Note: Carefully read all terms provided to prevent engaging in illegal conduct, misbehavior, or exploiting SignDocs services.
SignDocs Terms and Conditions
The websites, products, and services (collectively, the “Site”) of SignDocs (sometimes referred to as “SignDocs,” “we,” “our,” or “us”) are accessible to and used by those individuals or organizations following these Terms. (All of “you” or “you”) who engage in the following behavior:
- Website visits in general to SignDocs.co and other URLs that SignDocs owns or manages (each a “Website Visitor”);
- Customers, licensees, or subscribers to one or more of our goods or services (collectively, “SignDocs Services”);
- Customers that have approved access to their customer accounts as well as other end users of the SignDocs Services (each a “User”).
When you use the Site, whether on your behalf or on behalf of a legal organization you represent, you do so in compliance with these Terms.
These rules apply to the large extent that your use of the Site, including any of the SignDocs services mentioned in the service Such Organizational Terms do not already rule schedules below. If you are a Customer who has a Master Services Agreement or other similar agreement in force with SignDocs (the “Corporate Terms”) agree that commercial or corporate clients are intended to be regulated by these Terms. These Terms clearly don’t apply to you if you intend to use SignDocs for individual usage as a consumer (as specified by current consumer protection legislation), and you won’t be able to exercise any of the rights granted above. Any use of SignDocs.co by you, including accessing, using, and downloading any content from the Site, is subject to these terms and conditions. We will give no authorization if you do not agree to these terms and conditions.
1. COMMUNICATIONS AND UPDATES
1.1. We reserve the right to modify these terms at any time, including adding, removing, or changing existing terms and conditions and considering changes to applicable
Legislation. The website will display the “last updated” date along with the modified terms. If you use this website after we post updates, you agree to be obligated by the amended terms. Please review this website regularly to obtain timely notice of any changes. Making amendments to the terms and condition is not mandatory for us to be liable to you or any third party.
1.2. By subscribing SignDocs services, you will receive notifications, promotions, and announcements that we offer on the Site. We will send you emails and notices for our services and products. Additionally, information regarding our services or SignDocs services, purchase, or subscription of services will be sent to you as communication and information.
You agree that, to the fullest extent permitted by law, all electronic communications we transmit to you fulfill any need that such communications be made in written or delivered in a specific manner.
Additionally, if you’re a customer, you commit to maintaining the accuracy of your account’s contact information. You can unsubscribe from our email marketing and promotional messages anytime.
2.1. Intellectual Property. SignDocs is shielded by reserved copyrights, including intellectual property laws and treaties, and has proprietor rights for patents, trademarks, and service marks.
2.1.1. The Site may contain extra proprietary rights warnings or limitations, and you understand and agree that you shall abide by all applicable copyright and other intellectual property laws in addition to doing so. You agree that SignDocs and its licensors have contributed valuable intellectual
Property to the Site’s creation. As between you and SignDocs, you will always be the sole and exclusive owner of all present and future rights to any and all intellectual property or other proprietary rights of any kind, including any improvements, design contributions, or derivative works; and any knowledge or practice related thereto, as well as in all applications and registrations related to and rights in said intellectual property. This ownership includes Limited Information. Any unauthorized use of any intellectual property related to the Site is strictly forbidden. These Terms and any other written agreements between you and SignDocs do not grant SignDocs any rights that are not clearly stated therein.
2.1.2. The SignDocs trademarks like service marks, and logos, taglines are the property of SignDocs, whether they are registered and/or not registered. You are not allowed to use the Trademarks of SignDocs with any written permission of the company for publicity and advertising purposes. If you do so, you must indicate the affiliation or sponsorship of SignDocs for any service, event, product, or organization.
2.1.3. Copyright. SignDocs upholds copyright laws and anticipates that our customers will do the same. Don’t hesitate to get in touch with us under our Copyright Policy if you suspect any information or materials on the Site may violate any of your copyrights.
2.2. License Restrictions.
The SignDocs has copyrighted work like information or Software provided by Site or third party sites or application software. The licenses and/or other terms that third-party providers may request directly from you are subject to these Terms and any other conditions that govern the use of the Software. It is expressly forbidden by law to reproduce or distribute the Software without permission, and doing so could result in both civil and criminal penalties. The perpetrators might face legal consequences.
2.3. Submissions of User Content.
2.3.1. Submissions. You can publish, post, upload, or somehow submit content to the Site in the form of queries, public messages, suggestions, product feedback, comments, and other types of content (collectively, “Posts”) (collectively, “User Content”). By giving us this permission, you give us a non-exclusive, cost-free license to utilize your user content. Whether or not it is visible to other users, access, use, reproduce, modify, adapt, publish, translate, distribute, copy, and display such user content globally in any format, media, or technology now known or subsequently invented.
Additionally, you grant the right to any other user to read, copy, access, store, or reproduce said User Content for their personal use. You agree that we may link such User Content to your name and other submitted personal information. You hereby affirm and guarantee that.
(a) You own or otherwise control all of the rights to the User Content that you Post;
(b) You only post-factual, accurate user content.(c) Your posting of User Content is in accordance with these Terms and all relevant laws.
To be clear, User Content does not contain any files that a Customer or User uploads to any SignDocs Service account environment for processing.
2.3.2. Screening & Removal. You acknowledge and agree that while we are not required to pre-screen User Content before it is posted on the Site, we may choose to do so at our discretion. Furthermore, you acknowledge and agree that, in our sole discretion, we reserve the right (but are under no obligation to) reject, move, edit, or remove any User Content posted to the Site. We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable, in addition to the rights previously specified. You acknowledge and agree that we do not examine, ratify, certify, or endorse User Content. You further recognize that you must assess user content’s risks and rely on its correctness, clarity, or appropriateness.
3. USE REGULATIONS FOR THE SITE
3.1. You expressly undertake by using the Site that you will not take part in any activity or send any material that, in our sole judgment:
3.1.1. Breaches all applicable laws and regulations at the federal, state, and municipal levels and is unlawful;
3.1.2. Encourages illegal behavior or talks about it intending to engage in it;
3.1.3. Breaches any intellectual property or other proprietary rights of a third party, such as, but not confined to, any freedom of publicity or privacy, Copyright, a trademark, a patent, a trade secret, or any other similar right;
3.1.4. Anticipate that is offensive, dangerous, threatening, abusive, harassing, tortuous, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, factually inaccurate, violent, or advocating violence;
3.1.5. Conflicts with anybody else using or enjoying the Site properly;
3.1.6. Pretenses of becoming someone or something else;
3.1.7. Use of the Site for spam, surveys, competitions, investment schemes, or other types of advertising is of commercial interest and violates these Terms;
3.1.8. Keeps claiming, misleading, or fails to disclose your connection to another individual or organization;
3.1.9. Attempts to access or makes use of a customer’s SignDocs Services account without that customer’s consent;
3.1.10. Distributes software, hardware, or electronic communication device malfunctioning codes, files, or programs, such as computer viruses or other malicious software;
3.1.11any aspect of the site’s functionality, or the servers or networks linked to it, is impaired, interfered with, made unavailable, overburdened, or damaged; The usability or function of any features of the Site, or the servers or networks connected to the Site, is hampered, disrupted, rendered inoperable, overloaded, or destroyed;
3.1.12 “Hacks” or gains unauthorized access to any of our or another user’s private or personal information;
3.1.13. Fraudulently requests sensitive or personal information from other users, such as passwords, credit card numbers, or addresses;
3.1.14. Attempts to, without our consent and only to the extent expressly permitted by these Terms or by applicable law, reverse engineer, disassemble or otherwise attempt to obtain source code from the Site;
3.1.15. Eliminates, evades, deactivates, damages, or otherwise tampers with security-related or usage restriction-enforcing measures on the website;
3.1.16. Uses automated or manual methods to break the limitations in any robot exclusion headers on the Site, if applicable, or gets around or around any security measures put in place to prohibit or restrict access, for instance, by indulging in activities like “screen scraping,” “database scraping,” or any other action to acquire user lists or other details;
3.1.17. Any materials or content on the Site are modified, copied, scraped or crawled, displayed, distributed, published, licensed, sold, rented, leased, lent, transferred, or otherwise commercialized;
3.1.18. Downloading, posting, transmitting, performing, reproducing, broadcasting, duplicating, uploading, obtaining licenses for, creating derivative works from, offering for sale, or distributing content or other information found on or obtained from or through the Site is expressly prohibited unless otherwise explicitly allowed by these Terms or with SignDocs’ prior written permission;
3.1.19. Appears to be trying any of those, as mentioned earlier.
Please get in touch with us here if you think any conduct by a person or organization, or content on the Site, breaches the prohibitions mentioned above.
