LegacyShield, LLC (“LEGACYSHIELD”, "we," "us" or "our") is a website that allows subscribers to store information on a secure database to be released to designated individuals as instructed by the subscriber; LEGACYSHIELD also provides certain subscribers access to third-party services, which may include but are not limited to, legal document assembly software and attorney referral network services (collectively the “Services”).
This Subscription Agreement is entered between LEGACYSHIELD, with its principal place of business located at 822 North AIA, Suite 310, Ponte Vedra Beach, FL 32082, and the subscriber (“Subscriber” or “you” or “your”). LEGACYSHIELD and Subscriber are each a “Party” to this Agreement and, together, are referred to as the “Parties.”
1. Subscription. Subject to the terms and conditions of this Subscription Agreement and during the Term (as herein defined), LEGACYSHIELD shall make the Services available to Subscriber, his/her insurers, and his/her “Recipient(s)” (as herein defined).
1.1. The Services provided by LEGACYSHIELD include a service and database that enables Subscriber to maintain information through a password-protected site in a unique account for Subscriber (Subscriber’s “Account”). The service grants access to Subscriber’s Account and information stored within the Account to Subscriber’s Recipient(s) once a Subscriber-designated triggering event is validated by Subscriber’s Notifier and Authenticators. SUBSCRIBER IS SOLELY RESPONSIBLE FOR THE SECURITY OF HIS/HER PASSWORD. ONLY SUBSCRIBER, WHEN FIRST ESTABLISHING AN ACCOUNT, SHOULD SPECIFY THE REQUIRED ACCOUNT CREDENTIALS TO ACCESS SUBSCRIBER DATA, DESIGNATE SUBSCRIBER’S “NOTIFIERS” AND “AUTHENTICATORS,” AND DESIGNATE RECIPIENTS WHO WILL HAVE ACCESS TO SUBSCRIBER’S ACCOUNT UPON SUBSCRIBER’S SPECIFIED TRIGGERING EVENT AS FURTHER PROVIDED HEREIN. WE RELY UPON THE CREDENTIALS YOU CREATE WHEN ESTABLISHIG YOUR ACCOUNT; WE RELY UPON THE AUTHENTICITY OF YOUR IDENTIFICATION WHEN YOU ACCESS YOUR ACCOUNT ENTERING YOUR CREDENTIALS, AND WE RELY UPON THE CREDENTIALS PRESENTED BY YOUR RECIPIENT(S) AS FURTHER DESCRIBED BELOW.
1.3. Subscriber certifies he/she is at least eighteen years of age. Subscriber also certifies he/she is not a resident of Quebec.
1.4. “Notifiers” are those persons identified by Subscriber in Subscriber’s Account from whom the Services will accept a notice of a triggering event, which may include but is not limited to Subscriber’s death or incapacity. “Authenticators” are persons identified by Subscriber in Subscriber’s Account who the Services will automatically contact after receipt of a notice from Subscriber’s Notifier of a triggering event. Subscriber is solely responsible for the accuracy and completeness of the information and credentials entered by Subscriber into Subscriber’s Account for each Notifier and Authenticator. Subscriber also understands and agrees that, prior to contacting Subscriber’s Recipient, the Service will automatically email Subscriber to further confirm the triggering event. If Subscriber responds to this email, the Service will “assume” the notification was wrong. In such cases, Subscriber should contact Subscriber’s Notifiers and Authenticators as Subscriber deems appropriate.
1.5. For purposes of this Subscription Agreement and the Services, “Recipient(s)” means an individual(s) who is/are authorized by Subscriber to access Subscriber’s Account following a triggering event. When establishing Subscriber’s Account, Subscriber will designate a Recipient. Subscriber may designate more than one Recipient. During the Term, Subscriber may change his/her Recipient designations. Once Subscriber makes this change, any prior Recipient will have no access to Subscriber’s Account and/or Subscriber’s content. When inputting information for a Recipient, Subscriber must enter a complete and current correct email address. Subscriber should confirm that Recipient (i) is aware of his/her designation as Recipient and (ii) knows Subscriber’s wishes with regard to Subscriber’s Account and content. When a Subscriber’s Notifier advises LEGACYSHIELD of a triggering event, the triggering event must be authenticated by at least two of Subscriber’s Authenticators. LEGACYSHIELD’s Services will contact Subscriber’s Recipient(s), providing Recipient(s) with a link to Subscriber’s Account. LEGACYSHIELD HAS THE RIGHT TO RELY UPON THE VERACITY OF A RECIPIENT’S IDENTITY BASED ON CURRENT DESIGNATION AND CONTACT INFORMATION ENTERED BY SUBSCRIBER INTO SUBSCRIBER’S ACCOUNT. WE DO NOT INDEPENDENTLY VERIFY YOUR RECIPIENTS AND/OR THEIR CONTACT INFORMATION, AND WE RELY SOLELY UPON THE INFORMATION AS YOU ENTER IT INTO OUR DATABASE. Recipients may include, but are not limited to, Subscriber’s beneficiaries under Subscriber’s life insurance policies and Subscriber’s legal representatives, heirs, attorneys and other advisors.
1.6. The control is solely with Subscriber as to whom he/she designates as his/her Recipient(s), and LEGACYSHIELD assumes no liability for Subscriber’s instructions and/or decisions. Subscriber, on his/her own behalf and on behalf of his/her Recipients, Authenticators, Notifiers, heirs, legal representatives and assigns, expressly releases LEGACYSHIELD, its officers, directors, shareholders, members, managers, employees, representatives, successors and assigns as to all instructions (including any errors in those instructions as provided by Subscriber) from any and all claims regarding (i) information entered into our database by Subscriber; (ii) to whom any Subscriber information is or is not released and distributed per Subscriber’s instructions; (iii) any inaccurate or incomplete information provided by Subscriber for any Recipient, Authenticator and/or Notifier; (iv) or any other claims arising from (a) Subscriber’s use of the Services and (b) our execution of Subscriber’s instructions as entered into the database by Subscriber.
1.7. Information, including contact information for Notifiers, Authenticators and Recipients and security questions and answers, entered and stored by Subscriber on our database is only as complete, accurate and current as provided by Subscriber. Subscriber should check Subscriber’s information periodically to confirm that a Notifier’s, Authenticator’s, Recipient’s or Subscriber’s own, contact information remains complete, current and accurate. Further, if Subscriber acquires or disposes of assets; changes the locations or beneficiaries of any assets; or otherwise wishes to modify, remove or add content to Subscriber’s Account and/or change Subscriber’s Notifiers, Authenticators, and/or Recipients, Subscriber should visit Subscriber’s Account to make any such additions, deletions or changes as Subscriber may determine. LEGACYSHIELD IS NOT OBLIGATED TO REMIND SUBSCRIBER TO DO THIS; SUBCRIBER’S INFORMATION, CONTACT INFORMATION, AND SECURITY QUESTIONS AND ANSWERS FOR SUBCRIBER’S NOTIFIERS, AUTHENTICATORS AND/OR RECIPIENTS ARE IS ONLY AS ACCURATE, COMPLETE AND CURRENT AS SUBSCRIBER ENTERS THEM INTO SUBSCRIBER’S ACCOUNT.
