Terms of Use
Privacy Policy

Terms of use

Last Modified: Mar 30, 2023

Acceptance of the Terms of Use

These Terms of Use constitute an agreement (“Agreement”) between you and OpenAdvisor Technologies, Inc. d/b/a Vanilla (“Vanilla”), the owner of the website located at https://www.justvanilla.com, including all subdomains of such website (the “Site”). Your use of the Site and/or the software, applications, content, services and other material provided by Vanilla on or through the Site, including Software and Content as defined below, and any updates to any of the foregoing (collectively the “Services”) constitutes your agreement, without limitation or qualification, to be bound by and to comply with the terms of this Agreement. This Agreement, as modified or amended as permitted herein, will continue until terminated by either party.

You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement. You represent and warrant that if you are using Vanilla’s Core Documents Service (as defined below), you have executed an Attorney Engagement Letter (as defined below) prior to your use of the Services.

It is your responsibility to review these Terms of Use periodically. We may revise and update these Terms of Use at any time with reasonable notice to you by posting the updated Terms of Use on this website. All changes are effective immediately when we post them, and apply to all access to and use of the Site and Services thereafter. If any changes are not acceptable to you, your sole remedy is to stop accessing or using the Site and/or Services. Your continued use of the Site and/or Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If you have any questions about these Terms of Use, please contact us by email at help@justvanilla.com.

Please also refer to our Privacy Policy and any other documents agreed to by you in the course of using the Site or any Services, including without limitation, and as applicable, the Attorney Engagement Letter, each of which is incorporated herein by reference.

Our Services

You can access Vanilla’s software solution entitled Vanilla (the “Software”) though the Site, which will assist you with managing your estate and/or having your estate managed by others, subject in all cases to this Agreement.

When you purchase or subscribe to receive Vanilla’s “Core Documents Package” or any component(s) thereof (collectively the “Core Documents Services”), the Software provides you with templates for creating estate planning documents in various jurisdictions. The Software will populate the templates with information that you or your advisors provide, and will customize the templates to reflect this information. To use the Core Documents Services, you must agree to be bound by and comply with the terms of the Attorney Engagement Letter and pay the applicable fees in accordance with the Attorney Engagement Letter .All documents created by the Software as part of the Core Documents Services (“Core Documents”) will initially be produced in draft form. The drafts will then be submitted for review by an attorney at the Referred Law Firm before the Core Documents are finalized and are ready for execution. Please see the section below entitled “Disclaimer Regarding Legal Services” for more information regarding that process.

When you purchase, download and/or subscribe to receive Vanilla’s “Essentials” offering or any component(s) thereof (collectively the “Essentials Services”), the Software provides you with self-help, “fill in the blank” forms that you can use to create estate planning documents in various jurisdictions. When you purchase, download and/or subscribe to receive any of the “Reports” offered by Vanilla (“Reports”), the Software provides you with reports that you can use as a guide when navigating the estate planning process with your attorney. Unlike the Core Documents Services, the documents created with the Essentials Services and the Reports will not be customized in any way to reflect your information other than populating the blanks with, or otherwise automatically responding to, the information that you provide, and the forms and Reports will not be reviewed by any attorney for or on behalf of Vanilla or any Referred Law Firm. The Essentials Services and Reports are not intended to be, and should not be utilized as, substitutes for the advice of an attorney. At no time is an attorney-client relationship created between you and Vanilla in connection with your use of any Essentials Services or Reports, including without limitation any employee, agent, or other person or entity working with Vanilla.

We strive to keep the templates available through our Software accurate, current and up-to-date, but because the law changes rapidly, we cannot guarantee that the templates are completely current or appropriate for every circumstance.

The Site includes general information on commonly encountered issues related to estate planning. We may also provide you with the ability to store Core Documents that are created using the Software, and may provide financial advisors, attorneys or other professionals (“Advisors”) with the ability to collect or store information about you and Core Documents produced on your behalf. Please see the section below entitled “Storage” for information regarding those services.

Disclaimer Regarding Legal Services

Once a draft Core Document has been created with the Software, the Software will refer the Core Document to a law firm that has agreed to review Core Documents that the Core Documents Services generated based on information that you provided (a “Referred Law Firm”). You will be able to preview the draft version of the Core Document while it is under review by the Referred Law Firm. Before the Core Document is provided to the Referred Law Firm, you are required to execute an engagement letter or similar documentation with the Referred Law Firm (the “Attorney Engagement Letter”) that contains the terms of your legal relationship with the Referred Law Firm and its attorneys. Any attorney-client relationship will be between you and the Referred Law Firm and its attorneys. Your use of the Software does not and will not create an attorney-client relationship between you and Vanilla.