3.2. The Site may not be framed, have pop-up windows above it, or have its page displays altered in any other way. You are permitted to link to the Site, but only if you acknowledge and agree that you won’t use the link to access any websites that are inappropriate, profane, defamatory, causing infringement, obscene, indecent, or unlawful, or that violates any third party’s intellectual property, proprietary, privacy, or publicity rights. Your use of and access to the Site may be immediately terminated for any violation of this provision, at our sole discretion.
3.3. You agree that we are not required to check for compliance with these Terms during your or anyone else’s access to or use of the Site, and we are also not required to review or modify any content. However, unless specifically stated otherwise herein, we reserve the right to do so in order to operate and enhance the Site (including without limitation for fraud prevention, risk assessment, investigation, and customer support purposes), to verify that you are abiding by these Terms, and to satisfy any applicable law or the order or requirement of a court, settlement agreement, administrative body, or other ruling organization.
4.1. SignDocs Privacy Notice. Except in the situations described in these Terms or any applicable Corporate Terms, you acknowledge and agree that the information you provide to us or that we collect will be treated and used in accordance with the SignDocs Privacy Notice.
4.2. Transparency & Accessibility: Unless otherwise specified in these Terms or the relevant Corporate Terms: (I) When we believe in good faith that accessing, preserving, or sharing any of your information is reasonably required to investigate, stop, or take action regarding potential criminal conduct or to comply with the legal procedure (such as a subpoena or other legal process), we may do so; and (II) We may also disclose your information when there may be dangers to someone’s physical safety, when someone is breaking the law, or when we are otherwise acting in the interest of the people.
4.3.1. Data Generally. You are accountable for any data you use or submit concerning the Site (including SignDocs Services). You are solely responsible for evaluating whether the Site is appropriate for use by your company or organization and for adhering to any rules, laws, or conventions that may be relevant to the information you supply and your use of the Site.
4.3.2. Personal Data. You warrant that the collection and use of any personal information or data you submit while using the Site will comply with all applicable data protection laws, rules, and regulations. Except as expressly provided otherwise in these Terms, you acknowledge that you understand and agree that we may process such personal data in line with the SignDocs Privacy Notice.
4.3.3. Usage Data. We may gather and use data, information, or insights (“Usage Data”) generated or derived from the Site for our business objectives, such as market research, analytics, industry analysis, benchmarking, product and service development, and training. To achieve this, SignDocs will first de-identify and anonymize all Usage Data to prevent the identity of Users, Customer Data, or Customer Confidential Information. Then, SignDocs will only reveal such Usage Data in aggregate form.
4.4. Site Visitor. By using the Site, you represent and warrant to us that (a) you have the rights, permission, and capacity to use the Site in accordance with these Terms and to grant the rights granted hereunder; (b) all information you provide to us (including posting to the Site) is true, accurate, and correct; and (c) you will not attempt to gain unauthorized access to the Site, computer systems, or networks under our control or obligation by hacking, password stealing, or any other illegal means.
5.1. Scope. For SignDocs Confidential Information
(a) We don’t make any written materials, documents, or information about the Site available to the public.
(b) The SignDocs Services solely, excluding any information you submit to them for processing.
c) any additional details we may disclose orally or in writing that are marked as secret or proprietary at the time of disclosure or that, in the circumstances, a reasonable person would understand; and
(d) a change to these terms and conditions that both you and we agree to.
Information that is not considered confidential shall not be included:
(i) Widely known to the public without your fault or a violation of these Terms by you.
(ii) Had no limitations on use or disclosure at the time of disclosure and was lawfully in your possession.
(iii) Was independently created by you without the use of our Confidential Information; or
(iii) Was legitimately acquired by you from a third party who was not subject to an obligation of secrecy and who did not place any limitations on use or disclosure.
5.2. Restricted Use and Nondisclosure. You agree to adhere to the following obligations concerning our confidential information both during and after the term:
(a) Use it only for the intended purpose
(b) With the exception of your affiliates, attorneys, auditors, consultants, and service providers who are obligated to maintain the confidentiality of the information in accordance with this Agreement, do not disclose it to anyone unless necessary.
(c) Safeguard such confidential information.
5.3. Required Disclosure. Unless a legal or administrative process prohibits you, you will promptly notify us in writing if you are required to disclose our confidential information
5.4. Ownership. Regardless of any other clause in these terms, you agree that we are the exclusive and exclusive owners of all our confidential information, including any copies you may have in your possession or under your control in any media. Nothing within these Terms confers you any royalty, title, or interest in or to any of our Confidential Information except as expressly provided in these Terms. If you use our sensitive information in your own works, the information will still be confidential.
6. TERM AND TERMINATION
6.1. Termination. By suspending all future Site usage, you may stop using it at any time. SignDocs reserves the right to suspend or terminate your use of the Site as a Website Visitor at any time and for any reason, including a violation of these Terms, including by denying you the Site’s access. The Service Schedules below outline how to stop using SignDocs Services as a Customer.
6.2. Effect of Termination. Upon the expiration or termination of these Terms for whatever reason:
(a) You shall still be liable to us for all obligations that you had before the expiration or termination date;
(b) Following these Terms, any license and usage rights granted to you concerning the Site, including any rights to any intellectual property therein or to that, are immediately terminated;
(c) Our duty to allow you any additional access to the Site under these Terms shall immediately expire, with the exception of those rights that are specifically indicated to be supplied after the expiration or termination of these Terms. and
(d) The provisions of Section 2 (Ownership), Section 3 (Restrictions on Use of the Site), Section 4 (Privacy), Section 5 (Confidentiality), Section 6.2 (Effect of Termination), Section 7 (Warranties and Disclaimers), Section 8 (Indemnification Obligations), Section 9 (Limitations of Liability), Section 10 (General), and Section 11 (Supplemental Terms in Certain Countries) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits to these Terms.
7. WARRANTIES AND DISCLAIMERS
7.1. WE ARE PROVIDING THE WEBSITE AND ANY INFORMATION TO YOU “AS IS” AND “AS AVAILABLE.” USING THE WEBSITE AND ANY INFORMATION FOUND THEREON IS DONE SOLELY AT YOUR OWN RISK. THE SIGNDOCS PARTIES (COLLECTIVELY, THE “SIGNDOCS PARTIES”), INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, STOCKHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSEES: (A) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND ABOUT ANY MATTER, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY
(c) ABROGATE TO THE FULLEST EXTENT ALL IMPLIED CONDITIONS OF RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (C) DISCLAIMS ANY WARRANTY THAT THE INFORMATION OR THE SITE WILL BE ACCURATE, TIMELY, OR ERROR-FREE, OR THAT IT WILL MEET YOUR REQUIREMENTS. YOU ALONE ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE AND/OR INFORMATION.
7.2. THE SIGNDOCS PARTIES DO NOT WARRANT OR REPRESENT THAT THE SITE OR INFORMATION HAS BEEN OR WILL BE PROVIDED WITH SUFFICIENT SKILL, CARE, OR DILIGENCE OR AS TO THE ACCURACY THEREOF AND DO NOT ASSUME ANY RESPONSIBILITY FOR ANY:
(I) INACCURACIES, MISTAKES, OR ERRORS ABOUT THE WEBSITE OR INFORMATION;
(II) ANY FORM OF PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE WEBSITE OR INFORMATION OR YOUR ACCESS TO IT;
(III) UNAUTHORIZED USE OR ACCESS TO OUR SITE’S DATA, INCLUDING ALL PERSONAL INFORMATION AND FINANCIAL DATA STORED THERE;
(IV) INTERRUPTION OR CEASE OF TRANSMISSION TO OR FROM THE SITE;
(V) ANY TROJAN HORSES, BUGS, VIRUSES, OR THE LIKE THAT MIGHT BE INTRODUCED TO OR TRANSMITTED THROUGH THE WEBSITE AS A RESULT OF THIRD PARTIES’ ACTIONS;
VI) ANY LOSS OF DATA OR OTHER CONTENT FROM THE WEBSITE; OR
(VII) ANY ERRORS OR OMISSIONS IN YOUR INFORMATION OR CONTENT AND ANY LOSSES OR DAMAGES OF ANY KIND RESULTING FROM THE USE OF ANY POSTS, EMAILS, TRANSMISSIONS, OR OTHER MATERIALS MADE AVAILABLE ON THE SITE. YOU WILL NOT BE PERMITTED TO REPRESENT OR WARRANT ANYTHING ON BEHALF OF SIGNDOCS TO ANYBODY ELSE. GIVEN THAT SOME STATES AND JURISDICTIONS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE RESTRICTED TO THE MAXIMUM EXTENT AND FOR THE SHORTEST WARRANTY PERIOD PERMITTED UNDER THE APPLICABLE MANDATORY LAW.
