Binding Terms of services
Dispute Resolution
EstateLegal.com Terms of Service
Preamble
This agreement (the “Agreement”) is entered into by and between EstateLegal.com, DBA Estate Legal Network, Estate Legal, Estate Legal Services, collectively (“Company”), and any referral partner, party, entity, or collaborator (“Partner”) who enters into any type of agreement with EstateLegal.com related to its marketing and referral program. This agreement, and any other agreements you may enter into with EstateLegal.com or any of its agents, can be assigned at any time, without your consent, by EstateLegal.com to any of its members or managers, who operate the website. Any business, person, or party entering into an agreement with EstateLegal.com or its agents, cannot assign this agreement without EstateLegal.com, or its agent’s written consent.
This is a business-to-business relationship between sophisticated commercial entities who possess the experience and knowledge to understand and negotiate the terms of this Agreement. EstateLegal.com and the Partner acknowledge that their relationship is collaborative in nature, akin to platforms such as LegalZoom.com, and is not based on a service-provider/client relationship. EstateLegal.com is not required to adhere to arbitrary deadlines, as this relationship is intended to grow organically over a minimum period of 12 to 24 months.
By engaging with EstateLegal.com, the Partner affirms they have fully read, understood, and agreed to these binding terms and acknowledges the personal guarantee provisions contained herein.
1. Mandatory Dispute Resolution Process
Any Partner agrees that all disputes, concerns, or claims arising from this Agreement must be addressed exclusively through the dispute resolution processes outlined herein, including but not limited to internal resolution procedures and arbitration.
The Partner is required to:
1. Provide written notice to EstateLegal.com outlining the nature of the dispute and allow a reasonable time for resolution.
2. Engage in good faith efforts to resolve the issue through the agreed-upon channels, including arbitration before the American Arbitration Association (AAA).
3. Refrain from initiating external proceedings, including legal complaints or financial disputes, until the internal and contractual resolution processes have been fully exhausted.
Failure to adhere to this process shall constitute a material breach of this Agreement, entitling EstateLegal.com to seek all available legal remedies, including but not limited to liquidated damages and immediate account suspension.
2. Jurisdiction Selection and Injunctive Relief
EstateLegal.com retains the right to pursue injunctive relief and legal action in the event of an urgent breach, including but not limited to chargebacks, false complaints, or other actions that threaten the Company’s financial and reputational standing.
Legal actions may be pursued in one of the following jurisdictions based on factors such as operational headquarters, applicable law, and witness convenience:
• Illinois
• Florida
• Delaware
The Partner irrevocably submits to the jurisdiction of these states and waives any objections to venue or personal jurisdiction.
3. Liquidated Damages and Reservation of Additional Remedies
The parties agree that in the event of a breach of this Agreement, the breaching party shall be liable to EstateLegal.com for liquidated damages in the amount of $250,000, which represents a reasonable estimate of damages that EstateLegal.com would suffer.
This amount accounts for:
1. Financial disruption costs, including damage to banking relationships and business operations.
2. Reputational harm, which directly affects EstateLegal.com’s goodwill and standing.
3. Administrative burdens incurred in addressing unauthorized actions and legal defenses.
Reservation of Rights:
This liquidated damages amount is not an exclusive remedy but rather a minimum agreed amount. EstateLegal.com expressly reserves the right to pursue additional claims for:
• Actual damages exceeding the liquidated damages amount,
• Punitive damages,
• Attorneys’ fees,
• Any other available legal or equitable remedies.
4. Personal Guarantee of Liability
By engaging with EstateLegal.com and having fully read and agreed to these terms, the Partner acknowledges that in the event of damages exceeding $10,000, all owners, officers, directors, shareholders, or any individuals with an equitable interest in the Partner’s business shall be held personally liable.
This personal guarantee is enforceable without further documentation and survives termination of this Agreement.
5. Compliance with Demand Notices
If EstateLegal.com sends a formal demand to the Partner via electronic communication requiring the withdrawal or cessation of actions deemed a breach, the Partner must comply within 72 hours. Failure to do so shall be deemed an act of bad faith, subjecting the Partner to legal action and additional damages.
6. Mandatory Security Deposit for Disputed Amounts
In the event the Partner disputes any fees, they are required to deposit the full disputed amount into an escrow account designated by EstateLegal.com within five (5) business days.
Failure to make the required deposit shall result in immediate enforcement of liquidated damages and legal remedies.
7. Business Relationship Acknowledgment
EstateLegal.com and the Partner agree that their relationship is that of equal collaborators, not a service provider-client relationship. The Partner expressly acknowledges that:
1. They are not a consumer, and this agreement does not fall under state or federal consumer protection laws.
2. They waive any right to claim consumer status in legal disputes.
3. They are a sophisticated commercial entity that has fully reviewed and understood the implications of this Agreement.
8. Fraudulent Payment Disputes and Contractual Compliance
The Partner acknowledges that initiating any financial dispute (credit card chargebacks, Zelle disputes, unauthorized transactions) outside of the arbitration process constitutes an egregious material breach of this Agreement.
