cards for all purchases. If you pay Fees by credit card or ACH, you represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. You authorize Trustate to charge your credit card or bank account for all Fees payable to Trustate at the time(s) they accrue. You further authorizeTrustate to use a third party to process payments and consent to the disclosure of your payment information tosuch third party.
• ‍Invoice. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Purchase Order.
• ‍Installment Plan. Trustate may send a reminder email to the email address of record for your account before your installment billing dates. You acknowledge and agree that this notice is provided as a courtesy only, andTrustate is not obligated or required to provide such notice. You acknowledge and agree that (i) your failure toread, (ii) your inability to receive, or (iii) the failure of Trustate to send the email does not create any liability on the part of Trustate or any third-party service provider (“Third Party Service Provider”).
• ‍Subscription. Under the subscription model reflected herein (“Subscription”), the initial term shall be as set forth in the Order Confirmation. Upon the expiration of the initial term, the Subscription will automatically renew for successive renewal terms equal in duration to the initial term at the rate of Trustate's then current Fees, unless otherwise increased or decreased in accordance with Subscription Changes.

You must keep your contact information, billing information and credit card or bank account information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except asspecifically provided for in these Terms. All Fees are exclusive of taxes, which Trustate will charge as applicable. You agree to pay any taxes applicable to the sale and your use of the Service. You acknowledge that you may access your purchased Services by logging in to My Account. For Services delivered electronically, you acknowledge that you will be notified via email when your delivery is completed and the purchase is available for download. Terms of payment are within our sole discretion.

Future Products and Services

If you choose to add an additional Service to your order subsequent to an initial purchase, these Terms will apply to that additional Service purchased as well.

Late Payments; Penalties

Trustate reserves the right to charge a late payment fee on amounts due, or the maximum rate permitted by law, whichever is less. In the event payments are not received by Trustate within 10 business days after becoming due, we may (i) charge interest on any such unpaid amounts at a rate of 5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid in full, inclusive of late charges; and (ii) suspend performance of and/or access to all Services until payment has been made in full. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts, plus accrued interest, are paid in full.

Disputed Charges

You hereby acknowledge that if you dispute a charge to your account, you must contact the Trustate Customer Care Center immediately at info@trustate.com and Trustate will investigate the matter.  If you do not submit a dispute within 10 days following our fulfillment of an Order, the charge will be final and not subject to dispute.

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Service Changes

Trustate may, from time to time change the Services offered or purchased without your consent, provided that such changes do not materially affect the nature or scope of the Services, Fees or any performance dates set forth in the Order Confirmation.

Trustate may charge for the time we spend assessing and documenting a change request from you on a time and materials basis in accordance with the Order Confirmation.

Subscription Changes

Trustate may from time to time adjust the Fee(s) for all or any portion of the Services purchased on a Subscription basis. Any such adjustment shall become effective at the expiration of the then current term. If you do not wish to pay the adjusted Fees, you may elect to terminate the Service at the expiration of the then current term.  If you do not send a termination notice within 30 days prior to the expiration of the then current term, or within thirty days of receipt of notice from us as to adjusted fees, you thereby accept the renewal and/or the adjusted fees. If you add Services in the middle of a billing period, you will be charged on a pro-rated basis for the additional Services and such additions will be coterminous with the then current term.

Order Cancellation by You

Should you choose to cancel your Trustate account, service, and/or Subscription, you hereby agree that any fees you have paid to Trustate through your account, for service and/or Subscription are non-refundable.

Order Acceptance and Cancellation by Trustate

You agree that your order is an offer to buy, under these Terms, all Services listed in your order. All orders must be accepted by Trustate in our sole discretion, or we will not be obligated to sell our Services to you. We may choose not to accept orders at our sole discretion.  If for any reason we cannot fulfill an accepted order, we will notify you and refund to you the fees paid therefor.

Abandoned Orders

You hereby acknowledge that, other than as required by applicable law, you shall have no right to cancel, request arefund or obtain credit for any order for which you have not accessed your account to receive the results after 120 days have elapsed from the purchase date. All itemization of Fees are displayed for convenience only. You hereby acknowledge that Trustate has exerted time and money for undertaking the work associated with all orders and both parties fully intend to complete the order. Abandoned orders will result in liquidated damages equal to the amount paid to Trustate for reimbursement of our commitment to service this order.

Electronic Records and Signatures

You hereby give Trustate consent to affix your electronic signature where required to file your documents and/or to correspond with third parties on your behalf. You hereby understand you may withdraw your consent, provided that your documents have not already been filed, by contacting the Trustate Customer Care Center immediately at info@mytrustate.com.

