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Terms of Service

Last updated: August 20, 2026

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (the “Terms” or this “Agreement”) are a binding legal agreement between TrustForge, a brand-name of JPT Group, LLC, a Tennessee limited liability company, (“TrustForge,” “we,” “us,” or “our”), and the law firm, legal organization, or legal professional that subscribes to or uses the Service (“Firm,” “you,” or “your”). These Terms limit our liability to you, allocate risk between us, require you to indemnify us, and govern how disputes are resolved. Section 2 describes important limitations on what the Service does and does not do.

By executing an Order Form that references these Terms, by clicking to accept these Terms, or by accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy at https://trustforge.estate/privacy which is incorporated by reference. If you do not agree, you may not access or use the Service.

TrustForge is not a law firm and does not provide legal advice. The Service is a document-comparison work aid intended solely for use by, or under the direct supervision of, attorneys licensed and in good standing. It does not review any document for legal sufficiency and is not a substitute for the exercise of independent professional judgment. See Sections 2 and 8.

If you are entering into these Terms on behalf of a firm, entity, or organization, you represent that you have full authority to bind that entity, in which case “you” and “your” refer to that entity and its Authorized Users.

Contents
  • 1. Definitions
  • 11. Term; Renewal; Suspension; Termination
  • 2. The Service; Scope and Limitations
  • 12. Intellectual Property
  • 3. License; Restrictions
  • 13. Warranties and Disclaimers
  • 4. Accounts, Users, and Security
  • 14. Limitation of Liability
  • 5. Firm Content and Client Data
  • 15. Indemnification
  • 6. Confidentiality
  • 16. Third-Party Services
  • 7. Privacy
  • 17. Force Majeure
  • 8. Professional Responsibility
  • 18. Changes to These Terms
  • 9. AI-Assisted Features
  • 19. Governing Law; Venue
  • 10. Fees and Payment
  • 20. General

1. Definitions

1.1 “Agreement” means these Terms, the Privacy Policy, and each Order Form.

1.2 “AI-Assisted Feature” means any feature or component of the Service that uses artificial intelligence, machine learning, large language models, or similar technologies, as identified in the Documentation.

1.3 “Authorized User” means an individual you authorize to access the Service under your subscription, including attorneys, paralegals, and other personnel of the Firm.

1.4 “Client Data” means information relating to your clients or prospective clients that you or your Authorized Users submit to the Service, including information contained in a Trust Document or a Design Sheet.

1.5 “Comparison Report” means the output generated by the Service identifying apparent discrepancies, inconsistencies, or omissions between a Trust Document and a Design Sheet.

1.6 “Confidential Information” means non-public information disclosed by either party that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including Firm Content, Client Data, the Service’s software and architecture, and the pricing terms of any Order Form.

1.7 “Design Sheet” means a design summary, planning worksheet, client questionnaire, drafting instruction, or similar specification that you submit to the Service as the reference against which a Trust Document is compared.

1.8 “Documentation” means the user guides, help materials, and technical specifications we make generally available at https://trustforge.estate/resources.

1.9 “Firm Content” means all documents, data, text, and other materials that you or your Authorized Users submit to the Service, including Trust Documents, Design Sheets, and Client Data.

1.10 “Firm Model” means an artificial intelligence or machine learning model, classifier, or system that we train or fine-tune using your Firm Content and that is made available solely to you and your Authorized Users.

1.11 “Order Form” means the ordering document, online signup, or renewal notice executed or accepted by you that specifies your subscription plan, number of Authorized Users, fees, and Subscription Term.

1.12 “Output” means any content, result, analysis, or other material generated by an AI-Assisted Feature.

1.13 “Service” means the TrustForge software-as-a-service platform and related features we make available under an Order Form, together with the Documentation. The Service does not include Third-Party Services (as defined in Section 16.1).

1.14 “Subscription Term” means the initial term specified in your Order Form and each renewal term.

1.15 “Third-Party Model Provider” means a third party that provides access to an artificial intelligence or machine learning model developed or operated by that third party, including any provider of a general-purpose, foundation, or frontier model.

A provider of computing infrastructure, hosting, or model-hosting services described in Section 5.6 is not a Third-Party Model Provider with respect to a model that it hosts, provided that under our agreement with that provider: (a) it processes Firm Content solely as our service provider and on our instructions; (b) it does not use Firm Content to train or improve any model, product, or service of its own or of any third party; (c) the developer of the hosted model does not receive Firm Content; and (d) it does not store or retain Firm Content for abuse-monitoring, platform-safety, or similar review. A provider that ceases to satisfy each of conditions (a) through (d) is a Third-Party Model Provider from the time it ceases to do so.