7.3 NO ACTIVITIES BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES WILL BE PARTICIPATED IN OR IN ANY WAY BE CONTROLLED BY THE SIGNDOCS PARTIES. YOU ARE SOLELY RESPONSIBLE FOR ANY INTERACTIONS OR COMMUNICATIONS YOU HAVE WITH OTHER PEOPLE; THE SIGNDOCS PARTIES DO NOT GUARANTEE, ACTUALLY SUPPORT, WARRANT, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED AS A RESULT OF YOUR USE OF THE SITE.
7.4 In some areas, it is illegal to exclude any guarantees or to restrict or eliminate liability for incidental or consequential losses, as in Section 7 or Section 9 below. As a result, you can be exempt from some of these restrictions. The restrictions in Sections 7 and 9 explicitly do apply to you if you live in New Jersey or another state that allows the exclusion of certain warranties and obligations.
8. RESPONSIBILITIES FOR INDEMNIFICATION
8.1. You acknowledge that it is your responsibility to defend, hold harmless, and indemnify us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents from and against any and all third-party claims, liabilities, damages, and costs (including but not limited to attorneys’ fees), as applicable:
(a) Your access to and use of the Site (including the SignDocs Services);
(b) Your breach of these Conditions;
(c) Your breach of any other rights, including intellectual property rights, of another individual or group;
(d) The kind and content of any files, information, or other materials you upload to the Site (including through the SignDocs Services);
(e) Any goods or services you acquire from the Site through purchases or other means by you (including the SignDocs Services).
8.2. Without your consent, we still reserve the exclusive right to adjudicate, settle, and pay any and all claims or causes of action brought against us. You agree to assist us in defending against these allegations, and we reserve the right to take full control of the defense and management of any case for which you are obligated to defend us on your own. Without first receiving our explicit approval, you agree not to resolve any case in which we are listed as a defendant and/or for which you are obligated to provide indemnification. As soon as we become aware of any such claim, action, or proceeding, we will make a reasonable attempt to let you know about it.
1. LIMITATIONS OF LIABILITY
9.1. Disclaimer of Consequential Damages.
9.1.1. NEVERTHELESS, SIGNDOCS WILL NOT TAKE ANY RESPONSIBILITY FOR ANY CONTRADICTORY FACTOR IN THESE TERMS AND CONDITIONS IN ANY SITUATION. THE SITE SHALL NOT BE RESPONSIBLE TO YOU FOR ANY DIRECT, INDIRECT, SIGNIFICANT, ANCILLARY, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY HARM ORIGINATING OUTSIDE FROM OR ASSOCIATED WITH THE USE OF THE SITE OR COMMUNICATION WE PROVIDE YOU, INCLUDING, BUT NOT CONSTRAINED TO, POSITIVE REPUTATION, GENERAL STRIKE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF WE HAVE.
9.1.2. IN NO CASE SHALL THE SIGNDOCS PARTIES BE ACCOUNTABLE TO YOU FOR ANY DIRECT, INDIRECT, ACCIDENTAL, SPECIAL, SEVERE, OR CATASTROPHIC CONSEQUENCES OF ANY KIND, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW:
(a) UTILIZING THE WEBSITE OR RECEIVING INFORMATION FROM U
(b) MISPRINTS, INACCURACIES, OR ERRORS IN THE SITE OR INFORMATION;
(c) DAMAGE TO PROPERTY OR PERSONAL INJURY OF ANY KIND ARISING OUT OF YOUR ACCESS OR USE TO THE WEBSITE OR DATA;
(d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE OR ITS CONTENTS, INCLUDING ANY AND ALL PERSONAL DATA AND/OR FINANCIAL DATA STORED THERE;
(f) ANY TRANSMISSION INTERRUPTION OR CESSATION TO OR FROM OUR SERVERS;
f) MUST The THIRD PARTY INFECT THE WEBSITE WITH ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR MALWARE?
(g) IN THE EVENT THAT THE SITE LOSES ANY OF YOUR DATA OR USER CONTENT;
(h) ANY INACCURACIES OR DISCREPANCIES IN ANY OF YOUR DATA OR USER CONTENT, OR FOR ANY DAMAGE OR LOSS OF ANY KIND RESULTING FROM YOUR UTILIZATION OF ANY CONTENT POSTED, TRANSFERRED, OR ELSE PROVIDED PUBLIC VIA THE SITE, EITHER BASED ON MERCHANTABILITY, CONTRACT, TORT, INCLUDING BREACH, OR ANY OTHER LEGAL CONCEPT.
9.1.3. Some countries and jurisdictions do not allow the restriction or exclusion of consequential, direct, indirect, or other damages in contracts with consumers, therefore if you are a consumer, the restrictions or exclusions in this Section 9.1 may not apply to you.
9.2. Cap on Damages: REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF THE SITE, OR INFORMATION WE SUPPLY YOU WILL NOT EXCEED US$100. WHICHEVER IS GREATER: $100 OR THE TOTAL AMOUNT YOU PAID TO SIGNDOCS FOR THE SIGNDOCS SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY? THIS LIMIT SHALL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM. AS EXPRESSLY OUTLINED IN THE APPLICABLE SERVICE SCHEDULE BELOW, ADDITIONAL OR DIFFERENT LIABILITY AMOUNTS MAY APPLY. RESOLVING ANYTHING TO THE CONTRARY IN THE PRIOR, THIS SECTION 9.2 SHALL (I) APPLY ONLY TO THE EXTENT PERMITTED BY PRODUCT LIABILITY LAW; AND (II) SHALL NOT APPLY IN THE EVENT THAT PERSONAL INJURY OR DEATH HAS BEEN CAUSED BY SIGNDOCS Deliberately OR BY SIGNDOCS’S GROSS NEGLIGENCE.
9.3. Independent Allocations of Risk. Each clause in these Terms that limits liability, disclaims warranties or excludes damages reflects an agreed-upon division of the risks associated with these Terms between the parties. This allocation is a crucial component of the basis of the parties’ agreement. Each of these clauses is independent of the other clauses in these terms and is severable, so they apply even if the warranties in these clauses have been ineffective for the original intention.
9.4. Jurisdictional Limitations.
9.4.1. Parts of the following limitation may not apply to you because some states and jurisdictions do not permit a limitation of responsibility or caps on damages in certain circumstances. When that occurs, these exclusions and limits will be in effect to the fullest degree permitted by the relevant obligatory law (and our liability shall be limited or excluded as permitted under applicable mandatory law).
10.1. Third-Party Content. Links to other third-party websites, services, or resources that are not within our control may be offered by us or by third parties. As a result of this, you relinquish any claim you may have against us for any third-party services, and we make no assurances regarding the caliber, suitability, usefulness, or legality of any third-party content to which links may be provided. SIGNDOCS IS NOT RESPONSIBLE FOR USER-POSTED CONTENT OR THE CONTENT ON THE INTERNET OR WEB PAGES LOCATED OUTSIDE THE SITE. The terms, conditions, warranties, and representations associated with any correspondence or business dealings you have with, or participation in promotions from, advertisers or partners that you find on or through the Site, including payment and delivery of related goods or services, and any other issues pertaining to such dealings, are solely between you and such advertiser or partner. You acknowledge and agree that we shall not be held responsible or liable, directly or indirectly, for any loss or damage resulting from any such dealings or the presence on the Site of such advertising or third-party links or resources.
10.2. Relationship. SignDocs and you are both independent contractors and never each other’s agents or representatives. A joint venture, partnership, or franchise between the parties is not intended to be formed by these Terms. These Terms are not beneficial and cannot be enforced by third parties. These Terms do not benefit any third parties. Without our prior written consent, you are not allowed to claim to be our agent or to have any other authority to bind or obligate us in any way.
10.7. Mandatory Arbitration, Waiver of Class Actions. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
10.7.1. You acknowledge that the Federal Arbitration Act will be used to interpret and enforce the arbitration provisions of these Terms as they relate to interstate commerce. This Section 10.7 is meant to be broadly construed and applies to any and all disagreements between us, including but not limited to claims arising out of or relating to any aspect of our relationship, whether those claims are based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that originated before these Terms or any prior; and claims that may arise after the termination of these Terms. Only certain intellectual property lawsuits, as described below, are exempt from this broad restriction.
10.7.2. Initial Dispute Resolution. Arbitration is not necessary to settle most disputes. Before initiating any formal action, you agree to contact us at firstname.lastname@example.org with a brief written statement of the disagreement and your contact information. This is true in the event that you have a dispute with us (including your username if your dispute relates to a SignDocs Services account). You and we agree to make reasonable faith attempts to resolve any disputes, claims, questions, or disagreements directly by consultation with us, except for intellectual property. Good faith negotiations must take place before any party can file a lawsuit or request arbitration.
