These Terms of Service ("Terms") are a binding agreement between you and MRSLM Group LLC, a Florida limited liability company ("Summafolio", "we", "us"). They govern your access to and use of the Summafolio website, web application and related services (together, the "Service").
PLEASE READ CAREFULLY. SECTION 5 EXPLAINS THAT YOU, THE FIDUCIARY, ARE SOLELY RESPONSIBLE FOR EVERY ACCOUNTING. SECTIONS 20–23 LIMIT OUR LIABILITY AND YOUR REMEDIES, SECTION 24 REQUIRES YOU TO INDEMNIFY US, AND SECTION 27 CONTAINS A JURY-TRIAL WAIVER AND A CLASS-ACTION WAIVER. THERE IS NO ARBITRATION CLAUSE.
1. Acceptance
You accept these Terms by checking the "I agree" box when you create your account or workspace, or by using the Service. We record the version of the Terms you accepted, the date and time, your IP address and your browser. If you accept for an organization, such as a law firm, you confirm you have authority to bind it, and "you" means that organization. If you do not agree, do not use the Service.
2. What the Service is
Summafolio is software that reads financial statements you upload, helps you categorize transactions, applies accounting rules you can review and change, reconciles the results and produces draft fiduciary accountings and related documents (together, "Output") in formats modeled on the structures used in various states. We may add, change, limit or remove any feature at any time. Descriptions on our website, including the Security page and the States page, describe our current practices and the sources we followed. They are not warranties unless a signed agreement says otherwise.
3. Eligibility
You must be at least 18 years old and able to form a binding contract. The Service is intended for fiduciaries (such as trustees, personal representatives, executors, administrators, conservators and agents under a power of attorney) and the professionals who assist them. You may use the Service only for matters you are authorized to handle, or with the authorization of the fiduciary. You may not use the Service if you are barred from doing so under applicable law (see section 28).
4. No legal, tax or investment advice; no professional relationship
Summafolio is not a law firm, accounting firm, bank, trust company or fiduciary, and does not provide legal, tax, accounting or investment advice. Using the Service does not create an attorney-client, accountant-client, fiduciary or other professional relationship between you and us. Our guides, format descriptions, citations, allocation defaults, fee calculations, flags and other content are general information. They may not reflect the current law in your jurisdiction, the terms of your governing instrument, the orders in your matter or the local rules of your court. You should consult a licensed attorney or tax professional about your specific situation.
5. You are the fiduciary, and you are responsible
You acknowledge and agree that:
- the fiduciary signs, verifies and is solely responsible for every accounting and other document prepared with the Service, including its accuracy, completeness and compliance with the governing instrument, statutes, court rules and orders;
- you are responsible for reviewing every transaction, category, allocation, valuation, carry value, gain, loss, fee calculation and schedule before you sign, file, deliver or rely on any Output;
- Output is a draft prepared from the information you provide. It is only as accurate as the statements, values and decisions you supply, and reconciliation to statements does not prove that the statements, values or categories are correct;
- we do not file anything with any court, agency or person, and we do not send Output to beneficiaries or anyone else. You decide whether, when and how to use it; and
- a format being "modeled on" or "formatted to the structure of" a statute, rule or form does not mean any court has approved it or will accept it. Some courts require their own official forms or local formats, and you are responsible for using them.
6. Prohibited matters: minors
You may not use the Service for a guardianship or conservatorship of a minor, or for any matter in which a beneficiary or other interested person whose share is accounted for is a minor. You must truthfully complete the attestation we require. We may block, suspend or delete any matter that appears to involve a minor.
7. Your content and responsibilities
"Customer Content" means the statements, files, data and other materials you upload or enter, and the Output generated from them. As between you and us, you keep all rights in Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, analyze and store Customer Content only as needed to provide, secure and support the Service. We do not sell Customer Content, and we do not use it to train machine-learning or artificial-intelligence models.
You represent that you have all rights, authority and consents needed to upload Customer Content and to have us process it, including any personal information of beneficiaries and other people it contains, and that doing so will not violate any law, court order, confidentiality obligation or anyone's rights.
Retention and backups. Customer Content is deleted automatically after your retention period, as described in our Privacy Policy and Security and Data Handling policy. The Service is not a records-retention or backup service. You are responsible for downloading and keeping copies of your Output and records for as long as the law, your instrument or your court requires.
8. Automated processing and AI
The Service uses automated rules and may use artificial-intelligence tools to read statements and suggest categories. Automated and AI output can be inaccurate or incomplete and can look correct when it is not. Suggestions are not decisions; you make every decision. If we use a third-party AI provider to process Customer Content, we will name it in our Privacy Policy, and it will be bound not to retain Customer Content beyond processing or use it for training.