1.16 “Trust Document” means a trust instrument, will, or other estate planning document that you submit to the Service for comparison against a Design Sheet.

1.17 “TrustForge Environment” means computing infrastructure operated by us, or operated on our behalf by an infrastructure, hosting, or model-hosting provider described in Section 5.6 that is not a Third-Party Model Provider, in each case subject to confidentiality obligations no less protective than those in Section 6.

1.18 “Usage Data” means technical and operational data about the performance and use of the Service, excluding Firm Content and Client Data.

2. The Service; Scope and Limitations

2.1 Description. The Service compares a Trust Document that you submit against a Design Sheet that you submit, and generates a Comparison Report identifying apparent discrepancies between the two.

2.2 What the Service Does Not Do. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE:

(a) compares a Trust Document only against the Design Sheet that you provide, and does not evaluate whether that Design Sheet is accurate, complete, internally consistent, or appropriate for the client;

(b) does not review any Trust Document for legal sufficiency, validity, enforceability, or compliance with the law of any jurisdiction;

(c) does not determine whether a Trust Document or a Design Sheet achieves any tax, dispositive, fiduciary, creditor-protection, elder-law, or other planning objective;

(d) does not identify drafting errors, ambiguities, internal inconsistencies, statutory defects, or omissions in a Trust Document, except to the extent they present as a discrepancy against the Design Sheet;

(e) does not monitor, account for, or advise on changes in statutory or case law; and

(f) is not a substitute for review of a Trust Document by a licensed attorney exercising independent professional judgment.

2.3 No Assurance of Completeness or Accuracy. We do not represent or warrant that the Service will identify every discrepancy between a Trust Document and a Design Sheet. A Comparison Report may contain false positives and false negatives. You are solely responsible for independently reviewing each Trust Document before it is executed, delivered to a client, or otherwise relied upon, and that responsibility is not reduced or satisfied by the Service having identified no discrepancy or only a limited set of discrepancies.

2.4 Dependence on Your Inputs. The Service operates only on the materials you submit. Its output depends entirely on the accuracy, completeness, legibility, and machine-readability of the Trust Document and Design Sheet you provide. If a Design Sheet is incorrect or incomplete, the Service may report that a Trust Document conforms to it.

2.5 Comparison Reports Are Work Aids. A Comparison Report is an internal work aid. It is not a certification, opinion, audit, or record that a Trust Document has been reviewed or approved by any person, and you will not represent it as such to any client, court, or third party.

2.6 Changes to the Service. We may modify, add to, or discontinue features of the Service. We will provide you at least thirty (30) days’ notice before any modification that materially reduces the core functionality of the Service during your then-current Subscription Term.

2.7 Planned Maintenance. We may temporarily suspend access to the Service for maintenance, repairs, or upgrades, and will endeavor to provide no less than two (2) business days’ notice where practicable. We reserve the right to suspend access without notice where necessary to complete urgent repairs or to address a security issue.

3. License; Restrictions

3.1 License. Subject to your payment of fees and your compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service during the Subscription Term for your internal business purposes.

3.2 Restrictions. You will not, and will not permit any Authorized User or third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Service;

(b) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or algorithms of the Service;

(c) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Service available to any third party, or use it on a service-bureau or time-sharing basis;

(d) use the Service to build or improve a competing product or service, or to train any machine learning or artificial intelligence model;

(e) access the Service by any automated means, including bots, crawlers, scrapers, or scripts, except through interfaces we expressly provide for that purpose;

(f) circumvent or attempt to circumvent any usage limit, access control, authentication, or security measure;

(g) upload or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service;

(h) remove or obscure any proprietary notice appearing in or on the Service; or

(i) use the Service in violation of applicable law or in a manner that infringes or misappropriates the rights of any third party.

3.3 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by TrustForge.

3.4 Responsibility for Authorized Users. You are responsible for all activity occurring under your account and for your Authorized Users’ compliance with this Agreement. Any act or omission of an Authorized User that would constitute a breach of this Agreement if committed by you is deemed your breach.