1.8. SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LEGACYSHIELD DOES NOT PROVIDE PROFESSIONAL ADVICE, AND LEGACYSHIELD IS NOT A FINANCIAL FIRM, ADVISORY FIRM, LAW FIRM, INSURANCE COMPANY, INSURANCE BROKER OR INSURANCE AGENT. LEGACYSHIELD DOES NOT OFFER ANY ADVICE OR GUIDANCE ON ANY MATTERS. SUBSCRIBER HAS NOT SOUGHT, AND LEGACYSHIELD DOES NOT PROVIDE, ANY ADVICE AND/OR GUIDANCE ON ANY FINANCIAL, LEGAL, TAX OR ESTATE PLANNING MATTERS WHATSOEVER. LEGACYSHIELD ONLY PROVIDES THE LIMITED SERVICES DETAILED HEREIN.
1.9. LEGACYSHIELD DOES NOT OFFER ANY ADVICE OR GUIDANCE ON LIFE INSURANCE. SUBSCRIBER HAS NOT SOUGHT, AND LEGACYSHIELD DOES NOT PROVIDE, ANY INPUT, ADVICE AND/OR GUIDANCE AS TO WHAT INSURANCE SUBSCRIBER SHOULD PROCURE OR HAS PROCURED OR ANY AMOUNTS OF COVERAGE WHATSOEVER. LEGACYSHIELD IS NOT AFFILIATED WITH OR OWNED BY ANY LIFE INSURANCE COMPANY. LEGACYSHIELD ONLY PROVIDES THE LIMITED SERVICES DETAILED HEREIN.
1.10. I understand and acknowledge that LegacyShield does not endorse my investment/financial advisor, his/her company and/or his/her investment financial advice. LegacyShield is NOT providing any financial and/or investment advice. in all cases, I will not deliver investment instructions or financial directions to my financial/investment advisor through Legacy Shield and/or this portal.
2. Subscription Via Purchase of Life Insurance Policy. Subscriber may receive a subscription for the Services by purchasing a life insurance policy provided the underlying policy remains in effect and only so long as the insurer pays LEGACYSHIELD the Subscription Fees. If (i) Subscriber wishes to continue his/her Subscription after the cancellation or termination of the life insurance policy pursuant to which Subscriber received his/her Subscription and/or (ii) Subscriber desires to purchase a Subscription for (additional) Services described in Sections 1.1 and/or 1.2 and detailed on the LEGACYSHEILD website, then Subscriber may subscribe and pay the fees therefore in accordance with Section 4 of this Subscription Agreement.
SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT, IF THE LIFE INSURANCE POLICY PURSUANT TO WHICH SUBSCRIBER OBTAINED THE SERVICES IS CANCELLED OR TERMINATED FOR ANY REASON, THE SUBSCRIPTION THAT SUBSCRIBER RECEIVED THROUGH THE SUBJECT INSURANCE CARRIER WILL TERMINATE AUTOMATICALLY UNLESS SUBCRIBER PURCHASES A NEW SUBSCRIPTION AND/OR PURCHASES ADDITIONAL SERVICES DIRECTLY FROM LEGACYSHIELD.
3. Restrictions. Subscriber is responsible for all activities conducted under his/her Account and for our execution of Subscriber’s instructions regarding access to information in his/her Account by his/her Recipients. Subscriber’s use of the Services shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of Subscriber’s password or Account, or time-sharing of the Services. Subscriber shall not, and shall not permit any third party to, (a) copy, translate, create a derivative work from, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services in any manner or form; (b) use unauthorized modified versions of the Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; (c) use the Service in a manner that is contrary to applicable law or in violation of any third-party rights of privacy or intellectual property rights; (d) publish, post, upload or otherwise transmit Subscriber information or materials that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service. Without limiting the foregoing, Subscriber shall not share any Account information with any third party to enable them to (i) use any spider or other system, device or program (whether automated or otherwise) to extract any data from the Services or (ii) attempt to gain unauthorized access to other subscribers’ accounts or data.
For purposes of this Subscription Agreement, “Subscriber Data” means all electronic data, materials, .pdf files and information submitted to and stored through or removed from the Services by Subscriber and which Subscriber has instructed LEGACYSHIELD to permit Recipients to access once a triggering event is authenticated by two of Subscriber’s Authenticators.
4. Term, Fee, Payment & Taxes.
4.1.1. Subscriptions Obtained Via Purchase of Life Insurance Policy. The Subscriber may access the Services as of the date of agreement to Subscription Agreement, and the subscription shall continue so long as (i) Subscriber’s insurance policy remains in effect and (ii) the issuer of that policy pays the Subscription Fees to LEGACYSHIELD.
4.1.2. Subscriptions Purchased Directly from LEGACYSHIELD. The Subscriber may access the Services as of the date of purchase and agreement to this Subscription Agreement, and the subscription shall remain in effect for the initial agreed upon term of either one (1) year or monthly unless sooner terminated as provided herein. Thirty (30) days prior to the then current Term, LEGACYSHIELD will send to Subscriber a renewal notice, confirming the price for the renewal term. Subscriber’s Subscription will automatically renew, and Subscriber will pay the current Subscription Fee (as defined below) for the coming year before their subscription has expired. The initial term, together with all renewal terms (if any) are referred to as the “Term.”
4.1.3. In all cases, whether direct or indirect subscriptions, once a triggering event is confirmed and the Service sends Subscriber’s Recipient(s) a link to Subscriber’s Account, Subscriber Data will be stored for 13 months. At the end of such 13-month period, Subscriber Data will be permanently deleted, and no copies in any media will be retained. ACCORDINGLY, SUBSCRIBER SHOULD INSTRUCT HIS/HER RECIPIENT(S) THAT THEY WILL ONLY BE ABLE TO ACCESS SUBSCRIBER DATA FOR 13 MONTHS FOLLOWING A TRIGGERING EVENT. LEGACYSHIELD ASSUMES NO LIABILITY TO SUBSCRIBER’S RECIPIENTS, HEIRS, LEGAL REPRESENTATIVES OR ASSIGNS TO RETAIN OR MAKE SUBSCRIBER DATA AVAILABLE AT ANY TIME OR IN ANY FORMAT AFTER SUCH 13-MONTH PERIOD.