9. No guarantee of detection
Reconciliation checks, flags for unusual transactions and other warnings help you find problems. We do not guarantee that the Service will detect every error, omission, irregularity, breach of duty or misstatement, or that any flag or classification is correct. The absence of a flag does not mean a transaction is proper.
10. Acceptable use
You must follow our Acceptable Use Policy, which is part of these Terms.
11. Third-party services
The Service relies on third-party services such as hosting, payment processing and, where named in our Privacy Policy, AI providers. We are not responsible for their availability, content, security, fees or terms.
12. Fees and payment
Pricing. Fees are charged per accounting as described on our Pricing page or in an order form, and are payable when you export the final accounting or as otherwise stated at checkout. Fees are in US dollars and exclude taxes. You are responsible for all taxes except taxes on our net income. You authorize us and our payment processor to charge your payment method for fees when due.
Price changes. We may change prices, plans and limits at any time. New prices apply to accountings started after the change is posted. We will not change the price of an accounting you have already started.
13. Refunds
Because you pay only after reviewing the accounting, fees for exported accountings are non-refundable, except where a refund is required by law or described in section 19.
14. Chargebacks
If you think a charge is wrong, contact us at hello@summafolio.com first, and we will work with you in good faith. If you file a chargeback or payment dispute for a charge that was properly made under these Terms:
- we may suspend or close your account while the dispute is open;
- we may provide transaction records, including your acceptance of these Terms, to the payment processor; and
- you remain responsible for the undisputed fees.
15. Our intellectual property and feedback
We and our licensors own the Service, including the engine, software, website, documentation and brand. You receive only the limited right to use the Service under these Terms. All other rights are reserved. If you send us feedback or ideas, we may use them without restriction or obligation to you. We will not publicly name you as a customer without your permission.
16. Copyright and IP complaints
We respect intellectual-property rights. If you believe material on the Service or this website infringes your copyright, send a notice to our designated agent at legal@summafolio.com (subject "Copyright notice") or by mail to the address in section 32. Under 17 U.S.C. § 512(c)(3), the notice must include:
- your physical or electronic signature;
- identification of the copyrighted work;
- identification of the allegedly infringing material and where it is located;
- your contact information;
- a statement that you have a good-faith belief the use is not authorized; and
- a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act for the owner.
If we remove material you submitted, you may send a counter-notice containing the information required by 17 U.S.C. § 512(g)(3). We may terminate repeat infringers. Send other IP complaints, such as trademark complaints, to the same address.
17. Accuracy of our materials
We work to keep our guides, citations and format descriptions accurate, but laws, rules and forms change. If you believe something on our website is wrong, tell us at legal@summafolio.com.
18. Security, retention and response targets
We use reasonable technical and organizational measures to protect Customer Content, as described on our Security page. Response times, retention periods and similar timeframes we describe are operational targets, not contractual guarantees, except where applicable law makes them obligations. This section does not reduce any obligation that applicable law imposes on us.
19. Refusal, suspension and termination
You may stop using the Service at any time. We may refuse, suspend or terminate service to anyone, in whole or in part, at any time and for any lawful reason, with or without notice. Examples include breach of these Terms, suspected use for a prohibited matter, non-payment, security or legal risk and discontinuing the Service. We will not do so for a reason the law prohibits.
If we terminate for convenience, and not because of your breach, non-payment or a legal or security risk, we will refund fees you prepaid for accountings you have not yet exported, and we will give you a reasonable opportunity to download your Output. On termination your right to use the Service ends, unpaid fees become due, and we may delete Customer Content as described in the Privacy Policy. Sections that by their nature should survive termination will survive, including sections 4–9, 13, 14, 16 and 20–32.
20. Disclaimer of warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT, REPORTS, CALCULATIONS AND OTHER CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT OUTPUT WILL BE ACCURATE OR ACCEPTED BY ANY COURT, OR THAT THE SERVICE WILL DETECT ANY PARTICULAR ISSUE.
21. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THIS INCLUDES LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS; LOSS, CORRUPTION OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION; AND THE COST OF SUBSTITUTE SERVICES. THIS EXCLUSION APPLIES EVEN IF THE PARTY WAS ADVISED THESE DAMAGES WERE POSSIBLE.
(B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (1) THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (2) US$50.
These limits apply to every theory of liability, including contract, tort (including negligence), strict liability and statute. They apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is reflected in our prices. They do not apply to your payment obligations, your indemnity obligations, your breach of the Acceptable Use Policy, or liability that cannot be limited by law, such as liability for fraud, gross negligence or willful misconduct.