4. Accounts, Users, and Security

4.1 Eligibility. The Service is offered only to law firms, legal organizations, and legal professionals for professional business purposes. It is not offered to consumers.

4.2 Registration. You will provide accurate, current, and complete registration information and will keep it current.

4.3 Administrator. You will designate at least one Authorized User as an administrator (“Administrator” or “Owner”) with authority to manage your subscription, add and remove Authorized Users, and receive notices under this Agreement. Where you designate only one Administrator, you will provide us with a secondary contact whom we may use if the Administrator is unreachable for thirty (30) days.

4.4 Credentials. Each Authorized User must have a unique credential, and credentials may not be shared. You will implement reasonable policies and procedures to prevent unauthorized access to the Service, and will notify us promptly, and in no event later than seventy-two (72) hours, after learning that a credential has been lost, stolen, compromised, or misused.

4.5 Authentication. We may require all Authorized Users to use multi-factor authentication.

4.6 Our Security Measures. We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Firm Content against unauthorized access, use, disclosure, alteration, or destruction. We do not warrant or guarantee that such measures cannot be defeated.

4.7 Seat Count. You may add Authorized Users during a Subscription Term at the then-current rate, coterminous with that Subscription Term. You may reduce the number of Authorized Users effective only as of the start of a renewal term, on written notice given at least thirty (30) days before that renewal term begins.

5. Firm Content and Client Data

5.1 Your Ownership. As between the parties, you retain all right, title, and interest in and to Firm Content and Client Data. TrustForge claims no ownership of them.

5.2 License to Us. You grant us a non-exclusive, worldwide, royalty-free license to host, store, transmit, process, display, and otherwise use Firm Content (which includes Client Data) solely to provide, maintain, secure, and support the Service, to exercise our rights under Section 9.4, and to perform our obligations under this Agreement.

5.3 Your Responsibility. You are solely responsible for the accuracy, quality, legality, and appropriateness of all Firm Content, and for having all rights, consents, and authority necessary to submit it to the Service and to permit us to process it as described in this Agreement. You are responsible for determining whether any client consent, notice, or engagement-letter disclosure is required in your jurisdiction before you submit Client Data, and for obtaining or providing it.

5.4 Usage Data. We may collect and use Usage Data to operate, secure, analyze, and improve the Service. We may publish aggregated, de-identified statistics derived from use of the Service, provided that such statistics do not identify you, any Authorized User, or any client, and do not contain or reveal any Firm Content or Client Data.

5.5 No Monitoring Obligation. We have no obligation to monitor, review, or validate Firm Content, and no obligation to retain it except as set out in Section 11.7.

5.6 Third-Party Infrastructure. You acknowledge that we use third-party infrastructure, hosting, and model-hosting providers to deliver the Service, subject to confidentiality obligations no less protective than those in this Agreement.

6. Confidentiality

6.1 Obligations. Each party (as “Receiving Party”) will protect the other party’s (“Disclosing Party”) Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care; will not use it except to exercise its rights or perform its obligations under this Agreement; and will not disclose it except to its personnel, contractors, and professional advisors who need to know it and who are bound by confidentiality obligations no less protective than these.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party without a duty of confidentiality before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

6.3 Privileged Material. Each party acknowledges that Firm Content may include material subject to the attorney-client privilege or the work-product doctrine. We will treat all Firm Content, including Client Data, as your Confidential Information and will not access it except as necessary to provide, secure, or support the Service, to exercise our rights under Section 9.4, to address a technical or support issue at your request, or as required by law.

6.4 Compelled Disclosure. If a Receiving Party is compelled by law, subpoena, or court order to disclose Confidential Information, it will, to the extent legally permitted, promptly notify the Disclosing Party before disclosure so that the Disclosing Party may seek a protective order or other relief; will reasonably cooperate in any such effort at the Disclosing Party’s expense; and will disclose only that portion of the Confidential Information that it is legally required to disclose.

6.5 Survival. This Section 6 survives termination or expiration of this Agreement.

6.6 Return or Destruction. On written request following termination or expiration, each party will delete or return the other party’s Confidential Information in its possession, except for copies retained in routine backup or archival systems or as required by law, which remain subject to this Section 6. On your written request we will certify the deletion of Firm Content in writing.

7. Privacy

7.1 Privacy Policy. Our collection and use of personal information is described in our Privacy Policy at https://trustforge.estate/privacy, which is incorporated into this Agreement by reference.