1. Mandatory 12-Month Engagement Period:
The Partner must allow the full 12-month term to run its course before initiating arbitration or seeking refunds.
2. Exclusive Dispute Resolution:
Only an arbitrator with the AAA or, at EstateLegal.com’s discretion, a court of law may adjudicate refunds or damages after the completion of the 12-month term.
3. Penalties for Violations:
Any breach of this section entitles EstateLegal.com to enforce liquidated damages, personal liability, and legal action.
9. Public Disclosure of Breach
EstateLegal.com reserves the right to publicly disclose legal proceedings and actions taken against the Partner in the event of a material breach, without liability for defamation claims.
10. Attorney’s Fees and Enforcement Costs
If EstateLegal.com prevails in an adjudicated matter, the Partner agrees to reimburse all attorneys’ fees, arbitration expenses, and enforcement-related costs.
11. Severability Clause
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
By engaging with EstateLegal.com, the Partner acknowledges and agrees to comply with all terms outlined above.
12. Expectations, Performance, and Payment Terms
12.1 Performance Expectations and Partner Acknowledgment
The Partner expressly acknowledges and agrees that EstateLegal.com is not required to perform under any expectations that the Partner may have outside of those explicitly stated in this Agreement. This includes, but is not limited to, expectations related to frequency of communication, response times, or progress updates. EstateLegal.com will provide updates at its sole discretion when they are available and pertinent to the Partner’s engagement.
• The Partner understands that EstateLegal.com may or may not respond to emails, phone calls, or other inquiries in a rapid manner due to the nature of the business operations and workload.
• The Partner further agrees that no expectation shall arise from any informal communications, verbal statements, or written exchanges that contradict the terms herein.
• EstateLegal.com shall not be required to provide services or updates based on subjective expectations of the Partner, and such expectations shall not constitute a breach of this Agreement. EstateLegal.com shall have sole discretion in determining the timing and frequency of all communications with the Partner. The Partner acknowledges that EstateLegal.com operates a dynamic business environment and, as such, communications will be provided based on internal priorities and business needs. The Partner explicitly agrees that EstateLegal.com is under no obligation to respond to communications within any arbitrary timeline or frequency that the Partner may expect or demand. Any demand or expectation for immediate or frequent communication shall not be considered a valid basis for dissatisfaction or dispute. EstateLegal.com shall not be held in breach of this Agreement for perceived delays or lack of communication, and the Partner agrees that any concerns must be addressed exclusively through the dispute resolution process after the 12-month term has concluded.
If the Partner believes their expectations have not been met, they must allow the full 12-month contractual term to run its course. Only after this period may the Partner initiate arbitration through the American Arbitration Association (AAA), the sole and exclusive dispute resolution mechanism agreed upon by the parties.
12.2 Payment as Earned and No Refund Policy
Upon making a payment to EstateLegal.com, the Partner acknowledges and agrees that such payment is considered fully earned by EstateLegal.com upon receipt. There shall be no refunds issued unless:
1. The Partner successfully completes the dispute resolution process through arbitration, and;
2. An arbitrator or a court of competent jurisdiction renders a binding decision awarding a refund.
Notwithstanding anything to the contrary in any agreement between the parties, if a Partner was offered a discount below the standard activation fee, the Partner agrees that:
• Any guarantees, including money-back guarantees, shall not apply.
• The reduced rate is considered duly earned in recognition of the time, effort, and resources required to activate the Partner’s account and commence services.
Any attempt by the Partner to initiate a financial dispute or chargeback outside of the agreed dispute resolution process shall constitute theft of service and/or theft of funds belonging to EstateLegal.com. EstateLegal.com reserves the right to pursue claims for:
• Civil theft, allowing for treble damages and attorneys’ fees;
• Liquidated damages as specified in Section 3 of this Agreement;
• Injunctive relief to prevent further fraudulent conduct.
12.3 Additional Penalties for Breach and Tortious Conduct
In addition to the liquidated damages provisions set forth in Section 3, the Partner agrees that if they engage in any of the following acts of tortious misconduct, EstateLegal.com shall be entitled to pursue damages above and beyond the liquidated damages provision, including but not limited to:
1. Libel, Slander, or Defamation:
• Any false statements made by the Partner that harm the reputation or business of EstateLegal.com, whether made publicly or privately.
2. Tortious Interference:
• Any intentional action by the Partner that interferes with EstateLegal.com’s contractual relationships with third parties, including but not limited to clients, vendors, financial institutions, and referral partners.
In addition to the enforcement of liquidated damages under Section 3, EstateLegal.com reserves the right to seek additional claims for actual damages, punitive damages, and attorneys’ fees related to tortious conduct.