Vanilla is not a law firm and may not perform services performed by an attorney. At no time does the Software or Vanilla review any documents that are created through the Core Documents Services, the Essentials Services, or any other Service offered or provided by Vanilla (collectively “Documents”), for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Vanilla, its Services, and its forms or templates are not a substitute for the advice or services of an attorney. Each person’s legal needs are unique, and no general information or legal tool like the kind Vanilla provides can fit every circumstance. Furthermore, the legal information contained on the Site and through the Services is not legal advice and is not guaranteed to be correct, complete or up-to-date. You acknowledge and agree that any Documents and information available through the Site or Services are intended to be reviewed by and discussed with an attorney.

Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from Vanilla (including information provided by a Firm or an attorney offering a free consultation) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.

Use of Services

You agree not to use the Services or the Site for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services and/or the Site to our customers, or damages our property. You agree that your use of the Services is subject to all applicable local, state, national and international laws and regulations, and you agree to comply with all such laws and regulations. Without limiting the foregoing, you also specifically agree:

  • to comply with US law and local laws or rules regarding online conduct and acceptable content;

  • not to use any robot, spider, scraper or other automatic device, process or means to access the Site or Services for any purpose without Vanilla’s express written permission;

  • not to use the Site or the Services for any commercial purposes that are not expressly permitted by these Terms of Use;

  • not to take any action that imposes or may impose (in Vanilla’s sole discretion) an unreasonable or disproportionately large load on our infrastructure;

  • not to upload or transmit viruses or other harmful, disruptive or destructive files;

  • not to submit any confidential or proprietary information except as may be required in connection with your use of Services;

  • not to submit any information that is false or misleading; and

  • not to disrupt, interfere with or otherwise harm or violate the security of the Site or Services, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Services.

Geographic Restrictions

Vanilla is based in the United States. We provide the Site and Services for use only by persons located in the United States. We make no claims that the Site or any of the Services will be accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Your Account

In order to obtain access to certain Services, you need to register by creating an account with Vanilla. When creating an account, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will be asked to provide your email address and create a password (a “Password”).

You are solely responsible for any and all access to the Services by persons using your email address and Password. You must treat your account information and Password as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Site or Services or portions of them using your email address, Password or other security information. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Please notify us immediately if you become aware that your email address and Password are being used without authorization. However, if you are using the Core Documents Services, you acknowledge and agree that your Advisor may access the Software on your behalf (without using your Password), solely for purposes of providing the Services to you, and your Advisor may access the data that is entered into the Software by or on behalf of you (“Data”) and any Core Documents created for you using the Software.

Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by Vanilla may not register for an account, nor may you designate any of those individuals to use your account on your behalf.

Although it is Vanilla’s intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Vanilla shall not be considered in breach of or default under these Terms of Use or any other agreement with you, and shall not be liable to you for any cessation, interruption or delay in the performance of its obligations, or modification, suspension or discontinuation of any of the Services at any time, with or without notice.

Vanilla reserves the right, in its sole and absolute discretion, at any time and with or without prior notice to you, to suspend, cancel, transfer or terminate your Password, account and/or use of any Services without any liability to you for any reason whatsoever, including without limitation if you are in breach of these Terms of Use. Vanilla reserves the right to refuse Services to anyone and to cancel your access to the Services at any time.

You may cancel or terminate your Password, account and/or use of any Services, with or without cause at any time, by providing written notice to Vanilla via email at help@justvanilla.com.

Privacy Policy

Vanilla respects your privacy and protects your personal information pursuant to the terms of our Privacy Policy which can be found at https://app.justvanilla.com/privacy-policy.

In connection with the use of certain Services and when you create an account on the Site, you may be asked to provide certain personal information. By providing such information, you grant Vanilla a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate the personal information solely for the purpose of enabling your use of the applicable Service or account and as otherwise permitted pursuant to the Privacy Policy. You may revoke this license and terminate rights held by Vanilla at any time by following the procedures specified in the Privacy Policy.

Storage

The Software will automatically retain copies of all Data and Core Documents. The Referred Law Firm may also elect to upload and store copies of the signed Core Documents.

Although we will make reasonable efforts to make the Core Documents available to you during your use of the Services, if your account is suspended or terminated or if we have suspended or discontinued any of the Services, you may no longer have access to the Core Documents. We will make reasonable efforts to provide you with prior notice of any such suspension, discontinuation or termination so you will have a reasonable opportunity to access the Core Documents, except in cases where we have terminated your account due to your violation of these Terms of Use or any other agreement with Vanilla.

Unless otherwise agreed to by Vanilla, Advisors should not rely on Vanilla’s storage of Data and Documents to comply with their regulatory or other legal obligations with respect to document retention.