7.2 Legal Process. Where legally permitted, we will direct to you any third-party request for Firm Content, and will comply with Section 6.4 before making any disclosure.

8. Professional Responsibility

8.1 Not a Law Firm. TrustForge is not a law firm, is not engaged in the practice of law, and does not provide legal advice, opinions, or recommendations.

8.2 No Attorney-Client Relationship. No attorney-client relationship is created between TrustForge and you, any Authorized User, or any client of yours by reason of this Agreement or any use of the Service. Nothing in this Agreement is intended to, and nothing in it does, waive, diminish, or determine the applicability of any privilege or protection that attaches to Firm Content or Client Data.

8.3 Attorney Supervision. The Service is intended solely for use by, or under the direct supervision of, attorneys licensed and in good standing in the relevant jurisdiction. You remain solely responsible for compliance with the rules of professional conduct applicable to you, including the duties of competence, diligence, communication, confidentiality, and supervision of nonlawyer assistance. Use of the Service does not delegate, reduce, or satisfy any of those duties.

8.4 No Unauthorized Practice of Law. You will not use the Service, or permit it to be used, in a manner that constitutes the unauthorized practice of law in any jurisdiction. You will not represent to any client or third party that the Service provides legal advice or that a Comparison Report constitutes legal review of a document.

8.5 Client Communication. You are solely responsible for determining what, if anything, to disclose to your clients regarding your use of the Service, and for making any disclosure required by the rules of professional conduct or by your engagement agreements.

9. AI-Assisted Features

9.1 Scope. Certain features of the Service are AI-Assisted Features, which we identify in the Documentation. This Section 9 applies to those features and to Output; the remainder of this Agreement applies to the Service as a whole.

9.2 Output Is Not Reviewed. We do not review Output for accuracy or completeness. Output is provided “AS IS” and “AS AVAILABLE,” and we make no representation or warranty of any kind with respect to it. AI-Assisted Features may produce results that appear plausible but are incorrect or incomplete, or that omit material discrepancies.

9.3 Human Oversight. You will use AI-Assisted Features and Output only with human oversight by a licensed attorney and only in accordance with Sections 2 and 8. You are solely responsible for reviewing Output before relying on or acting upon it.

9.4 Use of Firm Content in AI-Assisted Features. This Section 9.4 states the only purposes for which we may use Firm Content in connection with AI-Assisted Features.

(a) Service Delivery. We may process Firm Content through AI-Assisted Features as necessary to generate Comparison Reports and otherwise deliver the Service to you. Processing under this Section 9.4(a) does not train, fine-tune, or modify any model and requires no separate consent.

(b) Firm Models. We may use your Firm Content to train or fine-tune a Firm Model, subject to each of the following covenants, which are material terms of this Agreement:

(i) Segregation. Your Firm Content will be used solely to train or fine-tune your Firm Model. It will not be used to train, fine-tune, or develop any model, classifier, or system that is made available to any other customer or to the public, and it will not contribute to any general-purpose or multi-customer model.

(ii) Closed Environment. All training, fine-tuning, storage, and inference involving your Firm Content will occur solely within the TrustForge Environment. We will not transmit Firm Content to any Third-Party Model Provider.

(iii) Access. Your Firm Model, and all Output generated by it, will be made available only to you and your Authorized Users.

(iv) Opt-Out. You may disable the use of your Firm Content under this Section 9.4(b) at any time, through the settings we make available in the Service or by written notice to us. We will give effect to your election within ten (10) business days and will retire your Firm Model in accordance with Section 9.5(b).

(c) Opt-In Only. We will not do any of the following without your prior written consent, which you may withhold or revoke at any time:

(i) use Firm Content to train, fine-tune, or develop any model, classifier, or system that is or may be made available to any person other than you and your Authorized Users;

(ii) transmit Firm Content to any Third-Party Model Provider for the purpose of training, fine-tuning, or developing any model; or

(iii) retain or use a Firm Model, or any other model trained on your Firm Content, after the termination or expiration of this Agreement.

9.5 Firm Model Ownership and Retirement.

(a) Ownership. We own all right, title, and interest in and to each Firm Model, including its weights, parameters, and any improvements to it. For the avoidance of doubt, this does not affect your ownership of Firm Content and Client Data under Section 5.1, and a Firm Model is not Firm Content.