• The Partner acknowledges and agrees that the attorneys’ fees provision outlined in Section 9 shall remain applicable for any legal action arising from tortious conduct, and the liquidated damages clause shall still apply as a baseline minimum for breach-related damages.
• EstateLegal.com reserves the right to seek damages in excess of the liquidated damages provision when tortious interference or defamation results in substantial harm beyond the initial breach of contract.
12.4 Binding Nature of Terms and Overrides
The Partner acknowledges that these Terms of Service are legally binding and shall govern the relationship between the parties in their entirety. In the event of any conflicting terms in prior agreements, the provisions of this Section shall take precedence, ensuring that:
1. Payment obligations and the non-refundable nature of payments remain fully enforceable;
2. Dispute resolution remains exclusive to arbitration and cannot be bypassed through financial disputes;
3. All Partners are bound to the requirements of this Agreement upon their payment to EstateLegal.com.
Failure to adhere to any part of this Section shall result in the immediate, suspension of any estatelegal.com, user or referral partner, with a forfeiture of any fees paid, enforcement of the liquidated damages provision, as well as the pursuit of any and all legal remedies available to EstateLegal.com.
13. Agreed Statement of Understanding and Intent
By executing this Agreement and making any payments to EstateLegal.com, the Partner hereby acknowledges, agrees, and affirms the following:
1. Sophisticated Business Relationship:
• Both parties are sophisticated commercial entities fully capable of understanding and negotiating this Agreement, and they enter into this relationship with full knowledge and intent to comply with all terms herein.
• The Partner expressly waives any claim of misunderstanding, misrepresentation, or lack of awareness of the terms.
2. Exclusive Dispute Resolution Agreement:
• The Partner irrevocably agrees that any and all disputes, claims, or disagreements related to this Agreement, including financial matters, shall be resolved exclusively through the binding arbitration process outlined in Section 1.
• The Partner expressly acknowledges that any attempt to initiate a financial dispute outside of arbitration (including chargebacks, bank disputes, or unauthorized reversals of payments) shall constitute a breach of this Agreement and an admission of fraudulent intent.
• Both parties agree that the provisions of this Agreement shall be fully enforceable in any legal or financial forum, including with banks and payment processors, to resolve any disputed payments in favor of EstateLegal.com.
3. Binding Nature of Acknowledgment:
• The Partner agrees that this statement shall serve as an admission of their understanding and intent, and may be used as evidence against them in any proceeding, including but not limited to arbitration, court filings, and bank investigations, to enforce their obligations under this Agreement.
• This Agreement may be provided to financial institutions, arbitrators, or courts as a legally binding acknowledgment of the Partner’s understanding and agreement to the terms contained herein.
4. Irrevocability of Payments:
• The Partner acknowledges and agrees that all payments made under this Agreement are considered fully earned by EstateLegal.com at the time of receipt.
• The Partner waives any right to dispute payments through external financial institutions and agrees that any attempt to do so shall be considered a fraudulent act, actionable under applicable state and federal laws, including potential civil and criminal penalties.
5. Preclusion of Future Challenges:
• The Partner agrees that any future attempt to dispute payments or challenge the enforceability of this Agreement shall be deemed a frivolous and bad faith action, entitling EstateLegal.com to immediate enforcement of liquidated damages, attorneys’ fees, and other legal remedies without further notice.
By engaging with EstateLegal.com and making any payment, the Partner acknowledges and agrees to the above statements and affirms their full commitment to comply with the terms outlined in this Agreement.
14. Definitions and Binding Nature of Agreement
For the purposes of this Agreement, the term “EstateLegal.com”, including but not limited to its related entities Estate Legal Services LLC, Estate Legal Network, and Estate Legal, collectively referred to herein as “Estate Legal Services,” shall encompass all brands, subsidiaries, affiliates, and business operations under its control.
The term “Partner” or “Other Party” as used throughout this Agreement shall include, without limitation:
1. Referral Partners – Individuals or entities that enter into referral agreements with Estate Legal Services.
2. Partners – Any party that collaborates with or engages Estate Legal Services under any agreement.
3. Entities and Businesses – Any corporate entity, organization, or company that enters into an agreement with Estate Legal Services.
4. Individuals – Any person who engages with Estate Legal Services in any capacity, whether as an agent, representative, contractor, or otherwise.
5. Contracting Parties – Any party that accepts the terms outlined herein by way of formal agreement, contract execution, payment, or continued engagement with Estate Legal Services. [SEE TERMS OF SERVICE RELATED TO PAYMENTS HERE ]
By entering into any agreement with Estate Legal Services, whether explicitly through a signed contract, electronically by making a payment, or through continued engagement with our services, the Partner and all related parties acknowledge and agree to be legally bound by these Terms of Service.
The obligations, duties, and restrictions set forth in this Agreement shall apply to any Partner, party, person, or entity engaging in agreements of this nature with Estate Legal Services. Any deviation or failure to comply with these terms shall constitute a material breach, subjecting the breaching party to the remedies and enforcement measures set forth herein, including but not limited to liquidated damages, legal action, and injunctive relief.