4.2. Fees and Payment.
4.2.1 Subscription Fees Subscriptions. For Subscriptions purchased directly from LEGACYSHIELD, Subscriber shall pay Subscription Fees for the Services as set forth in detail on the Site. The Subscription Fee for the initial term will be due and payable simultaneously with the execution of this Subscription Agreement. With respect to each renewal term, Subscriber shall pay LEGACYSHIELD the additional payments for each subsequent term prior to the expiration of the current term. Pricing for renewal terms shall be set at then-current LEGACYSHIELD pricing unless otherwise agreed to by the Parties.
4.2.2 Sponsored Subscriptions. For Subscribers who obtain a LEGACYSHIELD Sponsored Subscription from either an Advisor or an Enterprise, no fee is due from Subscriber. Rather, Subscription Fees shall be paid by the issuer of Sponsor Account. For additional Services that a Sponsored Subscriber may elect to purchase, Subscriber shall be responsible. To continue Subscriber’s Subscription after the Advisor or Enterprise stops sponsoring the Subscriber’s Subscription for any reason, Subscriber shall pay LEGACYSHIELD the Subscription Fees as set forth on the Site thirty (30) days from the date the Advisor or Enterprise stops Sponsoring the Subscription. With respect to each renewal term after the Subscription is no longer Sponsored, Subscriber shall pay LEGACYSHIELD the additional payments for each subsequent term prior to the expiration of the current term. Pricing for renewal terms shall be set at then-current LEGACYSHIELD pricing unless otherwise agreed to by the Parties.
4.2.3 Re-Activation Fee. LEGACYSHIELD may charge Subscribers a re-activation fee for an account that has expired or has been cancelled more than thirty (30) days ago, if the Subscriber of a cancelled or expired account would like to re-open their subscription.
4.2.4 Refund. Subscriber shall be entitled to a refund if the Subscriber requests to cancel their account within three (3) days of initial purchase of an annual subscription. No refunds will be processed for subscriptions paid on a monthly basis, after the current billing cycle the user will no longer be billed. After the first year if a user paid an annual fee and requests a refund within three days of that payment, LEGACYSHIELD shall deduct the equivalent of one month’s fee as a processing fee from the refund.
4.2.5 Taxes. LEGACYSHIELD Subscription Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes. Ssubscriber agrees to pay all taxes arising out of this Subscription Agreement, the paid Subscription purchased under this Subscription Agreement, and the use of the Services except for taxes based on LEGACYSHIELD’s income, which taxes shall be paid by LEGACYSHIELD. If any tax for which Subscriber is responsible hereunder is paid by LEGACYSHIELD, Subscriber will promptly reimburse LEGACYSHIELD upon Subscriber’s receipt of proof of payment by LEGACYSHIELD unless Subscriber provides LEGACYSHIELD with a valid tax exemption certificate authorized by the appropriate taxing authority, which must be submitted by Subscriber at the time an Order Form is submitted.
5. Proprietary Rights; Confidentiality.
5.1. Ownership of Subscriber Data. As between LEGACYSHIELD and Subscriber, all title and intellectual property rights in and to Subscriber Data are owned exclusively by Subscriber. Subscriber acknowledges and agrees that, in connection with the Services offered, LEGACYSHIELD makes backup copies of Subscriber Data in Subscriber’s Account and stores and maintains such Subscriber Data for a period of time consistent with the Term and otherwise in accordance with LEGACYSHIELD’s then-standard business practices.
5.2. LEGACYSHIELD Intellectual Property Rights. Subscriber agrees that all rights, title and interest in and to all intellectual property rights in the Services and all modifications, extensions, customizations, scripts or other derivative works of the Services provided or developed by LEGACYSHIELD are owned exclusively by LEGACYSHIELD or its third-party licensors. Except as provided in this Subscription Agreement, the rights granted to Subscriber do not convey any rights in the Services, the underlying technology, or otherwise, whether express or implied, or ownership in any intellectual property rights thereto. In addition, LEGACYSHIELD shall own, and have the right to incorporate into the Services, any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including its Recipients, relating to the operation of the Service. Any rights not expressly granted herein are reserved by LEGACYSHIELD. LEGACYSHIELD and any other service marks, logos and product and service names currently or hereafter adopted by LEGACYSHIELD are marks of LEGACYSHIELD (the "LegacyShield Marks"). Subscriber agrees not to display or use the LegacyShield Marks in any manner without LEGACYSHIELD’s express prior written permission. The trademarks, logos and service marks of third-party application providers, including without limitation AWS, LawDepot and LegalNature.com ("Marks"), are the property of such third parties. Subscriber is not permitted to use any Mark without the prior written consent of such third party which may own the Mark(s).
For purposes of this Subscription Agreement, “Third-Party Applications” means online Web-based applications or services and offline software products that are provided by third parties and interoperate with the Services, including but not limited to the hosting platform provided by AWS and legal document assembly software provided by LawDepot and LegalNature.com.
5.3 Confidential Information.
5.3.1 Subscriber agrees that the Services, all documentation, support materials and this Subscription Agreement, are the “Confidential Information” of LEGACYSHIELD. Subscriber shall use all reasonable measures to protect the confidentiality of the Services and the materials, documentation, and information contained in the Services, including, without limitation, only allowing access to the Services and Subscriber’s Account through use of Subscriber’s password by Subscriber and/or by confirmation of a triggering event from one Notifier and at least two Authenticators. Subscriber must immediately notify LEGACYSHIELD of any unauthorized access or use of the Services or the Account and/or any misappropriation of Subscriber’s password for his/her Account. Such notification must be directed to support@LegacyShield.com, and LEGACYSHIELD is not deemed to have received such notice until confirmation is delivered to Subscriber. If Subscriber wishes to change his/her Recipient, Subscriber should change the Recipient contact information provided by Subscriber.
5.3.2 LEGACYSHIELD agrees that Subscriber Data is and remains Subscriber’s confidential information, subject to the terms of 5.3.3.
