Hermitage Technologies, LLC
Effective Date: [DATE] · Last Updated: [DATE]
By accessing or using the Hermitage estate planning platform (“Platform”), you (“Subscriber”) agree to be bound by these Terms of Service and Subscriber Agreement (“Agreement”). If you are accepting on behalf of a firm or organization, you represent that you have authority to bind that entity. If you do not agree to these terms, do not use the Platform.
These terms constitute a binding legal agreement between you and Hermitage Technologies, LLC, a California limited liability company (“Hermitage,” “we,” “us,” or “our”).
2.1 Professional Use Only. The Platform is designed exclusively for use by licensed attorneys, CPAs, financial advisors, wealth strategists, trust officers, and other credentialed professionals (“Practitioners”) engaged in estate planning, tax planning, and related advisory services for their clients. The Platform is not intended for use by the general public or by clients directly without Practitioner supervision.
2.2 Subscriber Responsibility. By subscribing, you represent and warrant that:
2.3 Firm Accounts. For firm-level subscriptions, the designated administrator is responsible for managing user access, ensuring all users meet the eligibility requirements of Section 2.1, and ensuring compliance with this Agreement by all firm users.
3.1 Platform Features. Hermitage provides an integrated estate planning advice platform including estate analysis, cash flow projections, strategy scenario modeling, professional calculators, client education materials, and client portal access (collectively, “Services”).
3.2 Planning Estimates Only. All projections, calculations, analyses, scenarios, and outputs generated by the Platform (“Outputs”) are planning estimates based on user-entered assumptions and simplified modeling conventions. Outputs are intended to assist Practitioners in client education and planning conversations. They are not:
3.3 Assumptions and Limitations. Outputs depend entirely on the accuracy and completeness of the data entered by the Subscriber. Hermitage does not verify, audit, or independently confirm any data entered into the Platform. Projections involve assumptions about future tax rates, asset growth, interest rates, and other variables that are inherently uncertain and subject to change.
3.4 No Attorney-Client Relationship. Use of the Platform does not create an attorney-client relationship, accountant-client relationship, financial advisory relationship, or any other professional relationship between Hermitage and any Subscriber or end client.
4.1 Subscription Plans. Hermitage offers subscription plans as described on the Platform pricing page, including Solo Counselor, Small Firm, Growing Firm, and Enterprise tiers. Plan features and pricing are subject to change with notice.
4.2 Billing. Subscriptions are billed in advance on a monthly or annual basis, as selected at signup. Annual subscriptions are billed as a single payment for the full year.
4.3 Automatic Renewal. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. By subscribing, you authorize Hermitage to charge your payment method for each renewal period.
4.4 Cancellation. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods except as required by applicable law.
4.5 Price Changes. Hermitage may change subscription prices upon thirty (30) days’ notice. Continued use of the Platform after the price change takes effect constitutes acceptance of the new pricing.
4.6 Seat Definitions. Each subscription seat authorizes one named user. Seats may not be shared among multiple individuals. Firm subscriptions permit the number of seats specified in the applicable plan.
5.1 Permitted Uses. You may use the Platform to:
5.2 Prohibited Uses. You may not:
6.1 Subscriber Responsibility for Client Data. You are solely responsible for obtaining all necessary consents and authorizations from your clients before entering their personal and financial information into the Platform. You represent that you have a legitimate professional basis for processing each client’s data.
6.2 Data Security. Hermitage implements commercially reasonable technical and organizational measures to protect data stored on the Platform. However, no system is completely secure and Hermitage does not guarantee that client data will be free from unauthorized access, loss, or breach.
6.3 Confidentiality. Hermitage will not disclose your client data to third parties except as necessary to provide the Services, as required by law, or as described in the Privacy Policy.
6.4 Data Retention. Upon cancellation or termination of your subscription, your data will be retained for thirty (30) days during which you may export your data. After that period, data may be permanently deleted. Hermitage is not responsible for any data loss following termination.
6.5 AI Features. Certain Platform features, including AI business valuation estimates, utilize third-party artificial intelligence services. Client data submitted through these features may be processed by third-party AI providers subject to their terms of service and privacy policies. You are responsible for ensuring your use of AI features complies with your professional obligations and applicable law.
7.1 Platform Ownership. The Platform, including all software, algorithms, calculators, educational content, design, and other intellectual property, is owned by Hermitage Technologies, LLC and is protected by copyright, trade secret, and other applicable laws. Nothing in this Agreement transfers any ownership interest in the Platform to you.
7.2 Subscriber Data. You retain ownership of all client data and matter data you enter into the Platform. By entering data, you grant Hermitage a limited license to process and store that data solely to provide the Services.
7.3 Feedback. If you provide suggestions, feedback, or ideas regarding the Platform, you grant Hermitage a royalty-free, perpetual, irrevocable license to use that feedback without obligation to you.
7.4 Output Ownership. Reports, projections, and other Outputs generated from your client data belong to you subject to the limitations described in Section 3.
8.1 Disclaimer of Warranties. THE PLATFORM AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. HERMITAGE SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. HERMITAGE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES.
8.2 Planning Estimate Disclaimer. ALL OUTPUTS ARE PLANNING ESTIMATES BASED ON STATED ASSUMPTIONS. HERMITAGE MAKES NO REPRESENTATION THAT ANY OUTPUT REFLECTS ACTUAL TAX LIABILITY, ACTUAL ESTATE VALUE, OR ACTUAL PLANNING OUTCOMES. OUTPUTS SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY PLANNING DECISION WITHOUT INDEPENDENT PROFESSIONAL VERIFICATION.
8.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HERMITAGE’S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8.4 Exclusion of Consequential Damages. IN NO EVENT SHALL HERMITAGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF HERMITAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.5 Essential Basis. THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND HERMITAGE. HERMITAGE WOULD NOT PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS.
You agree to indemnify, defend, and hold harmless Hermitage Technologies, LLC and its members, managers, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
10.1 Term. This Agreement begins on the date you first access the Platform and continues until terminated.
10.2 Termination by Subscriber. You may terminate this Agreement at any time by cancelling your subscription and discontinuing use of the Platform.
10.3 Termination by Hermitage. Hermitage may suspend or terminate your access immediately and without notice if you:
10.4 Effect of Termination. Upon termination, your right to access the Platform ceases immediately. Sections 3.2, 3.4, 6, 7, 8, 9, and 11 survive termination.
11.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.
11.2 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in San Diego County, California, under the rules of the American Arbitration Association, except that either party may seek injunctive relief in court for intellectual property violations. Class action waiver: you waive any right to participate in a class action against Hermitage.
11.3 Entire Agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Hermitage regarding the Platform and supersedes all prior agreements.
11.4 Amendment. Hermitage may amend this Agreement upon thirty (30) days’ notice. Continued use of the Platform after the effective date of any amendment constitutes acceptance.
11.5 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.
11.6 Waiver. Failure to enforce any provision of this Agreement is not a waiver of the right to enforce it later.
11.7 Assignment. You may not assign this Agreement without Hermitage’s prior written consent. Hermitage may assign this Agreement in connection with a merger, acquisition, or sale of assets.
11.8 Notices. Legal notices to Hermitage should be sent to: Hermitage Technologies, LLC, [ADDRESS], Attn: Legal.
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and Subscriber Agreement.