15. Enforcement, Penalties, and Remedies
The Partner acknowledges and agrees that strict compliance with these Terms of Service is required, and any material breach will result in the following enforcement actions, penalties, and legal remedies, which EstateLegal.com reserves the right to pursue at its sole discretion:
15.1 Immediate Account Termination and Public Blacklisting
In the event of a material breach of this Agreement, including but not limited to unauthorized financial disputes, defamatory statements, or failure to comply with demand notices, EstateLegal.com reserves the right to immediately terminate the Partner’s account and publicly disclose the termination, including the reasons for termination, to industry partners, professional networks, and relevant stakeholders. The Partner acknowledges that such public disclosure may result in reputational harm and waives any claims against EstateLegal.com for doing so.
15.2 Personal Financial Audits and Recovery Proceedings
Upon any breach of this Agreement, EstateLegal.com shall have the right to conduct an audit of the Partner’s financial records to assess potential damages, including but not limited to financial losses, fraud, or misrepresentation. The Partner agrees to cooperate fully and provide requested records within five (5) business days. Failure to comply shall result in immediate legal action, including but not limited to the freezing of assets through injunctive relief and legal recovery proceedings.
15.3 Credit Reporting and Negative Credit Impact
The Partner acknowledges that any unpaid financial obligations resulting from a breach of this Agreement, including outstanding invoices, penalties, or damages awarded through arbitration or court judgment, may be reported to credit reporting agencies and collections. The Partner understands and agrees that such reporting may adversely impact their creditworthiness and future financial relationships.
15.4 Personal and Corporate Liability Expansion Clause
In the event of any breach of this Agreement, all owners, officers, directors, and shareholders of the Partner’s business shall be held jointly and severally liable for any financial obligations, penalties, damages, or liabilities arising from the breach. EstateLegal.com reserves the right to pursue personal assets, wages, and financial holdings of the responsible individuals.
15.5 Injunctions and Emergency Court Orders
EstateLegal.com reserves the right to seek immediate injunctive relief and emergency court orders without prior notice to prevent any ongoing harm, financial loss, or disruption caused by the Partner’s actions. The Partner agrees to waive any defenses related to lack of notice and shall be responsible for all costs and attorneys’ fees associated with such actions.
15.6 Public Reputational Harm Disclosure Waiver
The Partner acknowledges and agrees that any actions taken in breach of this Agreement, including fraudulent claims or public defamation, may result in EstateLegal.com issuing a formal public statement outlining the facts of the dispute and the Partner’s failure to adhere to contractual obligations. The Partner waives any claims of defamation, libel, or reputational harm arising from such disclosures.
15.7 Referral Ban and Industry-Wide Notification
In the event of a breach of this Agreement, EstateLegal.com reserves the right to prohibit the Partner from engaging with any of its affiliate companies, partners, or industry associations indefinitely. EstateLegal.com shall notify relevant business networks of the Partner’s breach and provide recommendations for non-engagement.
15.8 Fake Complaints
If a breach of this Agreement involves theft of services, EstateLegal.com reserves the right to report such actions.
15.9 Increased Liquidated Damages for Egregious Breaches
In cases of egregious breaches, including but not limited to fraud, defamation, or tortious interference, the liquidated damages provision shall be increased to $500,000 to reflect the severity of the Partner’s actions and the significant harm caused to EstateLegal.com.
15.10 Non-Disparagement and Gag Order Clause
The Partner agrees not to make any negative, false, or misleading statements about EstateLegal.com to any third party, including but not limited to social media, online platforms, clients, or regulatory bodies. Any violation of this clause shall result in immediate legal action, including injunctive relief, liquidated damages, and attorneys’ fees.
16.1 Non-Disclosure of Agreement Terms and Business Relationship
The Partner expressly agrees that they shall not, under any circumstances, disclose, share, discuss, or communicate the terms of this Agreement, including but not limited to:
• The fact that they are engaged in business with EstateLegal.com,
• Any disputes, resolutions, controversies, or updates related to this Agreement,
• Any opinions, reviews, or comments regarding EstateLegal.com, its services, or its affiliates,
• Any confidential business information, trade secrets, methodologies, or practices related to EstateLegal.com,
to any third party, including but not limited to:
• Individuals, companies, competitors, vendors, or financial institutions,
• Online platforms, forums, blogs, or social media,
• Regulatory bodies or legal authorities, unless legally compelled by a court order.
16.2 Non-Disclosure of Disputes and Controversies
The Partner agrees that any disputes, claims, controversies, or potential legal matters related to this Agreement shall remain strictly confidential, and the Partner shall not:
• Publicize, disseminate, or share any details of disputes, claims, or arbitration proceedings,
• Make any disparaging, defamatory, or negative statements about EstateLegal.com in any public or private forum,
• Use any confidential information in any legal or financial complaint against EstateLegal.com without first exhausting the mandatory dispute resolution process outlined in this Agreement.