5.3.4 Each party agrees (a) to keep confidential all Confidential Information of the other party; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Subscription Agreement or as directed by Subscriber; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons (including Recipients per Subscriber’s instruction) only on a “need-to-know” basis, including but not limited to AWS, LawDepot, LegalNature.com and/or any then-current provider of Third-Party Services, but then only as necessary to enable Third-Party Service providers to perform their respective obligations as prescribed herein. LEGACYSHIELD may disclose Confidential Information on a need-to-know basis to its contractors and service providers, including but not limited to AWS, LawDepot, LegalNature.com and/or any then-current provider of Third-Party Services, who have executed written agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services in connection with the delivery of the Services. Notwithstanding the foregoing, this section will not prohibit the disclosure of confidential information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation, provided that the party who receives such demand first provides the other party hereto prior written notice of the demanded disclosure, affording the other party the right to challenge or quash the disclosure sought at the sole expense of such other party.
5.3.5 Subscriber understands and agrees that, by entering into Subscriber’s Account the names and contact information for Subscriber’s Notifiers, Authenticators and Recipients, Subscriber is thereby authorizing LEGACYSHIELD to contact each Notifier, Authenticator and/or Recipient. Subscriber represents, warrants and covenants that Subscriber has advised each Notifier, Authenticator and Recipient of Subscriber’s purchase of the Subscription and Services and that each Notifier, Authenticator and Recipient has expressly consented to serve in Subscriber’s designated role and has further expressly consented to (i) Subscriber’s provision to LEGACYSHIELD of their contact information and (ii) LEGACYSHIELD contacting each person in connection with their respective roles as designated by Subscriber. Subscriber understands and accepts that LEGACYSHIELD executes on these instructions without independent verification of the names and contact information for each Recipient entered into Subscriber’s Account by Subscriber. Further, LEGACYSHIELD is authorized by Subscriber to rely upon any person (i) entering the Site and Account using Subscriber’s password and credentials and/or (ii) accepting the link to Subscriber’s Account once LEGACYSHIELD has confirmed the occurrence of a triggering event by obtaining validation from at least two of Subscriber’s Authenticators until Subscriber has notified LEGACYSHIELD of any misappropriate use of Subscriber’s password, Account and/or security questions/answers, as provided in Section 5.3.1 above.
6. Terms of Service. Subscriber agrees to the following terms of service.
6.1. Subscriber Must Have Internet Access. An internet connection is required for proper transmission of, access to and use of the Services. Subscriber is responsible for procuring and maintaining the network connections that connect Subscriber network to AWS’s or the then-current web hosting provider’s (“Alternate Host”) platform, the Services and the Account, including, but not limited to, "browser" software that supports protocols used by LEGACYSHIELD and AWS or Alternate Host, including Secure Socket Layer (SSL) protocol or other protocols accepted by LEGACYSHIELD and AWS or Alternate Host, and to follow log-on procedures for services that support such protocols. Neither LEGACYSHIELD nor AWS nor Alternate Host is responsible for notifying Subscriber of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the internet) that are not owned or operated by LEGACYSHIELD or AWS or Alternate Host. Neither LEGACYSHIELD nor AWS nor Alternate Host assumes any responsibility for the reliability or performance of any connections as described in this section.
6.3. Email and Notices. Subscriber shall confirm Subscriber’s and his/her Notifiers’, Authenticators’ and Recipients’ email addresses for communication and notice purposes relating to this Subscription Agreement and the Services, and, as to the Notifiers, Authenticators and Recipients, Subscriber shall indicate the extent to which such Notifiers, Authenticators and Recipients should receive email notices. If the Notifiers, Authenticators and/or Recipients are located in California, Subscriber covenants that his/her Notifiers, Authenticators and/or Recipients have opted in and consented to receive such notices, intending LEGACYSHIELD to rely upon such covenant. Subscriber agrees, on his/her own behalf and on behalf of his/her Notifiers, Authenticators and Recipients, to accept emails from LEGACYSHIELD at his/her and the Notifiers’, Authenticators’ and Recipients’ designated email addresses. LEGACYSHIELD may provide any and all notices, statements, and other communications to Subscriber and/or each Notifier, Authenticator and Recipient through either e-mail, posting on the Site (or other electronic transmission) or, for Subscriber only (and not the Recipients, Notifiers or Authenticators), by mail or express delivery service. Subscriber expressly directs and authorizes LEGACYSHIELD to rely and act on all information and instructions provided to LEGACYSHIELD from Subscriber from Subscriber’s specified e-mail address and/or Account. Further, Subscriber expressly directs and authorizes LEGACYSHIELD to rely and act on information received and/or confirmed by Subscriber’s Notifiers and Authenticators regarding the occurrence of a triggering event and to then contact the Recipient and permit the Recipient to access, copy, transmit, print and/or download Subscriber Data from Subscriber’s Account upon the triggering event confirmed by a Notifier and at least two of Subscriber’s Authenticators.
6.4. Subscriber’s Password, Access and Notification. When Subscriber establishes his/her Account, Subscriber shall create a password and establish other verifying credentials as required by the Services. Subscriber shall designate the Recipient(s) who should receive a link to access Subscriber’s data inside a Recipient account upon a triggering event, which may include without limitation, Subscriber’s death or incapacity. Subscriber is solely responsible for the accuracy and completeness of Subscriber’s instruction and contact information for Subscriber’s Notifiers, Authenticators and Recipients and for Subscriber-entered security questions and answers. Subscriber may change his or her Recipients’, Notifiers’, and Authenticators’ contact information on the Account portal. SUBCRIBER HEREBY ACKNOWELDGES AND CONFIRMS THAT LEGACYSHIELD WILL NOT INDEPENDENTLY VERIFY AN AUTHENTICATOR’S, NOTIFIER’S AND/OR RECIPIENT’S CREDENTIALS, NOR SHALL LEGACYSHIELD INDEPENDENTLY VERIFY, DIRECT, QUESTION, COUNSEL OR INSTRUCT AS TO SECURITY QUESTIONS AND/OR ANSWERS. LEGACYSHIELD RELIES SOLELY UPON SUCH INFORMATION AND INSTRUCTIONS AS ENTERED INTO THE ACCOUNT BY SUBSCRIBER. SUBSCRIBER ASSUMES FULL RESPONSIBILITY FOR THE PROTECTION OF HIS/HER PASSWORD, ACCOUNT INFORMATION, AND/OR SECURITY QUESTIONS AND ANSWERS; HIS/HER SELECTION OF NOTIFIERS, AUTHENTICATORS, AND RECIPIENTS; AND THE CONTACT INFORMATION FOR ALL OF THE FOREGOING. LEGACYSHIELD ASSUMES NO LIABILIITY FOR ANY THIRD PARTY’S USE OF SUBSCRIBER’S PASSWORD, CREDENTIALS AND/OR SECURITY QUESTIONS AND ANSWERS TO ACCESS SUBSCRIBER’S ACCOUNT AND/OR SUBSCRIBER’S DATA. SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR THE CONFIDENTIALITY AND USE OF SUBSCRIBER’S PASSWORDS, LOGINS, AND/OR SECURITY QUESTIONS AND ANSWERS, AND SUBSCRIBER, ON BEHALF OF HIM/HERSELF AND HIS/HER HEIRS, LEGAL REPRESENATIVES AND ASSIGNS, HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST LEGACYSHIELD IF SUBSCRIBER SHARES HIS/HER PASSWORD, LOGIN, AND/OR SECURITY QUESTIONS AND ANSWERS WITH THIRD PARTIES INTENTIONALLY OR IN ERROR. LEGACYSHIELD may rely and act upon any correspondence it receives under Subscriber’s passwords and/or security questions answers and/or confirmation of a triggering event by a Notifier and at least two of Subscriber’s Authenticators as being from and authorized by Subscriber and/or the subject Notifier, Authenticator, and/or Recipient without any obligation on the part of LEGACYSHIELD to confirm such communication and/or instruction except as expressly stated herein. Subscriber shall promptly notify LEGACYSHIELD of any loss or theft or unauthorized use of any of Subscriber’s password, name, login information, and/or security questions and answers. Only upon receipt of such notice or upon specific instruction from Subscriber will LEGACYSHIELD deactivate a password, login and/or security questions and answers previously assigned by Subscriber for his/her Account.