Account Information

You hereby agree to notify Trustate immediately of any changes to your information, including but not limited to your bank account number, credit card number information (e.g., card number and expiration date), and/or your billing address.

You hereby agree that failure to provide Trustate with accurate, complete, and current information may result indelinquent payments. Trustate reserves the right to terminate Services and access to Services after a missed payment and may restrict your ability to purchase other Services, report information about this delinquency to credit bureaus, and/or pursue further collection efforts.

Trustate is entitled to rely on any communication received through your account or your contact information changing your account or payment information.

Accuracy of Information

To the best of your knowledge, you have provided accurate information to Trustate.

YOU ACKNOWLEDGE THAT TRUSTATE’S REVIEW OF YOUR ANSWERS IS LIMITED TO COMPLETENESS, SPELLING, AND FOR INTERNAL CONSISTENCY OF NAMES, ADDRESSES, AND THE LIKE. YOU WILL READ THE FINAL DOCUMENT(S) BEFORE SIGNING THEM, WHERE APPLICABLE, AND AGREE TO BE SOLELY RESPONSIBLE FOR THE FINAL DOCUMENT(S) PRODUCED AND USED BY YOU.

Permitted Uses and Responsibilities

You may access and view personal information of the estate of a deceased person obtained through the Site only in accordance with these Terms and our Terms of Use and all applicable laws, rules and regulations.

You certify that you will order and view personal information obtained through or furnished by Trustate only when you

• are duly authorized, by documented requisite written consents, by a client, an executor, an estate administrator or the legal representative of a decedent; and
• intend to use such personal information in accordance with the FCRA and other applicable federal and state laws and regulations, including without limitation, all state consumer credit and consumer protection laws. For estate administration, in no event will you disclose personal information regarding your decedent to any third party other than the decedent’s executor, estate administrator or legal representative.

With respect to handling personal information of a decedent obtained through or furnished by Trustate, you will

• ensure that only you can order or have access to the Site;
• ensure that you have obtained all required Consents and authorizations;
• ensure that you have provided all required notice and disclosures with respect to the collection, retention, disclosure and use of personal information of a decedent obtained through or furnished by Trustate;
• ensure that you and your authorized users do not order consumer reports for personal reasons or provide them to any third party;
• use personal information regarding a decedent obtained through or furnished by Trustate in a manner that

- fully complies with all applicable federal, state and local laws, rules, regulations and ordinances, including those governing privacy, data protection, fair credit reporting  information practices, public records, and consumers’ rights to privacy, including but not limited to the FCRA and all state law counterparts;

- does not, in any way or for any purpose, infringe or violate any intellectual or proprietary rights, publicity, privacy, confidentiality, contractual or other rights; and

- is not defamatory, libelous, harmful to minors, obscene, pornographic or unlawfully threatening or harassing

• inform your authorized users that unauthorized access to consumer reports and the personal information contained therein may subject them to civil and criminal liability under the FCRA and applicable state laws, punishable by fines and imprisonment;
• take all necessary measures to prevent unauthorized ordering of or access to the Site by any person other than you for permissible purposes, including, without limitation limiting the knowledge of your security codes, account numbers, User IDs, and any passwords you may use (collectively, “Security Information”), to those individuals with a need-to-know basis. Further, the User IDs must be unique to each person, and the sharing of User IDs or passwords is prohibited;
• when registering as a new user of Services, verify your email address;
• when accessing and using the Services, use multi-factor authentication and perform, at a minimum, quarterly entitlement reviews to recertify and validate authorized access privileges and disable the account of any user who is no longer responsible for accessing the Site;
• adhere to all security features in the software and hardware you use to order reports or access the Site, including the use of intellectual property restrictions;
• implement secure authentication practices when providing User IDs and passwords to authorized users, including but not limited to using individually assigned email addresses and not shared email accounts;
• in no event access the Site via any unregistered hand-held wireless communication device that has not gone through your organization’s device enrollment, access and authentication processes;
• not use hard drives or portable and/or removable data storage equipment or media (including but not limited to laptops, zip drives, tapes, disks, CDs and DVDs) to download, extract or store data obtained through or furnished by Trustate;
• not ship hardware or software between your locations or to third parties without deleting all personal information obtained through Trustate;
• monitor compliance with the obligations of these Terms and immediately notify Trustate if you suspect or know of any unauthorized access or attempt to access the Site;
• if you use a service provider to establish access to the Site, be responsible for the service provider’s use of Security Information, and ensure that the service provider safeguards such Security Information through the use of security requirements that are no less stringent than those applicable to you under these Terms and our Terms of Use;
• use best efforts to assure data security when disposing of any consumer report information or record obtained from Trustate. Such efforts must include the use of those procedures issued by the regulatory agency charged with oversight of your activities applicable to the disposal of sensitive personal information, consumer report information or records;
• not allow personal information obtained through or furnished by Trustate to be displayed via the Internet, unless utilizing, at a minimum, a three-tier architecture configured in accordance with industry best practices;
• use best efforts to establish procedures and logging mechanisms for systems and networks that will allow tracking and analysis in the event there is a compromise, and maintain an audit trail history for at least three (3) months;
• provide prompt notification to Trustate of any change in address or office location; and
• in the event you suspect you have suffered or actually suffer a security incident or intrusion involving personal information obtained through or furnished by Trustate, you will immediately notify Trustate and fully cooperate with Trustate in a security assessment process and promptly remediate any finding. For purposes of these Terms, an occurrence of a security incident means any breach, theft or unauthorized access, use, misuse, theft, vandalism, modification or transfer of or to personal information obtained through or furnished by Trustate.