16.3 Breach and Remedies
Any breach of this confidentiality provision shall constitute an egregious material breach of this Agreement, subjecting the Partner to:
• Immediate enforcement of liquidated damages in the amount of $500,000, as per Section 16.9,
• Immediate account suspension and forfeiture of any payments made to EstateLegal.com,
• A permanent injunction preventing further disclosure, with all associated legal costs borne by the Partner,
• Personal liability for damages and harm caused to EstateLegal.com’s business, reputation, and financial relationships.
16.4 Survival of Confidentiality Obligations
The confidentiality obligations set forth in this section shall survive the termination or expiration of this Agreement and shall remain binding indefinitely. The Partner acknowledges that the duty to maintain confidentiality is essential to the relationship and agrees that failure to comply will result in irreparable harm to EstateLegal.com.
16.5 Acknowledgment and Agreement
By entering into this Agreement and making payment, the Partner acknowledges their full understanding and agreement to the terms outlined in this Confidentiality and Non-Disclosure Agreement. The Partner further agrees that this section shall be enforceable in any legal or arbitration forum, and that EstateLegal.com may provide a copy of this Agreement to financial institutions, arbitrators, or courts to enforce compliance.
17. Bad Faith Claims and Civil Dispute Resolution Waiver
17.1 Exclusive Civil Dispute Resolution
The Partner acknowledges and agrees that the relationship with EstateLegal.com is purely commercial in nature and any and all disputes, concerns, claims, or controversies arising from this Agreement shall be resolved exclusively through the dispute resolution mechanisms outlined in this Agreement, including but not limited to arbitration and civil litigation as necessary.
17.2 Waiver of claims or complaints outside of civil arbitration.
The Partner expressly waives the right to:
1. Initiate or encourage any complaints, or regulatory actions regarding disputes that are civil in nature, including but not limited to refund requests, service expectations, or contract enforcement issues.
2. Use government or regulatory agencies as a tool to gain leverage in ongoing disputes or to circumvent the agreed dispute resolution process.
3. Mischaracterize civil disputes as fraudulent or criminal conduct when no legitimate basis for such a claim exists.
17.3 Consequences for Filing False or Misleading Reports
In the event that the Partner initiates a false, baseless, or misleading complaint to any governmental, or regulatory body regarding any matter that is strictly civil in nature, the following penalties shall apply:
1. Immediate enforcement of liquidated damages in the amount of $500,000, in addition to any other applicable legal remedies.
2. Personal liability for all damages incurred, including reputational harm, legal costs, and any business disruption suffered by EstateLegal.com.
3. Mandatory indemnification, whereby the Partner shall fully indemnify, defend, and hold harmless EstateLegal.com from any costs, losses, or damages arising from such actions, including attorneys’ fees and investigative expenses.
17.4 Acknowledgment of Sophisticated Business Relationship
The Partner acknowledges that:
1. They are a sophisticated business entity or individual capable of understanding and negotiating this Agreement.
2. They enter into this Agreement willingly with full knowledge that disputes must be resolved through civil means as outlined herein.
3. They agree that failure to adhere to these provisions shall be considered an egregious material breach, entitling EstateLegal.com to immediate legal recourse, including injunctive relief.
17.5 Injunctive Relief and Further Remedies
EstateLegal.com reserves the right to seek immediate injunctive relief in a court of competent jurisdiction should the Partner engage in bad-faith conduct, including but not limited to filing false complaints or misrepresenting the nature of their claims. The Partner agrees that any injunctive relief obtained by EstateLegal.com shall be enforceable without the requirement of posting a bond.
18. Business-to-Business Relationship; No Consumer Protections
18.1. Sophisticated Commercial Entities – The parties acknowledge and agree that their relationship is strictly a business-to-business (B2B) commercial partnership and is not subject to any consumer protection laws or regulations. Both parties represent and warrant that they are sophisticated commercial entities or individuals engaging in business dealings with full knowledge and understanding of the contractual obligations contained in this Agreement.
18.2. No Consumer Rights or Remedies – As a commercial relationship, no party shall claim, assert, or attempt to invoke any consumer protections available under federal, state, or local laws, including but not limited to claims related to deceptive trade practices, unfair business practices, consumer fraud, or consumer protection statutes. Any attempt to circumvent this agreement by alleging consumer status shall be deemed a material breach, subjecting the defaulting party to liquidated damages of $250,000 per violation, in addition to any other available legal remedies.
19. No Public Disparagement, Reviews, or Online Commentary
19.1. Strict Non-Disparagement Clause – The parties agree that they will not make, publish, or cause to be published, directly or indirectly, any negative, false, misleading, or disparaging statements about each other or their respective businesses, officers, directors, owners, employees, or affiliates in any medium, including but not limited to online reviews, social media platforms, blog posts, forums, public comments, or any third-party review sites.