10.7.3. Binding Arbitration. In the circumstance that informal dispute resolution under the Initial Dispute Resolution provision above does not result in an amicable resolution between the parties within thirty (30) days from the time informal dispute resolution is commenced, either party may commence binding arbitration as the exclusive procedure for resolving disputes (except as given below) subject to these Terms. The JAMS Simplifies Arbitration Procedure Rules for claims under $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims over $250,000 in existence at the time the arbitration is started shall govern the final resolution of all claims arising out of or relating to these Terms, the relationship between the parties, and/or your use of the Site or information we provide.
10.7.4. Arbitrator’s Powers. The arbitral tribunal shall have exclusive power to define any disputes made according to the validity, legality, execution, or formulation of these Terms, including but not limited to any claim that all or any part of these Terms is void or unenforceable, whether a claim is entitled to arbitrate, or the issue of waiver by litigious action. The arbitrator shall have exclusive authority to settle all such issues and not any federal, state, or municipal court or agency. The arbitrator shall have the authority to award any relief that would be permitted by law or equity in a court. The arbitrator’s decision must be in writing, be legally binding on the parties, and be admissible as evidence in any court with appropriate jurisdiction.
10.7.6. Fees & Costs. If the amount of your claims is under US $5,000.00, then:
(a) You are free to select whether your participation in the arbitration will be based on the papers the arbitrator has been presented, through a telephone hearing, or by an in-person hearing;
(b) Unless the arbitrator finds that your claims are frivolous, SignDocs shall reimburse your filing fees up to a maximum of US $1,500.00; and
(c) SignDocs won’t ask for costs or attorney’s fees unless the arbitrator finds that your claims are baseless. Except as otherwise provided in the arbitration rules and/or the applicable law, you are responsible for paying your own legal fees.
10.7.7. No Jury Trial. The parties acknowledge that, in the absence of this provision requiring arbitration, they would be entitled to file a lawsuit and have a jury trial. They also recognize that, in some cases, the expenses of arbitration can be higher than the costs of the lawsuit and that the privilege to disclosure might be more restricted in arbitration than in courts.
10.7.8. Venue. You and SignDocs will submit to the personal jurisdiction of any federal or state court in San Francisco, California in order to force arbitration, stay the litigation while a dispute is resolved through arbitration, or uphold, modify, revoke, or declare judgment on the arbitrator’s award. The arbitration will be started and completed there.
10.7.9. Class Action Waiver. The disputing parties reserve their right to bring a class action or seek relief on behalf of a group of people, and they further agree that the arbitration will be conducted solely in each party’s individual capacity and not in the capacity of a class action or other representative action. SIGNDOCS AND YOU ACKNOWLEDGE THAT BOTH WILL COLLECT CLAIMS TO THE OTHER SOLELY INCLUDING ITS OR YOUR PERSONAL ABILITY AND NOT AS A CLAIMANT OR CLASS MEMBER IN ANY IMPLIED CLASS OR JOINT HEARING. The arbitration clauses listed above shall be considered invalid and impossible to enforce to their full extent, and the parties will be considered not to have negotiated to adjudicate conflicts if any court or arbitrator decides that the class action waiver set forth in this paragraph is voidable for any rationale or that an arbitral tribunal can move ahead on a class basis.
10.7.10. Exception: Litigation of Intellectual Property. Despite the parties’ agreement to arbitrate all disputes, either party may pursue enforcement actions, validity rulings, or claims arising from or related to intellectual property theft, piracy, or unauthorized use in any state or federal court or other governing body or authority with legal jurisdiction over such disputes, or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property ” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
10.7.11. Survival. If you stop using the Site or the information we provide, this section on mandatory arbitration and class action waiver will remain in effect.
10.8. Entire Terms. The contract between you and SignDocs about the SignDocs Service rendered under these Terms is expressed in full, in total, and only in these Terms, including the wording and paragraphs that precede Section 1. Regarding the subject matter hereof, these Terms supersede any prior oral or written communications (including any confidentiality agreements about the Site (including the SignDocs Services) under these Terms). The parties waive any reliance on such prior oral or written communications. They take precedence over any other terms you may attempt to impose or incorporate or which may be implied from trade, custom, practice, or course of trying to deal. Any additional or contradictory terms included in a purchase order or other ordering documents provided by you are, as a result of this, rejected by SignDocs, which only accepts conditions based on the terms and conditions of these Terms as provided by SignDocs. Except as provided in these Terms, no modification or amendment of these Terms shall be binding unless in writing and signed by an authorized representative of the party being asserted as the subject of the change or amendment. In the event of a contradiction or a conflict, the following takes precedence in declining order of control: (a) the Subscription Plan; (b) any attachments or appendix (ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.
10.9. Governing Law & Venue. Despite regard to its choice of law provisions to the contrary, these Terms shall be interpreted, construed, and enforced in all respects under the laws of the State of California, U.S.A. You and SignDocs concur that SignDocs is the promoter of these Terms to determine the applicable law. Even though you and SignDocs have agreed to arbitrate disputes, either party may apply to a court in San Francisco, California, for any interim or preliminary injunctive relief required to defend the party’s rights or property while the arbitration is ongoing. You and SignDocs consent to the exclusive jurisdiction of and Venue in any court with jurisdiction over you in San Francisco, California, United States of America.
10.10. Language and Translations. Translations of these Terms and other terms or policies may be available from SignDocs. In case of a discrepancy or contradiction between a translation and the English version, the English version shall govern. Translations are given for informative reasons only.
10.11. Waiver. The waiver of one breach of these Terms by you or SignDocs does not apply to subsequent breaches. Any party to these Terms who fails to insist on strict observance of any covenant or obligation arising from these Terms will not be deemed to have waived the right to do so in the future or to have modified these Terms.
10.12. Severability. If any part of these Terms is found to be invalid, illegal, or unenforceable, the remaining parts shall remain in full force and effect. If any material restriction or limitation on the license granted to you under these Terms is found to be illegal, unenforceable, or invalid, the license shall terminate immediately.
10.13. How to Contact Us. Contact SignDocs if you have any questions about the Site or the Terms, pricing, grievances, or other questions.
Supplemental Term In Certain Countries
The provisions below also apply to you if you live in one of the following nations or areas. When the provisions below contradict those in the main part of the Terms above, the provisions below take precedence to the degree of the contradiction.
If you live in California, you are waiving California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of execution of the release, which if known by him must really have the level of service his peace agreement with the debtor. This publication involves other people’s criminal activity.
11.2. New Jersey.
The restrictions in Section 9 explicitly do applicable to you if you reside in New Jersey.
SignDocs shall be entirely liable for any damages resulting from injury to life, body, or health caused by SignDocs if you are a resident of Austria and you have your primary place of residence there. SignDocs shall not be liable for failure to produce economic results, loss of profit, or indirect damages in the event of liability for slight negligence. Instead, SignDocs shall only be liable for the violation of a material obligation (referred to as a “Cardinal Duty”), and any such liability shall be limited to usual, foreseeable damages. In this Section 11.3, “Cardinal Duty” means a duty that must be satisfied in order for these Terms to be carried out and upon the performance of which the contracting party may rely. Nothing in these Terms affects your rights under applicable Austrian legislation if you are a consumer, and these Terms will be interpreted, construed, and enforced in compliance with those requirements. In spite of Sections 10.7 and 10.9 above, consumers may file a claim with Austria’s competent courts to enforce their rights under these Terms. You cannot sign a contract with SignDocs for the SignDocs Services if you fall under the definition of a consumer under the Consumer Protection Act (“KSchG”).
If you live in Belgium, SignDocs will not be liable to you for any losses resulting from or connected to any transactions or uses of the Services contemplated by these Terms, unless there is willful or wanton misconduct (including on the part of its employees or agents) or a breach of a party’s material contractual obligations in the absence of unforeseeable circumstances. Despite Section 10.4, you are allowed to transfer your rights or duties under these Terms as long as you give SignDocs a 30-day written notice beforehand.
If you have a place of residence in Germany, SignDocs will bear full responsibility for any damages resulting from willful or gross negligence on their part as well as any harm to a person’s life, body, or health. SignDocs shall not be liable for failure to produce financial results, loss of revenue, or indirect damages in the event of legal responsibility for slight irresponsibility; rather, SignDocs shall only be liable for violation of a material obligation (referred to as a “Cardinal Duty”), and any such liability shall be limited to usual, foreseeable future losses. An obligation that must be fulfilled in order for these Terms to be performed, and on the accomplishment of which the signatory may thus depend, is referred to as a Cardinal Duty in this Section 11.5. If you are a consumer, nothing in these Terms affects your rights under mandatory German law, and these Terms shall be interpreted, construed, and enforced in line with mandatory German consumer protection law. If you are a consumer, you may appeal to the German courts over the enforcement of your rights under these Terms despite Sections 10.7 and 10.9 above.