6.5. NO STORAGE OF PERSONAL, HEALTH OR FINANCIAL INFORMATION. LEGACYSHIELD, AWS, LAWDEPOT AND LEGALNATURE.COM ENDEAVOR TO MAINTAIN A SAFE AND SECURE ENVIRONMENT THROUGH WHICH THE SERVICES ARE PROVIDED AND SUBSCRIBER’S ACCOUNT AND SUBSCRIBER’S DATA ARE MAINTAINED. HOWEVER, NO INTERNET SITE IS GUARANTEED TO BE IMMUNE TO AN UNAUTHORIZED ATTACK. LEGACYSHIELD STRONGLY RECOMMENDS THAT SUBSCRIBER DOES NOT UPLOAD INTO SUBSCRIBER’S ACCOUNT ANY PERSONAL FINANCIAL OR HEALTH INFORMATION OR OTHER SUCH INFORMATION PROTECTED BY FEDERAL, STATE, LOCAL OR OTHER JURISDICTIONS’ LAWS REGARDING THE PROTECTION OF PRIVATE, PERSONAL, FINANCIAL AND/OR HEALTH INFORMATION. INSTEAD, WE RECOMMEND THAT YOU ONLY PROVIDE INFORMATION AS TO WHERE SUCH INFORMATION CAN BE LOCATED AT A SECURE BRICK-AND-MORTAR LOCATION. IF SUBSCRIBER CHOOSES TO NEVERTHELESS UPLOAD PERSONAL FINANCIAL AND/OR HEALTH INFORMATION, TO THE FULLEST EXTENT PERMITTED BY LAW, SUBSCRIBER ON BEHALF OF HIM/HERSELF AND ALL RECIPIENTS, HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS RELEASES LEGACYSHIELD FROM ANY LIABILITY FOR UNAUTHORIZED ACCESS TO SUCH INFORMATION, AND SUBSCRIBER, ON BEHALF OF HIM/HERSELF AND ON BEHALF OF HIS/HER ESTATE, RECIPIENTS, HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS, WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LEGACYSHIELD, AWS, LAWDEPOT AND LEGALNATURE.COM AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR ANY IMPROPER ACCESS TO SUCH INFORMATION, REGARDLESS OF WHETHER SUCH RELEASE WAS CAUSED BY SUBSCRIBER, AN UNAUTHORIZED OR AUTHORIZED USER, OR IMPROPER ACCESS TO THE SERVICES AND/OR THE ACCOUNT. Subscriber shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Subscriber represents that neither he/she nor any of his/her Recipients is named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Subscriber shall not access or use the Services in violation of any U.S. export embargo, prohibition or restriction; and (iii) Subscriber shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which his/her Notifiers, Authenticators and Recipients are located. Subscriber agrees not to access the Services by any means other than through the interfaces that are provided by LEGACYSHIELD, AWS, LawDepot and LegalNature.com. Subscriber shall not do any "mirroring" or "framing" of any part of the Services or create Internet links to the Services which include log-in information, user names, passwords, and/or secure cookies. Subscriber shall ensure that all access and use of the Services by Subscriber and anyone accessing the Account with Subscriber’s password or by properly answering Subscriber’s security questions is in accordance with the terms and conditions of this Subscription Agreement. Any action or breach by any person with whom Subscriber shares his/her password or Account information or to whom Subscriber provides his/her security questions/answers shall be deemed an action or breach by Subscriber, and Subscriber waives all of those defenses that Subscriber may have as to why Subscriber should not be liable for Subscriber’s or such third party’s acts, omissions and noncompliance with this Subscription Agreement.
6.6. Storage of Data. Subscriber expressly consents to LEGACYSHIELD’s, AWS’s LawDepot’s, and LegalNature.com’s storage of Subscriber Data, and Subscriber acknowledges and understands that Subscriber’s use of the Services will involve transmission over the Internet and over various networks, only part of which may be owned and/or operated by LEGACYSHIELD. Subscriber further acknowledges and understands that Subscriber Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Neither LEGACYSHIELD, AWS, LawDepot nor LegalNature.com is responsible for any Subscriber Data that may be delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by LEGACYSHIELD, AWS, LawDepot or LegalNature.com, including, but not limited to, the Internet.
6.8 Links to Third-Party Sites. This Site and applications may contain links to websites controlled by parties other than LEGACYSHIELD ("Third-Party Site”). LEGACYSHIELD is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third-Party Site, any website accessed from a Third-Party Site or any changes or updates to such sites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls, will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that LEGACYSHIELD is not responsible or liable for (a) the availability or accuracy of third-party websites or (b) the content, advertising, or products on or available from third-party websites. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as-is” and “as-available” basis without any warranty for any purpose.
6.9. LEGACYSHIELD’s Support. As part of the Subscription, LEGACYSHIELD will provide Subscriber with support through the Subscription portal and by telephone and email during normal business hours, Monday through Friday, except on national holidays. The support line is not intended to be a training tool, and Subscriber covenants not to use the support portal and phone line for this purpose. The support number and email will be posted on the Site and may be changed by LEGACYSHIELD by posting notice of the new support contact information on the Site home page and on the Account login page.