19.2. Prohibition on Fictitious “Reviews” or Public Complaints – The parties further agree that any attempt to circumvent this provision by posting a public complaint, negative review, or commentary under the false guise of an “objective review” shall constitute a material breach of this Agreement. It is explicitly agreed that reviews, ratings, or public commentary regarding this business relationship are not permitted in any form, regardless of the intent behind the post.
19.3. Confidentiality of Disputes – Any and all disputes between the parties shall be resolved privately and confidentially through the agreed-upon dispute resolution mechanisms contained in this Agreement. The parties agree that they shall not engage in any efforts to publicly adjudicate any disagreement, dispute, or legal claim.
20. Liquidated Damages for Violations
20.1. $250,000 Per Violation – Any violation of this section, including but not limited to posting or encouraging any negative online commentary, review, or public statement in any form, shall result in immediate liability for liquidated damages in the amount of $250,000 per occurrence.
20.2. Damages for Lost Contracts and Business Relationships – In addition to the liquidated damages stated above, if any negative or disparaging statement results in the loss of a contract, business relationship, or financial opportunity for the harmed party, the defaulting party shall be liable for an additional $250,000 per lost contract or business relationship, in addition to all actual damages, punitive damages, attorneys’ fees, and other available remedies.
21. Injunctive Relief and Other Remedies
21.1. Immediate Injunctive Relief – Due to the irreparable harm that public disparagement may cause, the harmed party shall have the right to seek immediate injunctive relief in a court of law to stop any continued violation of this provision.
21.2. No Defense of “Truth” or “Opinion” – The parties acknowledge that public commentary, reviews, or disparaging statements regarding this business relationship are strictly prohibited regardless of truthfulness or opinion-based arguments. This provision is intended to maintain business integrity and confidentiality.
21.3. Attorney’s Fees and Enforcement Costs – The prevailing party in any enforcement action related to this section shall be entitled to full reimbursement for all legal fees, enforcement costs, and any additional damages sustained as a result of the breach.
22. Applicability to Real Estate Agents and Brokerages:
22.1 Real estate agents and their brokerages are jointly and severally liable for compliance with all terms of this agreement. In addition to adhering to these terms, real estate agents are required to conduct due diligence and ensure compliance with their local state laws governing real estate agent conduct and licensing. It is the sole responsibility of the agent to verify with their brokerage and confirm that entering into this type of referral agreement is permissible under applicable laws. Failure to comply with state laws, unethical conduct, or violations of real estate licensing regulations will result in immediate suspension, forfeiture of any fees paid, and the right of EstateLegal.com to recover additional damages. All other provisions of these terms of service remain fully applicable, and both agents and brokerages must ensure full compliance.
23. Arbitration for Contractual Disputes
Any controversy, claim, or dispute arising out of or relating to this Agreement, including but not limited to claims for breach of contract, liquidated damages, non-payment, penalties, or any monetary relief under this Agreement (collectively, “Contractual Claims”), shall be exclusively resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
The arbitrator shall have the sole authority to adjudicate all Contractual Claims, determine the enforceability of liquidated damages provisions, and issue a final monetary award. The arbitrator’s decision shall be final, binding, and non-appealable, except in cases of fraud, manifest disregard of the law, or an arbitrator exceeding their authority as defined under the Federal Arbitration Act (FAA).
The parties agree that each party shall be responsible for their share of arbitration fees, except where the arbitrator determines that one party engaged in bad faith conduct, in which case the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
2. Carve-Out for Litigation of Tort & Injunctive Relief Claims
Notwithstanding the above, the following claims shall be exempt from arbitration and may be litigated in a court of competent jurisdiction:
• Tort Claims: Any claims involving defamation, business disparagement, interference with contractual or economic relations, fraud, misrepresentation, or any other tortious conduct not directly arising from a breach of contract.
• Injunctive & Equitable Relief: EstateLegal.com shall retain the right to seek injunctive relief, temporary restraining orders, declaratory relief, or other equitable remedies in a court of law to prevent immediate harm, protect its intellectual property, enforce non-disparagement provisions, or stop unlawful conduct.
3. Forum Selection for Litigation
Any litigation permitted under this Agreement shall be exclusively brought in the state or federal courts located in Delaware, Florida, or Illinois, at EstateLegal.com’s sole discretion. The parties hereby waive any objection to personal jurisdiction or venue in these forums.
4. Waiver of Class Actions & Jury Trials
All disputes subject to arbitration shall be conducted on an individual basis only, and the parties expressly waive any right to participate in a class action, collective action, or multi-party claim. Additionally, both parties waive any right to a jury trial for any dispute arising under this Agreement.
5. Costs & Enforcement
If a party refuses to comply with arbitration or attempts to challenge a final arbitration award, they shall be liable for all legal fees, collection costs, and enforcement expenses incurred by the prevailing party.
This clause effectively locks Contractual Claims into final arbitration, while allowing you to litigate defamation, interference, and injunctive relief issues in court. It also ensures that if someone tries to evade arbitration, they’ll face additional financial penalties and legal costs.