NO WARRANTIES

YOUR USE OF THE SITE AND SERVICES OBTAINED AND/OR ACCESSED THROUGH THE SITE IS AT YOUR OWN RISK. THE MATERIALS AND CONTENT CONTAINED IN OR ACCESSIBLE THROUGH THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VANILLA, THROUGH AND TOGETHER WITH ITS DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY AFFILIATES” AND EACH, A “COMPANY AFFILIATE”) MAKE NO WARRANTIES REGARDING THE SITE OR SERVICES WHATSOEVER AND, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE.THE COMPANY AFFILIATES MAKE NO WARRANTIES THAT: (A) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE. VANILLA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, DOCUMENTS, INFORMATION OR SOFTWARE.

THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL VANILLA OR ANY COMPANY AFFILIATE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION REGARDLESS OF WHETHER ANY COMPANY AFFILIATE HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES BY VANILLA, SUCH AS ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES, DOCUMENTS OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL ON IT, OR ON ANY WEBSITE LINKED TO IT. EXCEPT AS PROHIBITED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AFFILIATES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO SUCH LIABILITY.

YOU AND VANILLA AGREE THAT THIS SECTION, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND VANILLA. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, VANILLA WOULD NOT PROVIDE THE SITE OR SERVICES TO YOU.

THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AFFILIATES, FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, DOCUMENTS OR THE SITE, (B) ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT, EVEN IF VANILLA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH CLAIM. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSIBLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF ANY THE COMPANY AFFILIATES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Ownership of the Site and its Content

The Site, and all information, materials and content available on the Site, including without limitation any trademarks, logos, service marks, trade dress, text, and graphics and any template documents (collectively, “Content”), is the property of Vanilla and/or certain third-parties. These Terms of Use permit you to use the Site for your personal, non-commercial use only. Except as otherwise expressly provided by Vanilla, none of the Content may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, resold, licensed, leased or distributed by you in any way, and nothing contained on the Site should be construed as granting, by implication or otherwise, any license or right to use any of the Content without the written permission of the party that owns the Content, whether it be Vanilla or a third party.

Your Feedback on the Services

All comments, feedback, information or material submitted to Vanilla through or in association with the Site and/or the Services shall be considered non-confidential. If you provide us feedback about any of our software, Site, Services, or business, you hereby grant to Vanilla an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit your feedback in any manner and for any purpose without any obligation to you.

Inappropriate Content

When accessing or using the Site or Services, you agree not to upload, download, display, perform, transmit or otherwise distribute any content that: (a) is libelous, defamatory, obscene, pornographic, abusive or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Vanilla reserves the right to terminate or delete such material from its servers. Vanilla will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

Compliance with Export Restrictions

You may not access, download, use or export the Site or Services in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Services are subject to the United States Export Administration Laws and Regulations and agree that none of the Services or any direct product therefrom is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.

Links to Other Materials

The third party sites linked to the Site (“Linked Sites”), if any, are not necessarily under the control of Vanilla, and Vanilla is not responsible for the content of Linked Sites. Any links included in the Site have been selected by Vanilla for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third-party sites linked to the Site, you do so entirely at your own risk. Any use of the Linked Sites will be subject to, and any information you provide will be governed by, the terms of the Linked Site, including but not limited to those relating to confidentiality, data privacy and security. Vanilla does not endorse or approve and makes no warranties, representations or undertakings relating to the content of any Linked Site. VANILLA HEREBY DISCLAIMS LIABILITY FOR ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES POSTED OR OFFERED AT ANY LINKED SITES AS PART OF ANY THIRD PARTY SERVICES. VANILLA IS NOT LIABLE FOR ANY FAILURE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED AT ANY LINKED SITES. LINKED SITES MAY HAVE A PRIVACY POLICY DIFFERENT FROM THAT OF VANILLA AND THE LINKED SITE MAY PROVIDE LESS SECURITY THAN VANILLA’S SITE.

Customers Needing Extra Assistance

Vanilla aims to provide full access to the Site and Services regardless of disability. If you are unable to read any part of the Site, or otherwise have difficulties using the Site or any Services, please contact us by email at help@justvanilla.com and we will assist you.

Governing Law; Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to conflicts of law. You agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a California state or federal court sitting in the Central District of California. You hereby waive any objection you may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.

General Information

We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of Vanilla (including the Site and Services) to a third party. You may not assign this Agreement without our prior written consent. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. This Agreement, together with the Privacy Policy, and any other documents agreed to by you in the course of using the Site or any Service, constitutes the entire agreement between Vanilla and you with respect to your use of the Site and Services, and it supersedes all prior or contemporaneous communications and proposals between Vanilla and you with respect thereto. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.