6.11. Security. Please see Third-Party Service providers’ policies and procedures regarding security. Please see AWS’s, LawDepot’s, LegalNature.com’s and any then-current Third-Party Service provider’s policies regarding the security of their respective platforms and services. LEGACYSHIELD uses appropriate security measures to safeguard your information, such as an encrypted database and file structure to address security for data at rest. The Site was developed with user accounts that have user IDs and passwords to protect the accounts. The password must contain a minimum of 8 characters: at least one (1) letter of the alphabet, one (1) number. We have administrative accounts that control access to user accounts that are managed through a separate URL and are protected with user IDs and passwords. We have antivirus software running on the production servers to address any malware.
6.12. Modifications; Discontinuation of Service.
6. 12.1 To the Service. LEGACYSHIELD may make modifications to the Services or particular components of the Services from time to time and will use commercially reasonable efforts to notify Subscriber of any material modifications. LEGACYSHIELD reserves the right to discontinue offering the Services at the conclusion of Subscriber’s then-current Term for such Services. LEGACYSHIELD shall not be liable to Subscriber or to any third party, including without limitation any Notifier, Authenticator, insurer or Recipient, for any modification of the Services as described in this Section 6.10.
7. Suspension, Cancellation and Termination.
7.1. Termination of Enterprise Sponsored Subscription. If Subscriber has a free subscription as described in Section 2, and the Advisor or Enterprise that Sponsored the Subscriber’s free subscription is cancelled or terminated, and/or if the Advisor or Enterprise terminates its relationship with LEGACYSHIELD, then LEGACYSHIELD will provide Subscriber with notice by either sending an email to Subscriber’s designated notification email address or posting a notice on the Account login page. Subscriber shall then have thirty (30) days to purchase his/her paid Subscription. If Subscriber does not purchase such paid subscription within said thirty (30) day period, then Subscriber’s free Subscription will expire.
7.2. Expiration of Paid Account. For paid Subscriptions and/or additional Services purchased by Subscriber, if Subscriber fails to pay any amounts when due with respect to a Subscription, LEGACYSHIELD has the right to suspend Subscriber’s Subscription and all Services for the Account until payment is made in full by Subscriber. Subscriber shall have thirty (30) days to reactivate their account without a re-activation fee. After the initial thirty (30) days from the renewal date of the account, the Subscriber shall pay the current subscription price, in addition to the current reactivation fee. Subscriber agrees that LEGACYSHIELD shall not be liable to Subscriber, any Notifier, Authenticator, Recipient or other third party for any suspension of the Services and the Subscription pursuant to this Section 7.
7.3. Cancellation of Account. Subscriber may cancel their subscription at any time. The Subscriber may request to have their subscription cancelled immediately or at the end of their term. Once the cancellation is effective, the Subscriber shall not have access to their subscription. Subscriber agrees that LEGACYSHIELD shall not be liable to Subscriber, any Notifier, Authenticator, Recipient or other third party for any suspension of the Services and the Subscription pursuant to this Section 7. When a Subscriber requests to cancel account, the Subscriber’s data will remain in stored in the LEGACYSHIELD database. Subscriber may re-active their account and will have access to all saved data.
7.4. Termination of Account. Subscriber may request their subscription be terminated at any time. The Subscriber may request to have account terminated immediately or at the end of their term. When a Subscriber requests to terminate their subscription, the Subscriber’s data shall be permanently deleted from the LEGACYSHIELD database and LEGACYSHIELD shall have no means to retrieve data. Subscriber may create a new subscription in the future, however, the new subscription will not have any data from their original subscription. Once the termination is effective, the Subscriber shall not have access to their subscription. Subscriber agrees that LEGACYSHIELD shall not be liable to Subscriber, any Notifier, Authenticator, Recipient or other third party for any suspension of the Services and the Subscription pursuant to this Section 7.
7.3. Suspension for Ongoing Harm. Subscriber agrees that LEGACYSHIELD may, with reasonably contemporaneous telephonic or electronic notice to Subscriber, suspend access to the Services and the Account if LEGACYSHIELD reasonably concludes that Subscriber, or anyone using the Services with Subscriber’s credentials, is using the Services to engage in denial of service attacks, spamming, or illegal activity and/or if use by Subscriber of the Services is causing immediate, material and ongoing harm to LEGACYSHIELD or others. Subscriber agrees that LEGACYSHIELD shall not be liable to Subscriber, any Recipients or to any third party for any suspension of Subscriber’s Subscription and access to the Services and the Account under such circumstances as described in this Section 7.3.
7.4. Termination for Cause. In the event of any material breach of this Subscription Agreement by one Party, the non-breaching Party may terminate this Subscription Agreement by giving five (5) days’ written notice thereof—provided, however, that any such termination shall not be effective if the Party in breach has cured the breach of which it has been notified prior to the expiration of such five (5) days. The right to terminate this Subscription Agreement, except where otherwise expressly stated in this Subscription Agreement, shall not be the exclusive remedy hereunder and shall be in addition to and not in lieu of other relief provided herein, at law and in equity. However, this provision shall not supersede the limitations of liability contained in this Subscription Agreement.
7.5 Effect of Cancellation, Termination or Expiration. Upon termination, cancellation or expiration of this Subscription, Subscriber shall have no further rights to continue to access and/or use the Services and the Account. If this Subscription Agreement is terminated by Subscriber for any reason other than a termination expressly permitted by this Subscription Agreement, then LEGACYSHIELD shall be entitled to all the fees due under this Subscription Agreement for the entire Term. If this Subscription Agreement is terminated because of LEGACYSHIELD’s breach of this Subscription Agreement, then Subscriber shall be entitled to a refund of the pro rata portion of any Subscription Fees paid by Subscriber to LEGACYSHIELD under this Subscription Agreement for the terminated portion of the Term.
7.6. Handling of Subscriber Data Upon Expiration. Subscriber agrees that, following expiration of Subscriber’s Subscription for any reason, LEGACYSHIELD shall deactivate Subscriber’s Account and password, LEGACYSHIELD reserves the right to delete Subscriber Data from LEGACYSHIELD’s “live” site. For the first thirty (30) days after deactivation and upon Subscriber’s request, LEGACYSHIELD will grant Subscriber limited access to the Services for the sole purpose of permitting Subscriber to retrieve Subscriber Data, if Subscriber has paid in full all amounts owed to LEGACYSHIELD under the Subscription Agreement. Subscriber may re-activate their account within the first thirty days by paying the current subscription price on the site. After the initial thirty days, Subscriber may reactivate the account by paying a reactivation fee as well as the current subscription price on the site. Subscriber further agrees that LEGACYSHIELD shall not be liable to Subscriber or to any third party, including without limitation any Recipients, for any termination of Subscriber’s Subscription, access to the Account and/or or deletion of Subscriber Data, if LEGACYSHIELD is in compliance with the terms of this Section 7.