(b) Retirement. On the termination or expiration of this Agreement, or on your opt-out under Section 9.4(b)(iv), we will delete or permanently disable your Firm Model within thirty (30) days. On your written request we will certify that deletion or disablement in writing.

9.6 De-identified Improvement Data. We may use de-identified and aggregated data derived from use of AI-Assisted Features to evaluate and improve the quality, accuracy, and safety of those features, provided that such data does not include, and cannot reasonably be used to reconstruct, the text of any Trust Document, Design Sheet, or Client Data, and does not identify you, any Authorized User, or any client.

9.7 Your Restrictions. For the avoidance of doubt, Section 3.2(d) applies to AI-Assisted Features and to Output, and you will not use either to develop a competing product or service or to train or develop any artificial intelligence or machine learning model, system, product, or service.

9.8 Client Notice, Consent, and Disclosure. You are solely responsible for determining whether the rules of professional conduct or other law applicable to you require notice to, or the informed consent of, a client before Client Data relating to that client is submitted to an AI-Assisted Feature, and for providing that notice or obtaining that consent. You are also solely responsible for any disclosure to clients or third parties regarding the use of artificial intelligence required by applicable law, regulation, or rules of professional conduct. We will make available in the Documentation a description of how AI-Assisted Features process Firm Content, sufficient to permit you to make those determinations.

10. Fees and Payment

10.1 Fees. You will pay the fees set out in your Order Form. Fees are based on the subscription plan and number of Authorized Users specified, and not on actual usage.

10.2 Non-Refundable. Except as expressly provided in this Agreement, all fees are non-refundable and all payment obligations are non-cancellable. No credit will be issued for unused capacity, removed Authorized Users, or partial periods of service.

10.3 Billing. You will provide and maintain a valid payment method and authorize us to charge it for all fees due, including renewal fees. You will notify us of any change to your payment information within five (5) business days.

10.4 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes and governmental charges arising from this Agreement, excluding taxes on our net income.

10.5 Late Payment. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If your account remains delinquent ten (10) days after written notice, we may suspend your access to the Service until the account is brought current. A suspension under this Section 10.5 will not extend to your ability to export Firm Content. You will reimburse us for reasonable costs of collection, including attorneys’ fees.

10.6 Disputed Charges. You must notify us in writing of any disputed charge within forty-five (45) days of the invoice or charge date to be eligible for a credit or adjustment.

10.7 Fee Changes. We may change fees effective as of a renewal term. We will provide at least sixty (60) days’ written notice before the start of that renewal term of any fee increase.

11. Term; Renewal; Suspension; Termination

11.1 Term. This Agreement begins on the start date specified in your Order Form and continues for the Subscription Term.

11.2 Automatic Renewal. Your subscription renews automatically for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

11.3 No Termination for Convenience. Except as provided in Sections 11.4, 13.2, and 17, neither party may terminate this Agreement without cause during a Subscription Term. Non-renewal under Section 11.2 is not a termination for purposes of this Section 11.3.

11.4 Termination for Cause. Either party may terminate this Agreement on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days of written notice, or within ten (10) days in the case of non-payment. A material breach that is not capable of cure permits immediate termination.

11.5 Suspension. We may suspend your access to the Service, in whole or in part, immediately and without prior notice if we reasonably determine that your use (a) creates a security risk to the Service, to us, or to any other customer; (b) may subject us or any third party to liability; or (c) is fraudulent or unlawful. Where practicable we will notify you and work with you to resolve the issue promptly. A suspension under this Section 11.5 will not extend to your ability to export Firm Content unless the export capability is itself the source of the risk.

11.6 Effect of Termination. Except as provided in Section 11.7, on termination or expiration your license terminates and you will cease all use of the Service. If we terminate this Agreement under Section 11.4 or Section 11.5 for your breach, any unpaid fees for the remainder of the Subscription Term become immediately due and payable. No acceleration occurs where you terminate under Section 11.4, where we terminate under Section 13.2, or where either party terminates under Section 17.

11.7 Data Retrieval. For thirty (30) days following termination or expiration, we will provide you reasonable access to retrieve Firm Content. You are solely responsible for retrieving Firm Content within that period, including as necessary to satisfy any obligation to your clients or under the rules of professional conduct. We will give at least thirty (30) days’ advance written notice to the Administrator and to the secondary contact designated under Section 4.3 before deleting Firm Content. After the retrieval period and that notice, we may delete Firm Content, and we have no obligation to retain it.