22. Exclusive remedy
To the fullest extent permitted by law, if you are dissatisfied with the Service or with these Terms, your sole and exclusive remedy is to stop using the Service. If we breach these Terms, your remedies are limited to those stated in sections 19 and 21.
23. Allocation of risk
You acknowledge that we offer the Service at its current prices in reliance on sections 20–22, and that those sections are an essential part of the agreement between us.
24. Indemnity
To the fullest extent permitted by law, you will defend, indemnify and hold harmless MRSLM Group LLC and its members, managers, officers, employees, contractors and agents from and against any third-party claim, demand, investigation or proceeding, and any resulting loss, liability, damage, fine, settlement, cost or expense (including reasonable attorneys' fees), arising out of or relating to:
- (a) Customer Content, including any claim that your upload or processing of it violated anyone's rights or privacy;
- (b) any accounting or other Output that you sign, file, deliver or rely on, and any claim by a beneficiary, court, creditor or other person relating to your administration of a trust, estate or other matter;
- (c) your acts or omissions as a fiduciary or as a professional advising one;
- (d) your breach of these Terms or the Acceptable Use Policy; or
- (e) your violation of any law or of third-party terms.
We will notify you of the claim, give you reasonable cooperation at your expense, and let you control the defense. We may participate with our own counsel at our own expense. You may not settle a claim in a way that admits fault by us or imposes any obligation on us without our prior written consent.
25. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, internet, power or utility failures, failures of hosting or other service providers, and cyberattacks. This section does not excuse payment obligations.
26. Changes to these Terms
We may update these Terms. The version and "last updated" date at the top of this page identify the current version. If a change is material, we will make reasonable efforts to notify account holders before it takes effect, for example by email or in the Service, and we may ask you to accept the new version. Changes do not apply retroactively to disputes that arose before the change. Continuing to use the Service after the effective date means you accept the updated Terms. If you do not agree, stop using the Service.
27. Disputes
Informal resolution first. Before filing any claim, the party raising the dispute must send a written notice describing it and the relief sought: to us at legal@summafolio.com, or to you at your account email. Both parties will then try in good faith to resolve it for at least 30 days. Either party may still seek urgent injunctive relief to protect intellectual property, confidential information or the security of the Service.
Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Courts. If the dispute is not resolved informally, the state and federal courts located in the State of Florida have exclusive jurisdiction. Both parties consent to personal jurisdiction and venue there. Either party may instead bring an individual claim in a small-claims court that has jurisdiction.
JURY-TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
CLASS-ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE EACH AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If a court finds this class-action waiver unenforceable for a particular claim, the waiver is severed for that claim only, and the rest of these Terms, including the jury-trial waiver, remains in effect.
Attorneys' fees. In any lawsuit to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs.
Consumers. If you use the Service as a consumer, nothing in this section deprives you of the protection of mandatory laws of the place where you live, including any right to bring a claim in your local courts.
28. Export controls and sanctions
You will comply with all applicable export-control and sanctions laws, including those of the United States. You represent that:
- you are not located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions;
- you are not on any U.S. government restricted-party list, and you are not owned or controlled by anyone on such a list; and
- you will not use the Service for any prohibited end use.
29. Electronic communications
You consent to receive communications from us electronically, including by email to your account address and by notices in the Service. You agree that electronic agreements, notices, disclosures and records, including your clickwrap acceptance, satisfy any legal requirement that they be in writing or signed. Keep your account email address current. Notices we send to it are effective even if you do not read them.
30. Notices
Send legal notices to us at legal@summafolio.com, with a copy by mail to the address in section 32. Notices to us are effective when received.
31. General
Entire agreement. These Terms, together with the Acceptable Use Policy, the Privacy Policy, any order form and, if signed, any order form, are the entire agreement between you and us about the Service. They replace any earlier agreements, proposals or statements on that subject. Terms in your purchase orders or other documents do not apply.
Order of precedence. If these documents conflict, they take priority in this order:
- a signed order form or written agreement, but only for the specific terms it expressly changes;
- these Terms;
- the Acceptable Use Policy;
- the Privacy Policy and other policies we publish.
Other general terms:
- Severability: if any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms remains in effect.
- No waiver: failing to enforce a provision, or delaying enforcement, is not a waiver of it.
- Assignment: you may not assign or transfer these Terms without our prior written consent. We may assign them, in whole or in part, including in a merger, acquisition, reorganization or sale of assets. Any attempted assignment in violation of this section is void.
- Relationship: the parties are independent contractors. There are no third-party beneficiaries.
- Interpretation: headings are for convenience only, and "including" means "including without limitation". If a translation conflicts with this English version, the English version controls.
32. Contact
MRSLM Group LLC
7095 Hollywood Blvd Ste 484, Los Angeles, CA 90028, United States
Email: legal@summafolio.com