7.6. Handling of Subscriber Data Upon Cancellation. Subscriber agrees that, following cancellation of Subscriber’s Subscription for any reason, LEGACYSHIELD shall deactivate Subscriber’s Account and password, LEGACYSHIELD reserves the right to delete Subscriber Data from LEGACYSHIELD’s “live” site. Subscriber may re-activate their account within the first thirty days by paying the current subscription price on the site. After the initial thirty days, Subscriber may reactivate the account by paying a reactivation fee as well as the current subscription price on the site. Subscriber further agrees that LEGACYSHIELD shall not be liable to Subscriber or to any third party, including without limitation any Recipients, for any termination of Subscriber’s Subscription, access to the Account and/or or deletion of Subscriber Data, provided that LEGACYSHIELD is in compliance with the terms of this Section 7.
7.6. Handling of Subscriber Data Upon Termination. Subscriber agrees that, following termination of Subscriber’s Subscription for any reason, LEGACYSHIELD shall deactivate Subscriber’s Account and password, LEGACYSHIELD and shall delete Subscriber’s Data from LEGACYSHIELD’s database. LEGACYSHIELD shall have no way to retrieve this data. Subscriber may purchase a new subscription to LEGACYSHIELD in the future, however, all data from previous account will not be retrieved. Subscriber further agrees that LEGACYSHIELD shall not be liable to Subscriber or to any third party, including without limitation any Recipients, for any termination of Subscriber’s Subscription, access to the Account and/or or deletion of Subscriber Data, provided that LEGACYSHIELD is in compliance with the terms of this Section 7.
8. Limited Warranties; Disclaimers.
8.1. LEGACYSHIELD warrants to Subscriber that LEGACYSHIELD has the right to provide the Services to Subscriber for use by Subscriber in accordance with the terms of this Subscription Agreement.
8.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SUBSCRIPTION AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SUBSCRIPTION AGREEMENT, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM COURSE OF DEALING OR USE OF TRADE. NO WARRANTY IS MADE THAT THE SERVICES AND/OR THE ACCOUNT OR THE USE THEREOF WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES’ FUNCTIONALITY WILL MEET SUBSCRIBERS’ REQUIREMENTS. IN ADDITION, THE SYSTEMS ENVIRONMENT THROUGH WHICH THE SERVICES AND THE ACCOUNT ARE ACCESSED AND USED IS PROVIDED BY SUBSCRIBER, AND ANY CHANGES TO SUBSCRIBER’S SYSTEM’S ENVIRONMENT WHICH CAUSE A MALFUNCTION OR OTHERWISE IMPACT THE SERVICES AND ACCESS TO THE ACCOUNT SHALL NOT GIVE RISE TO ANY CLAIM WHATSOEVER AGAINST LEGACYSHIELD AND ITS THIRD-PARTY PROVIDERS. IN ADDITION, THE OPERATION OF THE SERVICES AND THE ACCOUNT IS DEPENDENT UPON THE OPERATION OF THE INTERNET AND THE CONNECTIONS TO THE INTERNET. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT LEGACYSHIELD HAS NO CONTROL OVER INTERRUPTIONS IN SERVICE, DELAYS OR FAILURES WITH RESPECT TO THE OPERATION OF THE INTERNET OR CONNECTIONS TO THE INTERNET. LEGACYSHIELD DOES NOT REPRESENT THAT SUBSCRIBER’S USE OF THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LEGACYSHIELD EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT SUBSCRIBER’S USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. SUBSCRIBER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND THE USE THEREOF BY SUBSCRIBER AND/OR ITS RECIPIENTS ARE ACCURATE OR SUFFICIENT FOR SUBSCRIBER’S PURPOSES.
9. Limitations of Liability; Waivers.
9.1 Exclusion of Consequential Damages. SUBSCRIBER AGREES THAT THE CONSIDERATION THAT LEGACYSHIELD IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY LEGACYSHIELD OF THE RISK OF SUBSCRIBER’S AND/OR HIS/HER RECIPIENTS’ INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LEGACYSHIELD OR ITS THIRD-PARTY PROVIDERS AND THEIR AFFILIATES AND THEIR OFFICERS, DIRECTORS MEMBERS, MANAGERS, SHAREHOLDERS AND EMPLOYEES BE LIABLE TO SUBSCRIBER; ANY NOTIFIER, AUTHENTICATOR, INSURER, RECIPIENT; OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME AND/OR ASSETS, LOSS OF SUBSCRIBER DATA OR PERSONAL FINANCIAL AND/OR HEALTH INFORMATION, EMOTIONAL DISTRESS, LOSS OF CONSORTIUM, OR LOSS OF REPUTATION, ARISING OUT OF THE SERVICES, THE ACCOUNT, AND/OR THE SUBSCRIBER DATA STORED IN THE ACCOUNT AND/OR ACCESSED BY RECIPIENT IN ACCORDANCE WITH THE INFORMATION AND DIRECTION PROVIDED AND ENTERED BY SUBSCRIBER INTO THE SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICE AND ACCESS THE ACCOUNT, EVEN IF LEGACYSHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT AS EXPRESSLY STATED IN THIS SUBSCRIPTION AGREEMENT, IN NO EVENT SHALL LEGACYSHIELD HAVE ANY LIABILITY WITH RESPECT TO ANY CLAIMS, WHETHER ASSERTED BY A SUBSCRIBER, NOTIFIER, AUTHENTICATOR, RECIPIENT, AN INSURER OR ANY OTHER THIRD PARTY. THE AGGREGATE LIABILITY OF LEGACYSHIELD AND ITS THIRD-PARTY PROVIDERS UNDER THIS SUBSCRIPTION AGREEMENT OR WITH RESPECT TO THE SERVICES (IRRESPECTIVE OF THE BASIS OF SUCH CLAIM AND INCLUDING, WITHOUT LIMITATION, TORT CLAIMS) SHALL BE LIMITED TO THE SUBSCRIPTION FEES PAID BY SUBSCRIBER FOR THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEIDING SUCH CLAIM BEING MADE.
9.2 Allocation of Risk. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES’ AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH LEGACYSHIELD’S OBLIGATIONS UNDER THIS SUBSCRIPTION AGREEMENT. THE FEES PAYABLE TO LEGACYSHIELD BY SUBSCRIBER HEREUNDER REFLECT, AND ARE SET IN RELIANCE UPON, THE ALLOCATION OF RISK SET FORTH HEREIN AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WERE LEGACYSHIELD TO ASSUME GREATER RISK AND LIABLITY, SUBSCRIBER UNDERSTANDS THAT THE SUBSCRIPTION FEES CHARGED HEREUNDER WOULD BE SIGNIFICANTLY HIGHER.