24.1. Governing Law and Mandatory Arbitration for Contractual Claims
All disputes, claims, or controversies arising out of or relating to this Agreement, including but not limited to breach of contract, liquidated damages, non-payment, penalties, confidentiality breaches, and any other contractual obligations (collectively, “Contractual Claims”), shall be exclusively resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitrator shall resolve all Contractual Claims strictly in accordance with the substantive and procedural laws of the State of [Florida/Delaware/Illinois], including binding case law precedent. The arbitrator shall have no discretion to deviate from the applicable law governing contracts and must follow applicable statutes and judicial precedent as determined by the courts of the selected jurisdiction.
24.2. Carve-Out for Litigation of Tort & Injunctive Relief Claims
Notwithstanding the foregoing, the following claims shall be exempt from arbitration and may be litigated in a court of competent jurisdiction:
• Tort Claims: Any claims involving defamation, business disparagement, interference with contractual or economic relations, fraud, misrepresentation, or any other tortious conduct not directly arising from a breach of contract.
• Injunctive & Equitable Relief: EstateLegal.com shall retain the right to seek injunctive relief, temporary restraining orders, declaratory relief, or other equitable remedies in a court of law to prevent immediate harm, protect its intellectual property, enforce non-disparagement provisions, or stop unlawful conduct.
24.3. Arbitrator’s Authority and Limitation on Equitable Relief
The arbitrator shall have no authority to modify, amend, or disregard the terms of this Agreement, including but not limited to provisions relating to damages, liquidated damages, confidentiality, dispute resolution, and fee-shifting. The arbitrator may not issue any ruling that contradicts, alters, or revises the parties’ express contractual rights and obligations, nor shall the arbitrator apply any principles of equity to override express contract language. The arbitrator may not grant injunctive relief or rule on tort claims that are expressly reserved for litigation.
24.4. Strict Enforcement of Damages and Fee Awards
The arbitrator shall be required to enforce all damages provisions as explicitly stated in this Agreement. The arbitrator shall have no authority to modify, reduce, or reinterpret any liquidated damages, penalties, or attorneys’ fees provisions agreed upon by the parties. Any failure to enforce these provisions in full shall constitute an excess of the arbitrator’s authority and shall be grounds for vacatur and reconsideration of the award.
24.5. Requirement for a Written, Reasoned Award
The arbitrator shall issue a written, reasoned award that includes specific factual findings and legal conclusions, including references to applicable statutory law and case law precedent. Failure to provide a reasoned award in compliance with this provision shall be grounds for vacatur and reconsideration of the award. The arbitrator may not issue a general award without detailed justification.
24.6. Limited Court Review of Arbitration Award
The parties agree that any arbitration award regarding Contractual Claims shall be subject to judicial review to ensure compliance with applicable law and case precedent. A court of competent jurisdiction shall have the authority to vacate or modify an award if the arbitrator exceeds their authority, disregards applicable law, or fails to enforce contractual provisions as written. The prevailing party in any judicial review shall be entitled to recover reasonable attorneys’ fees and costs associated with seeking enforcement or modification of the arbitration award.
24.7. Selection of Qualified Arbitrator
The arbitrator shall be a licensed attorney with no less than [10] years of experience in commercial litigation or business law and must have prior experience arbitrating contract disputes. The arbitrator shall be required to adhere strictly to the American Arbitration Association’s Commercial Arbitration Rules and governing substantive law. The parties agree that selection of an arbitrator without these qualifications shall be grounds for reconsideration of the arbitration award.
24.8. Payment of Arbitration Fees and Fee-Shifting Provisions
Each party shall bear their own arbitration costs unless otherwise provided by law. However, if either party refuses to pay their share of arbitration fees, fails to participate in good faith, or engages in conduct that delays the arbitration, the arbitrator shall award the full cost of arbitration, including all attorneys’ fees, filing fees, administrative costs, and arbitrator fees, to the opposing party. The arbitrator shall have no discretion to allocate arbitration costs in any manner other than as stated in this Agreement. Any refusal to comply with arbitration obligations shall be deemed a material breach of this Agreement, and the non-breaching party may seek injunctive relief and additional damages in a court of law.
25. Scope of Discovery:
In the event of a dispute subject to arbitration or legal proceedings, the parties agree that any discovery requests directed toward EstateLegal.com or its website owner, operator, agent, including but not limited to depositions, document production, or interrogatories, shall be strictly limited to:
• The specific facts alleged in the complaint, arbitration demand, or pleadings.
• Only relevant and non-privileged information directly related to the dispute at hand.
• Information that is narrowly tailored to avoid undue burden, excessive cost, or interference with business operations.
25.2. Corporate Representative & Document Production:
EstateLegal.com shall be required to produce only one (1) authorized corporate representative for testimony, depositions, or discovery-related matters. Additional representatives or excessive discovery requests shall not be permitted unless explicitly authorized by the arbitrator or court upon a showing of good cause and necessity.