SCHEDULE 1 ADDITIONAL TERMS FOR SIGNDOCS SERVICES
The terms listed below apply to each of the separate SignDocs Services:
a. SignDocs eSignature. If you are using SignDocs eSignature, you agree to the Terms of the Service Schedule 2 below.
b. Early Access Program(s). By participating in an Early Access Program, you agree to its Terms and Conditions and Service Schedule 3 below.
a. “Account” refers to a special account that the Customer creates to allow its Authorized Users to login to and use the SignDocs Service.
b. “Authorized User” is any individual who is a natural person and who has been registered or given permission by a Customer to use the SignDocs Services regardless of whether they are an employee, business partner, contractor, or agent of a Customer, in compliance with these Terms, up to any maximum number of individuals or uses indicated at the time of purchase (where relevant).
c. “Signer” refers to a person chosen by an Authorized User to access and/or act on documents (described below) supplied to that person using SignDocs eSignature.
d. “Documentation” relates to all printed documents, user guides, and other materials that we provide that are related to the SignDocs Services. This term does not include any software code or other information that is typically covered by a commercial license but is instead provided by SignDocs with regard to SignDocs Services. The documentation includes, but is not limited to, the technical and functional documentation for the subsequent SignDocs Services.
3. RIGHTS TO USE AND ACCESS
a. Utilization Need: You represent and warrant that you are:
(a) Capable of accepting these Terms on behalf of your company or business and of legal age (18 years of age or older or, if not, of legal age in your local jurisdiction.
(b) You are not and will not be national or resident of, or based in, a nation or territory that the United States has embargoed, as well as you are not a forbidden end user in accordance with Trade Sanctions (as described in section 10.3). You agree that if you are unable to make these representations, you are not entitled to use the Site. You are not allowed to use the Site or use the SignDocs Services if SignDocs has already barred you from doing so. You promise that if you are accepting these terms on behalf of a business or other entity, you are authorized to do so and have the authority to bind that business or other entity to these terms (except for this clause, any references in these Terms to “you” or “your” shall be deemed to include such business or individual).
b. Customer Responsibilities. Customers are accountable for all SignDocs Services usage related to their account;
(c) Keeping the confidentiality of their Account names and password(s) is completely the responsibility of the customer;
(d) Customers consent to alert SignDocs right away of any suspected illegal use of their account;
(e) Customer acknowledges that SignDocs is not responsible for any losses sustained as a result of a third party using its account, whether or not the third party used the account with the customer’s knowledge or approval;
(f) The customer will only use the SignDocs Services in compliance with the law and for legal purposes.
c. Limited License. We hereby grant you a limited, non-exclusive, and non-transferable licence to direct connections and navigate the Site primarily in conformity with the written agreement of these Terms and any pertinent paid Customer plan that allows registration of an Account for the use of a SignDocs Service (“Subscription Plan”), as applies. The Site may not be used for any illegal activity or in a way that violates the terms of these Terms, nor may you authorize others to do so. Without SignDocs’ specific, thorough, written permission and only for the purposes outlined in that consent, you are not permitted to use the SignDocs Services if you are or become a direct competitor of the company. SignDocs permits you to view, copy, and download items and content on the Site on a non-exclusive, non-transferable, and restricted premise unless explicitly prohibited by these Terms: (a) maintain all copyright and other property notices on the materials and information; (b) only use them for internal, noncommercial use or in accordance with any applicable Subscription Plan, or for personal use; and (c) comply with all relevant laws and regulations; and(c) Do not alter them in any way that is not mandated by law. Each distinct Subscription Plan has limitations and conditions that specify the features that the Customer may use. If you breach any of the license terms in this Section 3, your right to use the Site may be abruptly rejected, and, based on the circumstances, you may also be found liable for copyright violation or other claims.
d. This Section 3 will remain in effect even if the Terms are terminated or expire.
4. LIMITATIONS ON USE OF THE SIGNDOCS SERVICES
a. Additionally, with regard to the SignDocs Services, customers shall not, and shall not allow anyone to, do the following:
i. Utilize the SignDocs Services or grant access to them in a way that violates contractual usage limitations or exceeds approved use or usage metrics outlined in these Terms, any applicable Subscription Plan, or SignDocs’s
ii. Other than as expressly permitted in these Terms, license, sublicense, sell, resell, rent, lease, transfer, distribute, or time-share any portion of the SignDocs Services or the then-current Documentation for access by third parties; or
Utilize the SignDocs Services to benchmark or gather data for a good or service;
iii. Use the SignDocs services or documentation in order to:
(i) Creating or running goods or services meant for third-party distribution in opposition to the SignDocs Services; or (ii) giving a SignDocs direct rival access to your Account.
5. TERMS SPECIFIC TO SIGNDOCS SERVICES
a. Right to Use SignDocs Services. In keeping with each Customer’s Subscription Plan, SignDocs will provide its SignDocs Services to Customers under these Terms. For the duration of the Term, SignDocs hereby provides each Customer a constrained, non-exclusive, non-transferable right and license to:
Users of Customer. The Authorized User may only access or use the SignDocs Services in order to support Customer’s internal business requirements, and only if the Authorized User is an employee of Customer or is otherwise subject to confidentiality and other obligations with Customer that are at least as stringent as those in these Terms.
ii. Account Administrator. Customer may designate and specifically permit an Authorized User (or users) to act as its agent for administering the Customer’s Account, which could entail without restriction, defining administrative parameters, granting accessibility and use authorization, seeking additional or unique services, offering use and performance records, managing templates, carrying out authorized campaigns and events, aiding in third-party product integrations, accepting notices, disclosing information, and other communications. The customer may designate one or more individuals to operate as its Account Administrator(s), and it is always free to change this designation through its Account.
b. Terms OF Payment.
i. Subscription Plan. The pricing, features, and options of the SignDocs Services shall be determined in accordance with the stated Subscription Plan and any modifications requested by the Customer. To the maximum capacity authorized by relevant laws, SignDocs is entitled to alter the rates for or modify the features and options in a certain Subscription Plan without prior notice. SignDocs does not guarantee or ensure that a given Subscription Plan will be available permanently.
ii. No Refunds. All fees related to the Customer’s Subscription Plan, Account, or usage of the SignDocs Services, including but not limited to Authorized Users, must be paid to SignDocs in a reasonable timeframe. Except as made clear in these terms or as otherwise agreed to by the parties, CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE. The charges connected with pre-paid subscription plans will be levied upfront to the consumer. Except as otherwise provided in the Subscription Plan, charges for one-time purchases and regular Subscription Plan payments will be billed in arrears.
iii. Recurring Charges. You must submit correct and accurate information for a legitimate payment method that you are allowed to use when you buy a Subscription Plan. Your Subscription Plan will be billed either through the payment option you designate, such as a credit card, or through a middleman like iTunes, Google Play, or another app store of a like nature (“App Store”). Any time the customer’s billing address changes, they must promptly notify SignDocs and update their account with the new information. THE CUSTOMER GRANTS SIGNDOCS OR ITS AGENT PERMISSION TO REGULARLY CHARGE ITS PAYMENT METHOD (E.G., MONTHLY OR ANNUAL) BASIS BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN (“AUTHORIZATION”) FOR: (a) THE APPROPRIATE SUBSCRIPTION PLAN FEES; (b) ALL APPLICABLE TAXES; (c) ANY OTHER FEES ASSOCIATED WITH THE USE OF THE SIGNDOCS SERVICES BY THE CUSTOMER. The Customer may cancel the Authorization in accordance with Section 5 of these Terms at any time during the applicable Subscription Term and any Renewal Term (each as described in Section 5(d) (i), below).
iv. Late Fees & Collection Costs. The customer commits to pay all monies owed immediately upon demand if SignDocs does not receive payment from Customer’s chosen payment method. Finance costs of 1.5% of the outstanding debt per month or the greatest rate permissible by applicable legislation, whichever is smaller, will be applied to any payment that is not paid when due. From the due date until the date of payment, these costs are calculated and compounded daily. The customer shall be responsible for paying any fees or costs (including but not limited to reasonable attorneys’ fees) incurred by SignDocs to recover any payment that is not paid when due. SignDocs is free to accept payments in any quantity without compromising its ability to recover the remaining balance of the debt or exercise any other available rights or remedies. Payments owed to SignDocs cannot be withheld by the customer or offset in any way against amounts owed to or claimed to be owed by SignDocs.