If Trustate reasonable believes that you have violated these Permitted Uses and Responsibilities, Trustate may, in addition to any other remedy authorized by these Terms, with reasonable advance written notice to you, conduct or have a third party conduct on its behalf, an audit of your facilities, security practices and procedures to the extent Trustate reasonably deems necessary, including an onsite inspection, to evaluate your compliance with the data security requirements of these Terms. If a violation of these Permitted Uses and Responsibilities is found, the costs of the audit and remediation of the violation shall be covered by you.  We also reserve the right to suspend your access to the Services and your Account pending the results of this audit.

Suspended Accounts

If Trustate encounters evidence of suspicious activity in connection with your account (including, but not limited to,evidence that your account is being used by someone who is not authorized to do so) or that you have violated these Terms or our Terms of Use, you hereby acknowledge that Trustate, in its sole discretion, may opt to temporarily or permanently disable your account for a reasonable amount of time in order to investigate.

In the event that Trustate disables your account, you hereby acknowledge that Trustate, in its sole discretion, may decidenot to send any documents associated with your account to you or file any such documents with any governmentauthority, while your account is disabled.

You hereby acknowledge that Trustate will not be liable for any delays caused by these policies and procedures.

Reviews

After your purchase, you may receive an email survey request from Trustate. Your responses(s) may be used or shared by us to improve the quality and delivery of our Services.  You may choose to include your name when you respond to a survey;  we will not, however, use your name in conjunction with your (otherwise anonymous) responses without your prior written consent.

Access to Internet; Internet Delays

To use our Services, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any Fees associated with such access. You are responsible for providing all equipment necessary tomake such connection to the Internet, including a computer and Internet access. Access to certain Trustate services may be limited or delayed based on problems inherent in the use of Internet and electronic communications. You acknowledge that Trustate is not responsible for delays, delivery failures, or other damage resulting from such problems.

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Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to you under these Terms or prepared by or on behalf of Trustate in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”) shall be owned by Trustate.

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Confidentiality

You acknowledge that all materials and information disclosed by one party (“Discloser”) to the other party (“Recipient”) in connection with the performance of Services and these Terms consist of confidential and proprietary information (collectively, the “Confidential Information”) of the Discloser. For the avoidance of doubt, Confidential Information of Trustate includes all personal information about a decedent; provided, that you may use and disclose personal information as permitted by these Terms and requisite Consents. Each Recipient shall keep Discloser’s Confidential Information confidential and secure, and shall use its best efforts to protect the Confidential Information. Recipient will not disclose the Confidential Information to any third party except as specifically permitted herein or appropriate the Confidential Information for its own or another other party’s use or benefit. The Recipient will restrict its use of the Confidential Information to the purposes anticipated in these Terms. Confidential Information does not include information which

• is already known by the Recipient;
• becomes, through no act or fault of the Recipient, publicly known or available;
• is received by Recipient from a third party without a restriction on disclosure or use; or
• is independently developed by Recipient without reference to or use of the Confidential Information.

In the event that any party hereto receives a request to disclose all or any part of the Confidential Information of the other party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, each party receiving such request agrees to (i) promptly notify the other party of the existence, terms and circumstances surround such a request so that the other party may consider seeking a protective order or other appropriate remedy and/or waive compliance with the provisions of these Terms, (ii) reasonably consult with the other party on the advisability of taking legally advisable steps to resist or narrow such request, (iii) only disclose such portion of the Confidential Information as such party is required, in the opinion of counsel, to disclose and (iv) if disclosure of such information is required, exercise its best efforts, at the expense of the other party, to obtain an order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that such party is required to disclose.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRUSTATE OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF INCOME, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WASTED MANAGEMENT OR OFFICE TIME AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER TRUSTATE, NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, OR LICENSORS WILL BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF, OR CAUSED IN WHOLE OR IN PART BY, THEIRS ACTS OR OMISSION, EVEN IF NEGLIGENT, IN PROCESSING, COMPILING, COLLECTING, INTERPRETING, PROCESSING, REPORTING OR TRANSMITTING ANY PERSONAL INFORMATION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH  CASE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF TRUSTATE OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS UNDER THIS AGREEMENT FOR ANY CAUSE OF ACTION OR REASON WHATSOEVER EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE TOTAL FEES YOU PAID TO US DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS LESS.  SUCH LIABILITY UNDER THIS AGREEMENT SHALL BE CUMULATIVE AND NOT PER INCIDENT.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Third Party Services