11.8 Survival. The following survive termination or expiration of this Agreement: Sections 1; 2.2 through 2.5; 3.2; 3.3; 4.6 (for so long as we retain Firm Content); 5.1; 5.2 (solely as necessary to perform Section 11.7 and to delete Firm Content); 5.4; 5.5; 6; 7; 8; 9.2 through 9.8; 10 (as to amounts accrued before termination); 11.6; 11.7; 12; 13; 14; 15; 19; and 20.

12. Intellectual Property

12.1 Our Ownership. TrustForge and its licensors own all right, title, and interest in and to the Service, including all software, models, algorithms, interfaces, and Documentation, and all intellectual property rights in them. Nothing in this Agreement transfers any ownership interest in the Service to you.

12.2 Trademarks. “TrustForge,” our logos, and our product names are our trademarks. You may not use them without our prior written consent.

12.3 Feedback. If you provide suggestions, feature requests, or other feedback regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that Feedback without restriction, attribution, or compensation. Feedback is not your Confidential Information. Feedback excludes Firm Content and Client Data, and nothing in this Section 12.3 limits Section 6.

13. Warranties and Disclaimers

13.1 Mutual Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, and that this Agreement is a valid and binding obligation enforceable against it in accordance with its terms.

13.2 Our Limited Warranty. We warrant that we will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity. If we do not correct it within thirty (30) days of your written notice, you may terminate the affected subscription and we will refund prepaid, unused fees for the remainder of the Subscription Term.

13.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 13.1 AND 13.2, THE SERVICE, ALL COMPARISON REPORTS, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TRUSTFORGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TRUSTFORGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT ANY COMPARISON REPORT OR OUTPUT WILL BE ACCURATE OR COMPLETE, OR WILL IDENTIFY ANY OR ALL DISCREPANCIES BETWEEN A TRUST DOCUMENT AND A DESIGN SHEET.

13.4 No Legal Advice.

NOTHING PROVIDED THROUGH THE SERVICE CONSTITUTES LEGAL ADVICE, AND NO COMPARISON REPORT OR OUTPUT IS A SUBSTITUTE FOR REVIEW OF A TRUST DOCUMENT BY A LICENSED ATTORNEY. SEE SECTIONS 2 AND 8.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Cap.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. Sections 14.1 and 14.2 do not apply to: (a) your obligations under Section 15 (Indemnification); (b) your payment obligations under Section 10; (c) either party’s fraud or willful misconduct; or (d) any liability that cannot be excluded or limited under applicable law.

14.4 Allocation of Risk. The limitations in this Section 14 reflect a deliberate allocation of risk between the parties, are reflected in the fees charged for the Service, and form an essential element of the basis of the bargain. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

15. Indemnification

15.1 By You. You will defend, indemnify, and hold harmless TrustForge and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to:

(a) Firm Content, including any claim that Firm Content infringes or misappropriates the rights of a third party or was submitted to the Service without a required consent or authorization;

(b) your or any Authorized User’s use of the Service in violation of this Agreement or applicable law;

(c) any claim by a client of yours, or by a beneficiary, fiduciary, or other person, relating to a Trust Document, a Design Sheet, or your professional services, including any claim of legal malpractice or breach of fiduciary duty, except to the extent the claim arises from our negligence, willful misconduct, or breach of this Agreement;

(d) your breach of Section 8 (Professional Responsibility); or

(e) the negligence or willful misconduct of you or any Authorized User.

15.2 Procedure. We will promptly notify you of any claim for which we seek indemnification, provided that a failure to do so relieves you of your obligations only to the extent you are materially prejudiced by the delay. You will control the defense and settlement of the claim with counsel reasonably acceptable to us, provided that you may not settle any claim in a manner that imposes any obligation, payment, or admission on us without our prior written consent. Where the rules of professional conduct applicable to you preclude you from directing the defense of a claim, we may assume the defense with counsel of our choosing at your expense. We may otherwise participate in the defense at our own expense with counsel of our choosing.

15.3 Professional Conduct. Nothing in this Section 15, or elsewhere in this Agreement, requires you to act in a manner inconsistent with the rules of professional conduct applicable to you. To the extent any obligation under this Agreement would require you to do so, that obligation is modified to the minimum extent necessary to permit your compliance with those rules.