v. Invoices. SignDocs will deliver invoicing and usage data in the format we specify, which may occasionally change. Even if it has already sent out an invoice, SignDocs has the right to amend any inaccuracies or mistakes that it finds. The payment was made to the client. The customer undertakes to report any billing issues or inconsistencies to us within thirty (30) days of the time they are first noted on your invoice. The customer agrees to give up the right to contest any faults or discrepancies if they are not brought to our attention within thirty (30) days.
vi. Billing Cycles. The dates at which billing cycles conclude can fluctuate. We reserve the right to prorate payments when a billing cycle is shorter or longer than a full month. The client understands that we reserve the right to combine charges incurred throughout the course of a billing cycle and submit them as one or more aggregate charges at any time during or after the cycle (at our discretion). The customer is also aware that we reserve the right to defer asking authorization or payment from the customer’s payment card company or the App Store until the submitted maximum fee (s).
vii. Benefit Programs. Through a corporate or government contract with us, you might obtain or qualify for particular pricing policies, discounts, features, promotions, and other advantages (collectively, “Benefits”) (“Business Terms”). To the fullest extent authorized by applicable laws, any and all such Benefits may be changed or discontinued without prior notice and are only offered as a result of the associated Business Terms. If you use the SignDocs Services and that business or government entity pays your charges or is otherwise responsible for the costs, you authorize us to share your account information with them and/or their authorized agents. You agree to allow us to disclose sufficient account information to confirm your ongoing eligibility for certain Benefits and the Subscription Plan if you are registered in a Subscription Plan or acquire specific Benefits connected to Business Terms with us but are responsible for your own costs.
viii. Tax Responsibility. Any and all taxes, charges, levies, imposts, fines, or other governmental assessments, including sales and use tax, value added tax, goods and services tax, excise tax, business, service, and other similar transaction taxes imposed by any jurisdiction, are expressly excluded from the amounts due under these Terms. Taxes related to the purchase, payment, access, or use of the SignDocs Services should be paid for and borne by the Customer. If SignDocs is required by law to remit any Taxes in connection with the Customer’s purchase of, payment for, access to, or use of the SignDocs Services, SignDocs will include the cost of those Taxes in the amount owed and categories them as necessary. Taxes might be imposed without warning. Unless permitted by law, taxes shall not be debited from payments to SignDocs. In this case, the customer shall increase the amount payable so that, after making all necessary deductions and withholdings, SignDocs obtains and maintains (free of any Tax liability) an amount equal to that which it would have received had such exemptions or tax withholding not been made. The user confirms that SignDocs may depend on the name and address supplied in its registration for a Subscription Plan as the site of supply for tax purposes by signing this agreement. If appropriate, the customer must give SignDocs their VAT, GST, or equivalent tax identification number(s) in order to avoid the imposition of taxes. In keeping with the specified VAT or GST identification number, the Customer shall use the ordered SignDocs Services for the Customer’s commercial usage at the aforementioned location(s) (s). The obligations of the parties under this Section (Tax Responsibility) shall survive the termination or expiration of these Terms.
ix. Billing by an intermediary provider. If your Subscription Plan is based on intermediary provider billing, the cost of the Subscription Plan and any applicable taxes will be deducted from your App Store account each month. If your Subscription Plan payments are past due, we retain the right to terminate your account, limit access to your Subscription Plan, or convert your Subscription Plan subscription to a non-subscription account. You are in charge of paying all past-due sums.
x. Termination. If these Terms expire or are terminated for any reason, the Customer will be responsible for paying all amounts due to SignDocs that have accrued up until the date of the termination or expiration and remain unpaid, including payments for the billing cycle in which termination occurs.
c. As an element of your usage of the SignDocs Services, you can choose to receive text messages (referred to as “SMS Messages”) at the cellphone number you give for authentication, notification, and/or Document delivery. You indicate that you are the mobile service subscriber at the provided mobile number or that you have another written authorization from the subscriber to receive SMS messages at that mobile number in order to utilize the SignDocs Services. By choosing to send and receive SMS messages, you agree that message and data fees may be imposed under the terms of your contract with your mobile operator (“Mobile Service Provider”).You additionally recognize and accept that SignDocs has no control over the network services provided by your mobile service provider, and we are not liable for any problems caused by those services. Any of the following will not subject SignDocs to liability: A failure to transmit any content via SMS Message; a delay in sending an SMS Message; or a service change made by your mobile service provider that affects receiving or sending an SMS Message as part of your usage of the SignDocs Services are all examples of things that could happen.
d. SPECIFIC CAP ON DAMAGES. IGNORING SECTION 9.2 OF THE TERMS, THE TOTAL AMOUNT OF LIABILITY WE SHALL HAVE TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR CONNECTED WITH THE SIGNDOCS SERVICES PROVIDED UNDER THIS SCHEDULE 1 IS $100 USD. (INCLUDING, BUT NOT LIMITED TO, WARRANTY CLAIMS), REGARDLESS OF THE FORUM, AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (WHICH INCLUDE CARELESSNESS), OR ANY OTHER LAWFUL OR EQUALITY CONCEPT, WILL NOT SURPASSED THE TOTAL AMOUNT OF MONEY PAID BY YOU TO SIGNDOCS FOR THE SIGNDOCS SERVICE(S) GIVING RISE TO LIABILITY, OR $100.
e. Special Offers and Free Trials for SignDocs Services.
i. You might be given extra terms and conditions when signing up for a free trial, promotional offer, or another sort of restricted offer for the use of SignDocs Services (“Free Trial”). By reference, all such additional terms and conditions are hereby included into these Terms and are applicable. Any provisions that clash with this Section (Free Trial and Special Offers for SignDocs Services) regarding access and usage of a Free Trial are repealed and do not apply.
ii. SignDocs maintains the right, to the fullest extent authorized by applicable legislation, to shorten or terminate a probationary period without advance notification.
iii. There is a possibility that the free trial version of the SignDocs Services may not contain or grant access to all features or capabilities. At the conclusion of the trial period, a CUSTOMER’S DATA AND ANY CONFIGURATIONS REACHED INTO THE SIGNDOCS SERVICES DURING THE FREE TRIAL WILL BE PERMANENTLY LOST UNLESS THE CUSTOMER RESTORES THEM: A SIGNDOCS SERVICE SUBSCRIPTION PLAN EQUAL TO OR GREATER THAN THOSE COVERED BY THE TRIAL IS PURCHASED, OR (B) SUCH DATA IS EXPORTED PRIOR TO THE END OF THE HEARING.
iv. During the Free Trial, the SignDocs Services are provided “AS IS” and “as available,” without any guarantees that may be noted in these Terms, including without limitation the warranties outlined in Section 7 of the General Terms (Warranties and Disclaimers) or any service-specific terms and conditions pertaining to a specific SignDocs Service, including samples and interconnection sending such timeline (“Service Schedule”), Additionally, THE MAXIMUM TOTAL AVERAGE LIABILITY OF SIGNDOCS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE FREE TRIAL IS $100. SIGNDOCS DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING RELIABILITY AND FITNESS FOR A SPECIAL PURPOSE. DUE TO THE FACT THAT SOME STATES AND JURISDICTIONS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT BE APPLICABLE TO YOU. IF THIS IS THE CASE, SUCH WARRANTIES ARE ONLY VALID TO THE GREATEST EXTENT AND FOR THE SHORTEST AMOUNT OF TIME ALLOWED UNDER THE RELEVANT DECLARATION.
6. Your Confidential Information.
a. Scope. For you as a Customer and your Affiliates, “Confidential Information” refers to the following: (a) Customer Data that you or your Affiliates upload to the SignDocs Services; (b) all other information, whether disclosed orally or in writing, that you or your Affiliates reveal to us and designate as secret or proprietary at the time of disclosure to us; and (c) Any amendment to these Terms between you and SignDocs that modifies their terms and circumstances. The following information is not a part of Your Confidential Information: (i) Became widely known to the public without our negligence or a violation of this Section; (ii) had no limitations on use or disclosure when it was lawfully in our possession at the time of disclosure; (iii) was created by us independently, without using your Confidential Information; or (iv) was legally acquired by us from a third party, was not subject to a confidentiality obligation, and was not subject to any usage or disclosure restrictions.
b. Limited Access and Privacy rights. Throughout the duration of the agreement and later, we will: (a) only use your Confidential Information for the intended purpose; (b) not disclose this sensitive information to anyone other than our affiliates, attorneys, auditors, consultants, and service providers who need it for their work and are obligated to maintain its confidentiality in a manner at least as strict as that specified in this section; and (c) safeguard such confidential information against unauthorized access and dissemination to the same degree (but with no less than a reasonable degree of care) as we do with our own confidential information of a comparable sort.
c. Required Disclosure. Unless we are barred from doing so by a legal or administrative process, If obliged to do so by law, we will reveal your private information, and we will make a reasonable effort to notify you in writing as soon as possible before doing so. We will also help you, where reasonably possible, to seek an injunction preventing the public from learning about your confidential information.
d. Ownership. Despite any other clause in these terms, we understand that, in our relationship with you, all of your confidential information, including any customer data, belongs to you. Nothing in these Terms gives us any right, title, or interest in or to any of your Confidential Information, unless stated specifically in these Terms. As between you and us, all additional information relating to the SignDocs Services will always be and stay our entire and exclusive property.