9.3. Limitations on Liability. Except with regard to amounts due under this Subscription Agreement, and a Subscriber’s breach of Section 5, the maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any Subscription, use or other employment of the Services, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of twelve (12) months of Subscription Fees paid by Subscriber preceding the claim. Notwithstanding the previous sentence, neither party shall be liable to the other party to the extent such liability would not have occurred but for the other party’s (or a Recipient’s, in the case of Subscriber) failure to comply with the terms of this Subscription Agreement. The essential purpose of this provision is to limit the potential liability of the parties arising from this Subscription Agreement.
9.4. Exceptions. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 10 BELOW. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Subscriber.
10. Infringement; Indemnification.
10.1.1. If the applications or any component of the Services become, or in LEGACYSHIELD’s opinion are likely to become, the subject of any third-party claim or action for infringement, then LEGACYSHIELD, at its expense and at its sole option, may either (a) procure for Subscriber the right to continue using the Services; (b) modify the Services to render it non-infringing; or (c) replace the Services with suitable, functionally equivalent, non-infringing services. If none of the foregoing are commercially practicable, in LEGACYSHIELD’s sole judgment, then LEGACYSHIELD shall have the option to terminate the Subscription to the Services and this Subscription Agreement, and Subscriber shall be entitled to a pro-rata refund of the Subscription Fees paid to LEGACYSHIELD for the Subscription after the date of termination of this Subscription Agreement. The rights and remedies granted Subscriber under this Section 10.1 state LEGACYSHIELD’s entire liability, and Subscriber's exclusive remedy, with respect to any claim of the Service’s infringement of the intellectual property rights of a third party.
10.1.2. Notwithstanding Section 10.1.1, LEGACYSHIELD will not have any obligations under Section 10.1.1 to the extent arising from (a) use of the Services in violation of this Subscription Agreement or applicable law; (b) use of the Services after LEGACYSHIELD notifies Subscriber to discontinue use because of an infringement claim; (c) modifications to the Services not made by LEGACYSHIELD; or (d) use of the Services in combination with any software, application or service made or provided other than by LEGACYSHIELD.
10.2. Subscriber’s Indemnity. Subscriber shall, at his/her own expense, indemnify and hold harmless LEGACYSHIELD, AWS, LawDepot, LegalNature.com and any future provider of Third-Party Services from and against any and all claims, losses, damages, penalties, fines and fees arising from or relating to (i) Subscriber Data, including the content of such data, or claims that such data infringes the intellectual property or privacy rights or other rights or has caused harm to a third party (including without limitation a Recipient), or (ii) Subscriber’s breach of Sections 5 or 6.5 above, and Subscriber shall hold LEGACYSHIELD, AWS, LawDepot, LegalNature.com and any future provider of Third-Party Services harmless from and against liability for any losses and/or damages to the extent based upon such claims.
11. General Provisions.
11.1. No Assignment by Subscriber. Subscriber may not assign or transfer this Subscription Agreement or any Subscription granted hereunder nor sublicense the Subscription herein granted. Any assignment or transfer in violation of this Section is null and void. Except as provided herein with regard to AWS, LawDepot, LegalNature.com and any future provider of Third-Party Services, there are no third-party beneficiaries to this Subscription Agreement.
11.2. Binding Agreement. This Subscription Agreement shall be binding upon the parties hereto and, (i) in the case of LEGACYSHIELD, its successors and assigns and, (ii) in the case of Subscriber, his/her heirs, legal representatives, Recipients and assigns.
11.3. Governing Law. This Subscription Agreement and all claims arising out of or relating to this Subscription Agreement, the Services, and the Subscription, including, without limitation, tort claims, shall be governed by the laws of the State of Florida, without regard to conflict of law principles, except that all claims with respect to copyrights and patents shall be governed by United States federal laws. The Parties further agree that the state and federal courts of the State of Florida shall be the exclusive forum for all suits, actions or proceedings arising from or relating to this Subscription Agreement, to which exclusive jurisdiction both Parties hereto hereby agree to submit and waive any and all rights to claim inconvenient forum or immunity. BOTH PARTIES EXPRESSLY AGREE HEREBY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO WAIVE THE RIGHT TO A TRIAL BY JURY.
11.4. Modification, Amendment, Supplement and Waiver; Severability. No modification, course of conduct, amendment, supplement to or waiver of this Subscription Agreement or any provisions hereof shall be binding upon the Parties unless made in writing and accepted by LEGACYSHIELD in writing and by Subscriber by clicking acceptance when Subscriber next logs in to his/her account or as expressly provided otherwise in this Subscription Agreement. At no time shall any failure or delay by either Party in enforcing any provisions, exercising any option, or requiring performance of any provisions be construed to be a waiver of same. If any of the provisions of this Subscription Agreement are held invalid, illegal or unenforceable, the remaining provisions shall be enforceable.
11.5. Survival. The parties’ respective rights and obligations under Sections 1.5, 1.6, 3, 5, 6.4, 6.5, 6.6, 7, 8, 9, 10, and 11 shall survive the expiration and termination of this Subscription Agreement.
11.7. No Reliance or Other Confirming Terms. The parties expressly disclaim any reliance on any and all prior discussions, emails, and/or agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between the Parties. Under no circumstances will the terms of Subscriber’s insurance policies, or any statements regarding the Services, whether verbal or written, provided by Subscriber’s insurer, insurance agent and/or insurance broker in connection to this Subscription Agreement be deemed to modify, alter or expand the rights, duties or obligations of the Parties hereunder, or otherwise modify this Subscription Agreement, regardless of any failure of LEGACYSHIELD to object to such terms, provisions, or conditions.
11.8. This Subscription Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.
11.9. Subscriber shall compensate LEGACYSHIELD (including reimbursement of costs) for responding to any request from a third party for records relating to Subscriber’s and his/her Notifiers’, Authenticators’ and/ or a Recipients’ use of the Services. Such requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from Subscriber, his/her Notifiers, Authenticators or a Recipient permitting the disclosure.
11.10. Neither party shall be liable for any loss or delay (including failure to meet any service-level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, and criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event. Force majeure events do not excuse Subscriber’s payment obligations hereunder.
11.11. This Subscription Agreement will be executed by electronic transmission of a signature and shall be equally binding as an original copy of this Subscription Agreement executed in ink by both parties.
Last Updated: January 5, 2017