25.3. Protection Against Interference & Fishing Expeditions:
• Discovery shall not interfere with EstateLegal.com’s ongoing business operations or require disclosure of irrelevant, proprietary, or privileged materials.
• Broad or speculative discovery based on unsubstantiated allegations, assumptions, or non-specific claims shall not be permitted.
• Any requests for discovery must be proportional to the needs of the case and shall not impose an undue burden, excessive costs, or demand unnecessary internal documentation beyond what is strictly necessary to resolve the dispute.
25.4. Heightened Pleading Standard & Arbitration Requirements:
• Any claims against EstateLegal.com must be pleaded with particularity and contain specific factual allegations that support the claim.
• Vague, speculative, or unsubstantiated claims shall not form the basis for discovery requests or arbitration demands.
• The arbitrator shall have the discretion to dismiss claims that fail to meet this standard before engaging in any discovery process.
25.5. Enforcement & Remedies:
• Any discovery request that violates these provisions may be quashed, limited, or denied by the arbitrator or court.
• A party engaging in abusive or excessive discovery practices may be subject to sanctions, fee-shifting, or dismissal of claims at the discretion of the arbitrator or court.
26. Forfeiture of Fees & Liquidated Damages Clause
The forfeiture of any fees paid by the user upon termination, suspension, or breach of this Agreement is not intended as a measure of liquidated damages, but rather as a contractual penalty due to non-compliance with the agreed-upon terms.
In addition to the forfeiture of fees, the user acknowledges and agrees that a breach of this Agreement—including but not limited to violations of confidentiality provisions, unauthorized public disclosures, failure to comply with arbitration requirements, or defamatory actions—causes significant and irreparable harm to EstateLegal.com, including damage to its business reputation, contractual relationships, and financial standing.
Accordingly, the parties agree that, due to the difficulty in quantifying the exact amount of harm, liquidated damages in the amount of $250,000 per violation, or a total sum determined by the nature and extent of the breach, not less than $200,000 shall be recoverable by EstateLegal.com. This amount reflects a reasonable estimate of anticipated damages at the time of contracting, considering the potential loss of business relationships, reputational harm, and financial impact associated with a breach.
This provision does not limit EstateLegal.com’s ability to seek injunctive relief, actual damages, punitive damages, or other remedies available at law or equity in addition to liquidated damages.
27. Incorporation of Terms of Service into Contracts
By entering into any agreement, contract, or engagement with EstateLegal.com, including but not limited to signing a formal contract, submitting payment, or utilizing any services provided by EstateLegal.com, the Partner expressly agrees that these Terms of Service shall be deemed automatically incorporated by reference into any contract or agreement executed between the parties.
1. Binding Addendum:
• These Terms of Service shall function as an addendum to any contract, supplementing and reinforcing the original agreement without superseding or invalidating its terms unless expressly stated otherwise in writing by EstateLegal.com.
• In the event of any conflict between these Terms of Service and a signed contract, the provisions of these Terms of Service shall control and govern where applicable to ensure the full and fair enforcement of all obligations.
2. Acknowledgment and Agreement:
• The Partner acknowledges that they have had the opportunity to review these Terms of Service prior to executing any agreement or making any payment to EstateLegal.com.
• By proceeding with any form of payment, the Partner confirms their understanding and acceptance of these Terms of Service and agrees that they form an integral part of any contractual arrangement with EstateLegal.com.
3. Survival and Enforceability:
• These Terms of Service shall survive the termination, expiration, or completion of any contract entered into with EstateLegal.com and shall continue to apply to any obligations arising from the contractual relationship.
• Any attempt to challenge the enforceability of these Terms of Service shall be deemed waived upon the Partner’s acknowledgment through payment or continued engagement with EstateLegal.com.
4. Modification of Terms:
• EstateLegal.com reserves the right to update or modify these Terms of Service from time to time, with such modifications becoming effective upon publication to its website.
• The Partner agrees to remain bound by the most current version of the Terms of Service as incorporated into any existing or future contract with EstateLegal.com.
By signing any contract, submitting payments, or engaging in any business transactions with EstateLegal.com, the Partner unequivocally agrees that these Terms of Service are binding and enforceable as an essential part of their agreement with EstateLegal.com.
Contract Acceptance and Authority
This Agreement, including any referenced Terms of Service, is binding upon execution, payment, or continued engagement with EstateLegal.com, regardless of whether a party attempts to modify or alter its terms unilaterally. Any unauthorized modifications, alterations, or additions made by a party without express written approval from EstateLegal.com shall be deemed null and void. The latest version of this Agreement, as provided by EstateLegal.com, along with any accompanying communications such as Welcome Letters, invoices, and email confirmations, shall govern the parties’ relationship. By proceeding with any engagement, payment, or access to services under this Agreement, the party acknowledges full acceptance of its terms.