7. Term and Termination – Customers.
a. Suspension of Access to SignDocs Services. If SignDocs clearly and in due diligence determines that any use of the SignDocs Services breaches these Terms, SignDocs may prohibit such use, delete such content, disable such an account, or terminate such an authorized user. In the event that such a suspension or disablement takes place, SignDocs will use commercially reasonable efforts to give you advance notice. Sincerely, SignDocs believes that: (a) doing so is illegal or is otherwise prohibited by legal process, such as court or government administrative agency procedures, orders, mandates, and the like; or (b) Notification must be delayed in order to prevent imminent damage to the SignDocs Services or a third party. If notification is delayed, SignDocs will send the notification after the constraints mentioned in the preceding sentence are lifted.
b. Term. When the client submits these terms, the validation period for the SignDocs Services usually starts and lasts until the customer’s Subscription Plan expires or the customer stops using the SignDocs Services (including as a result of termination in accordance with this Section 6), whichever comes first (“Term”).
c. Subscription Term and Automatic Renewals.
i. Except where otherwise specified, SignDocs’s subscription plans renew themselves automatically. If you purchase a subscription plan, you consent to paying the relevant charge that is in effect at the time of purchase and acknowledge and agree that the subscription plan will take effect immediately, unless, before the current subscription plan’s effective time ends (the “Subscription Term”): If (a) you close your Account; (b) by signing into SignDocs Services or emailing us here, you have chosen not to have your Account automatically renew: (c) Your Subscription Plan is not renewed by SignDocs at its discretion; (d) these Conditions are lawfully canceled in accordance with another provision of these terms. The Subscription Plan will automatically renew on a monthly or yearly basis depending on the manner you choose. Renewing Term.
ii. You can only use a promotional coupon during your initial subscription term. If a promotional coupon was used to purchase your subscription plan, the full annual billing amount will be paid each time it renews. If your Subscription Plan is ever terminated for any reason and you purchase another Subscription Plan, you won’t be able to utilize a promotional code.
iii. To the maximum capacity authorized by applicable laws, we revise, cancel, or otherwise change the fees and services connected with your Subscription Plan. Additionally, we might advise you to buy a new subscription plan that is identical to the one that is about to expire. We shall give you at least thirty (30) days’ notice before changing the fees and charges already in place or adding new fees and charges. Your subsequent use of the SignDocs Services following the modifications has been made, provided we give you such early notice, will indicate your consent of the modifications unless restricted by relevant laws. You can cancel your Subscription Plan as outlined in Section 6 if you do not want to keep receiving the new costs or services. The Renewal Term and all subsequent renewal terms will be governed by the terms and conditions of the new Subscription Plan if you choose it.
d. Termination by Customer. You can cancel your Subscription Plan as outlined in Section 6 if you do not want to keep receiving the new costs or services. The Renewal Term and all subsequent renewal terms will be governed by the terms and conditions of the new Subscription Plan, if you choose it by contacting us. You must utilize the facilities provided by those providers to manage and/or cancel your Subscription Plan if you bought it from an external service, like an app store. In notwithstanding of Section 4(b)(ii), a Customer may make a written application to SignDocs for a chargeback of the amounts paid to SignDocs for the initial Subscription Term if they terminate their annual Subscription Plan within the first thirty (30) days of the initial Subscription Term. SignDocs will consider the request in good faith but without obligation. Even when a Subscription Plan is terminated after the first thirty (30) days of the initial Subscription Term, or if another provision of these terms has been violated, or if records show that significant productive use occurred during that time, SignDocs is under no obligation to give consideration to refund requests related to such terminations.
e. Default; Termination by SignDocs. A customer will violate these terms in the following scenarios: (a) It doesn’t pay us or one of our affiliates any money that is due on schedule; (b) It violates these Terms or any published policy governing the SignDocs Services, or an Authorized User connected to its Account does so; (c ) It is or becomes a subject of a bankruptcy process or other similar legal action; (d) if, in our sole discretion, we consider that the Customer’s (or its Authorized Users or Signers) continuing use of the SignDocs Services poses a legal risk to SignDocs or poses harm to the security of the SignDocs Services or the customers of SignDocs. We reserve the right, without prior warning, to: (i) stop using the SignDocs Services and suspend its Account; (ii) Terminate its Account; (iii) demand reactivation costs in order to restart its Account; and (iv) explore any additionally available relief. Any legal entity that SignDocs owns or that shares control with The Corporation refers to SignDocs, Inc. as a “Affiliate.” Any legal entity that Customer owns, controls jointly with Customer, or is owned by Customer is referred to as an “Affiliate” of Customer. “Control” and “own” are defined as having a higher than 50% ownership stake in an entity or the authority to decide how the entity is managed.
f. Effect of Termination. Upon the expiration or termination of these Terms: (a) All of your obligations to us that you had before the expiration or termination date shall continue to be owed by you; (b) Any licenses and use rights given to you with respect to the Site, including any intellectual property rights within or elsewhere, will promptly terminate in accordance with these Terms; (c) except for those rights that are expressly provided after the expiration or termination of these Terms, our obligation to grant you any additional access to the Site under these Terms shall immediately expire; and (d) the provisions of Section 4(b)(ii) (No Refunds), Section 4(b)(vii) (Benefit Programs), Section 4(b)(xiii) (Tax Responsibility), and Section 4(d) (Free Trial and Special Offer for SignDocs Services) of this Schedule 1 (Additional Terms for SignDocs Services), any Service Schedules, associated attachments, and Exhibits to the Terms, together with the provisions designated to survive under the Terms.
SCHEDULE 2 SERVICE SCHEDULE FOR SIGNDOCS ESIGNATURE
a. “SignDocs eSignature” describes the on-demand electronic signature. With the help of the SignDocs Service, eSignature can be shown online, delivered with certified delivery, acknowledged, signed electronically, and stored.
b. “Envelope” implies a digital file uploaded to the system that contains one or more Documents made up of one or more pages of data.
c. “Signer” denotes a person assigned by an Authorized User to access and/or act on Documents supplied to the recipient via SignDocs eSignature.
d. “System” comprises of hardware and software (networking, communication, and computer software and hardware components) that SignDocs uses or made available for eSignature Services through internet.
e. “Transaction Data” is the data about an envelope that SignDocs may use to build and maintain the digital audit trail required for SignDocs eSignature, such as transaction history, image hash value, method and time of envelope deletion, sender and recipient names, email addresses, and signature IDs.
2. CUSTOMER RESPONSIBILITIES AND ADDITIONAL USAGE LIMITATIONS
a. The use of SignDocs eSignature is contingent upon the customer acknowledging and accepting the following terms and conditions:
i. SignDocs’ eSignature makes it easier for the parties to a Document to execute it. SignDocs disclaims any representation or warranty regarding the transactions sought to be effected by any Document, and nothing in this Service Schedule may be interpreted to make SignDocs a party to any Document processed through SignDocs signature;
ii. In the relationship between SignDocs and the customer, the customer has sole control and accountability for the format, and content of any Document. Without limiting the aforementioned, all Documents that SignDocs stores on the System, along with any messages contained within an Envelope, are kept in an encrypted format, and SignDocs has no control over or access to their contents unless specifically requested in writing and made available by the Customer to SignDocs;
iii. Wills and other documents dealing with family law may be exempt from electronic signature rules, while other agreements and documents may be governed by specific regulations governing electronic records and signatures issued by various governmental bodies. Determining whether a specific document is legal is not SignDocs’ responsibility or liability, (i) subject to the relevant electronic signature legislation being waived; (ii) subject to any agency promulgations in particular; or (iii) electronic signatures can be lawfully constituted in.