16. Third-Party Services

16.1 The Service may interoperate with, or provide links to, products and services provided by third parties (“Third-Party Services”). Third-Party Services are not part of the Service and are governed by the terms of the applicable third-party provider. Third-Party Services do not include the infrastructure, hosting, and model-hosting providers we use to deliver the Service, which are addressed in Section 5.6.

16.2 We do not endorse or warrant, and accept no liability for, any Third-Party Service. Subject to Section 2.6 where the integration forms part of the core functionality of the Service, we may add, modify, disable, or discontinue any integration with a Third-Party Service at any time without notice. Your use of a Third-Party Service is at your own risk and is a matter solely between you and that provider.

17. Force Majeure

17.1 Excused Performance. Neither party will be liable for any delay or failure to perform (other than an obligation to pay money) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, governmental action or change in law, failure of the internet or of telecommunications, utility, hosting, or other third-party service providers, or denial-of-service or similar attack (each, a “Force Majeure Event”).

17.2 Notice and Mitigation. The affected party will notify the other promptly of a Force Majeure Event and will use commercially reasonable efforts to mitigate its effects.

17.3 Extended Events. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement on written notice without liability to the other, and we will refund prepaid, unused fees for the remainder of the Subscription Term.

18. Changes to These Terms

18.1 Modification. We may modify these Terms. We will provide notice of any material change to the Administrator by email and through the Service at least sixty (60) days before it takes effect.

18.2 Effective Date. A modification takes effect at the start of your next Subscription Term or sixty (60) days after notice, whichever is later, except that a modification required to comply with applicable law or to address a security or legal risk may take effect immediately on notice.

18.3 Acceptance. Your continued use of the Service after a modification takes effect constitutes your acceptance of it. If you do not accept a material modification, your exclusive remedy is to give notice of non-renewal under Section 11.2.

18.4 Privacy Policy. Sections 18.1 through 18.3 apply to material changes to the Privacy Policy in the same manner as they apply to these Terms.

19. Governing Law; Venue

19.1 Governing Law. This Agreement, and any dispute arising out of or relating to it or to the Service (including non-contractual disputes and claims), is governed by the laws of the State of Tennessee, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Venue. The state courts located in Williamson County, Tennessee, and the United States District Court for the Middle District of Tennessee, have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement or the Service. Each party consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.

19.3 Equitable Relief. Notwithstanding Section 19.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19.4 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

20. General

20.1 Entire Agreement. This Agreement, together with each Order Form and the Privacy Policy, is the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any purchase order or similar document you issue has no force or effect.

20.2 Order of Precedence. In the event of a conflict, these Terms control over the Privacy Policy as to Firm Content and Client Data. These Terms also control over an Order Form, except to the extent the Order Form expressly states that it modifies a specified provision of these Terms and is executed or accepted by both parties.

20.3 Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

20.4 Notices. We may give notice to you by email to the Administrator, by posting within the Service, or by mail to the address on your Order Form. Notice by email is effective when sent. Notices under Sections 2.6, 10.7, and 18.1 will be given both by email to the Administrator and by posting within the Service. You will give notice to us at hello@trustforge.estate. You are responsible for keeping the Administrator’s contact information current. Operational and service notices are not marketing communications and cannot be opted out of.

20.5 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between them.

20.6 No Third-Party Beneficiaries. This Agreement confers no rights or remedies on any person other than the parties. Without limiting the foregoing, no client of yours, and no beneficiary, fiduciary, heir, or other person for whose benefit a Trust Document is prepared, is a third-party beneficiary of this Agreement or has any right or remedy under it.

20.7 No Waiver. No failure or delay in exercising any right waives it. Any waiver must be in writing and signed by the party granting it, and is effective only in the specific instance and for the specific purpose given.

20.8 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified and interpreted so as to accomplish its objective to the greatest extent permitted by applicable law, and the remaining provisions will remain in full force and effect.

20.9 Geographic Scope. The Service is intended for use only by persons and entities located in the United States. We make no representation that the Service is appropriate or available for use elsewhere. If you access the Service from outside the United States, you do so at your own initiative and are responsible for compliance with local law.

20.10 Export and Sanctions. You will comply with all applicable export control and economic sanctions laws, and represent that you are not located in, organized under the laws of, or a resident of any country or territory subject to United States sanctions or export restrictions, and that you are not a person identified on any United States restricted-party list.

20.11 Headings. Section headings are for convenience of reference only and do not affect the interpretation of this Agreement.