If you purchased a Service offering that involves third party services, you acknowledge that you may be required to accept additional terms located on the Third Party Service Provider site and pay additional Fees for third party services rendered by the Third Party Service Provider. The Third Party Service Provider may contact you by email and/or phone with instructions on how to access your benefits.

Trustate makes no endorsement or guarantees about the content or quality of third party services offered by a Third Party Service Provider. Trustate is not responsible for results or your use of third party services. You acknowledge that you bear all risks associated with access to and use of third party services and agree that Trustate is not responsible for anyloss or damage of any sort you may incur from dealing with a Third Party Service Provider. You should contact the Third Party Service Provider if you have any concerns regarding such services.

TRUSTATE HEREBY DISCLAIMS LIABILITY FOR ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES POSTED OR OFFERED AS PART OF ANY THIRD PARTY SERVICES. TRUSTATE IS NOT LIABLE FOR ANY FAILURE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED ON WEBSITES OWNED AND/OR MAINTAINED BY THIRD PARTY SERVICE PROVIDERS. A THIRD PARTY PROVIDER MAY HAVE TERMS OF USE THAT ARE DIFFERENT FROM THAT OF TRUSTATE AND THE THIRD PARTY SERVICE PROVIDER’S WEBSITE MAY PROVIDE LESS SECURITY THAN OUR SITE.

Governing Law; Venue

Any legal action or proceeding relating to these Terms is governed by the laws of the State of Delaware and the Dispute Resolution by Binding Arbitration contained in these Terms.

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Dispute Resolution by Binding Arbitration

Please read this carefully. It affects your  rights.

Summary:

Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting our Customer Care Center at info@trustate.com or 618-437-8283 (618-4-ESTATE).

In the unlikely event that the Trustate Customer Care Center is unable to resolve your complaint to your satisfaction (or if Trustate has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutralarbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.

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YOU UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, YOU AND TRUSTATE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

You may speak with independent counsel before using this Site or completing any purchase.

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Arbitration Agreement

(a)   Trustate and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types ofdisputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:

• claims arising out of or relating to any aspect of the relationship between us, whether basedin contract, tort, statute, fraud, misrepresentation, or any other legal theory;
• claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);
• claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
• claims that may arise after the termination of these Terms.

For the purposes of this Arbitration Agreement, references to “Trustate,” “you,” and “us” include our respective agents, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us. Beneficiaries include, but are not limited to, those named in an estate planning document.

(b)  A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute (“Notice”) to the other party. A Notice to Trustate should be addressed to: Trustate Corporation, 802 E.Whiting Street, Tampa, FL 33602 (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If Trustate and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Trustate may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Trustate or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Trustate is entitled. You may download or copy a form to initiate arbitration from the American Arbitration Association (the “AAA”) website at https://www.adr.org.

(c)   If the amount in dispute exceeds $75,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.

(d)  Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to me, andshall not be effective as to disputes which arose prior to the date of termination.

You may download or copy a form to initiate arbitration from the American Arbitration Association (the “AAA”) website at https://www.adr.org.

Force Majeure

Trustate shall not be considered in breach of or default under these Terms or any contract with you, and shall not be liable to you for any cessation, interruption, or delay in the performance of its obligations hereunder by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or the public enemy, epidemic, famine, pandemic or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or similar event beyond our reasonable control, whether foreseen or unforeseen (each a “Force Majeure Event”). If a Force Majeure Event continues for morethan 30 days in the aggregate, Trustate may immediately terminate these Terms and shall have no liability to you for oras a result of any such termination.

Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

No Waivers

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Trustate.

No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

Severability

If any provision of these Terms is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Terms shall remain operative and binding on Trustate and you.

Notices

We may provide any notice to you under these Terms by (i) sending a message to the e-mail address you provide or (ii) posting to the Site.

To give us notice under these Terms, can contact us by writing, emailing or calling us:

Trustate Corporation

802 E. Whiting Street

Tampa, FL 33602

info@trustate.com

618-437-8283 (618-4-ESTATE)

We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.

Last updated: November 10, 2022