iv. SignDocs shall not be liable for defining the period of time for which any contracts, papers, or other records must be kept or held pursuant to any applicable laws, rules, or procedures of any judicial or administrative body. Additionally, SignDocs is not obligated to provide any third parties with any of the customer’s documents;
v. Consumer permission to the method of contracting and/or the provision of a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction are two examples of the special requirements that some consumer protection or related laws or regulations may enforce with regard to electronic transactions encompassing one or more “consumers.” SignDocs is not obligated to and cannot: (i) establish if a specific transaction involves a “consumer;” (ii) provide or acquire any necessary consents, or ascertain whether any necessary consents have been withdrawn; (iii) make any disclosures or disclose any information in conjunction with any effort to get such consents; (iv) offer legal advice, update, or amend any information or disclosures that have been provided previously or currently; (v) offer any such copies or access aside from what is specifically stated in the Documentation for all transactions, whether they involve consumers or not; or (vi) abide by any such unique requirements;
vi. Customer commits to determining whether any “consumer” is engaged in any Document given by its Authorized Users for processing and, if so, to comply with all legal restrictions placed on such Documents or their development;
vii. User acknowledges and agrees that any mandatory authorizations, requests, or consents with regard to Customer’s Account may be made by and accepted by SignDocs from Customer through its designated Account Administrator(s);
viii. Customer acknowledges that the accuracy and appropriateness of the instructions it and its employees provide to SignDocs in relation to the SignDocs Services, including without limitation those made through the Customer’s Account by the designated Account Administrator, are solely their responsibility;
ix. As part of a SignDocs eSignature, the customer has the option to use a digital certificate, service, or method that verifies the identity of the Signer or the validity of an document. Even if the digital certificate, service, or process is selected from a menu within the SignDocs Services, the customer agrees that it is purely accountable for ascertaining the authenticity, durability, and legal implications of that third-party digital certificate, service, or procedure. The customer also concurs that SignDocs is not accountable for assessing whether any such digital certificate, service, or process is reliable, valid, or legal and
x. Customer acknowledges that if Customer is invited to join another SignDocs customer’s network as an intermediary, Customer shall abide by the guidelines established by that SignDocs customer and agrees to accept responsibility for all acts and omissions resulting from Customer’s use of the SignDocs customer’s network.
Purchased subscription plans from www.SignDocs.co are only compatible with a select few integrations and cannot be utilized with the SignDocs APIs.
a. Data Retention for Transactions. If required by relevant law and for as long as it serves a legitimate business purpose, SignDocs may keep Transaction Data.
b. Usage Data. Regarding this Service Schedule, Usage Data can comprise, without restriction, any data models developed by SignDocs using Customer Data and the usage of the SignDocs Services by the Customer and/or its Authorized Users, as well as any data stream architecture, such as, without limitation, the structure ( figure, schema, rules, elements, requirements, techniques or procedures and elements that specify how data interacts, is compiled, calculated, or translated from a variety of sources into one or more usefully defined data models, as well as the security measures that are integrated and used at each phase of the processing. Without limiting any other provision of the Terms, SignDocs may use machine learning to evaluate Customer Data and Customer usage trends in order to create and enhance SignDocs’s current and future goods, services, procedures, and methods. Any byproduct of such machine learning approaches, including the developed machine learning models, is referred to as Usage Data and is the property of SignDocs. The Usage Data remains the sole property of SignDocs, and any illegal use of the Usage Data is strictly forbidden.
4. INFORMATION SECURITY AND PERSONAL DATA
a. Customer Responsibilities. The capability to restore and remove one’s documents from the System is one of the capabilities and features that SignDocs eSignature offers the customer. The client is accountable for appropriately: (a) setting up SignDocs eSignature; (b) utilizing and upholding any security controls offered in connection with SignDocs eSignature; and (c) Taking the actions that Customer considers necessary to ensure additional security, protection, deletion, and backup of Customer Data Data associated with the operability of SignDocs eSignature. These actions include managing Authorized Users’ access to and credentials for SignDocs eSignature, managing Customer Data that is processed by SignDocs eSignature, and managing the documentation or deletion in the System. The client agrees that SignDocs is under no obligation to safeguard any customer data, particularly personal data (described below), that the client chooses to store or transmit outside of the SignDocs eSignature (e.g., offline or on-premise storage).
b. Information Security. Using favorable financing organizational and technical safeguards, SignDocs will protect against unauthorized or illegal accessibility to, use of, modification of, or dissemination of Customer Data.
5. ORGANIZATIONAL MANAGEMENT & ACCOUNTS
One email address is connected to each Account. Customer hereby authorizes that Entity and its designated Account Administrator(s) to (a) Identification of Accounts Created With Entity Email Addresses, and Restricting or Terminating Account Access. If the domain of the primary email address associated with an Account is owned by a business or other organization (“Entity”) and was assigned to the Customer as an employee, contractor, or member of the Entity, such as email@example.com or firstname.lastname@example.org (“Entity Email Address”), Customer accepts that SignDocs may assist Entity with such administration and acknowledges this.
6. SUBSCRIPTION PLANS & PRICES.
The Subscription Plan chosen by the Customer, as well as any adjustments requested by the Customer, will determine the prices, features, and options of SignDocs eSignature. For instance: (a) SignDocs will charge the appropriate membership fee for each new Authorized User if the Customer adds Authorized Users; or (b) SignDocs may impose more for extra envelopes or move the customer to a new subscription plan if the customer sends more envelopes than are permitted under your subscription plan. On a recurring or per-use basis, customers may also purchase optional services. To the fullest extent permissible by relevant laws, SignDocs may adjust a certain Subscription Plan’s costs, features, and options without prior warning.
7. SIGNDOCS PAYMENTS
a. In order to make it simpler for signers to submit their payment credentials and authorizations to payment applications, gateways, processors, and service providers that store, process, or transmit cardholder data as part of authorization or settlement, “SignDocs Payments” refers to features that let the customer send contracts, invoices, and other documents to signers via SignDocs eSignature (“Payment Applications”).
b. In order for SignDocs to provide SignDocs Payments, the customer must recognize and concur with the following:
i. The payments that are processed through SignDocs Payments are done between the customer and a payment application or another party that the customer has chosen, not with SignDocs. To enable payment processing through SignDocs Payments, Customer must register and maintain an account with Payment Applications. Furthermore, the client is solely responsible for abiding by all contracts, usage guidelines, and other terms and conditions that apply to such Payment Applications. Payment Applications are not SignDocs’ agents, employees, or subcontractors; they are independent contractors. Both the goods and services that customers buy or sell using SignDocs Payments and the payment methods (such as credit card, debit card, and ACH transfer) made available by the Payment Applications through SignDocs eSignature are not under the authority of SignDocs. Customer understands and agrees that SignDocs cannot guarantee that a third party or signer of a payment application will complete a payment transaction or that they are legally permitted to do so.’
ii. When needed, the customer grants SignDocs permission to keep, handle, and send customer data in order to support the payment processing between the customer and a third party they have specified. SignDocs Payments will only keep customer data that is received momentarily to speed up payment processing, such as account details for a Payment Application.
iii. The customer is totally liable for following:
(1) Any guidelines created and released by payment providers (including Visa, Mastercard, American Express, and any other network for credit, debit, or electronic funds transfers), including but not restricted to the current Payment Card Industry Data Security Standard (“PCI DSS”); and (2) all legislations that may implement to Customer with respect to the payment processing carried out by Customer through SignDocs Payments, including but not restricted to those that might apply to Customer with respect to the gathering and storage of information, including payment credentials about Signers; the availability of necessary, clear, and obtrusive disclosures regarding the storage and use of Signers’ payment credentials; and the utilization of stored takes into account to collect payments in future.
iv. Any and all disagreements with any Signers or Payment Applications pertaining to or connected with a payment processor that the customer wants to be facilitated by SignDocs Payments, including but not constrained to (1) Chargebacks, (2) non-receipt of goods or services; (3) the return, postponement, or cancellation of goods or services; (4) Transactions that were canceled; (5) extra charges or transactions; (6) Check issuances, debit card transactions, credit card transactions, and other types of electronic debits and credits; (7) the duration of the payment processing.
c. SignDocs indicates that it is currently in conformity with the current PCI DSS and will stay in compliance with it to the extent that is applicable to SignDocs in the offering of SignDocs Payments. SignDocs understands that credit and debit card account numbers and related data processed through SignDocs Payments are, as appropriate, owned exclusively by the Customer, credit card issuers, the relevant payment networks, and entities authorized to process credit and debit card transactions on the Customer’s behalf. SignDocs also understands that such information may be used by SignDocs purely to aid the aforementioned parties in carrying out the processing activities explained in these Terms.
8. SPECIFIC CAP ON DAMAGES.
DISREGARDING SECTION 9.2 OF THE TERMS, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO SIGNDOCS SERVICES PROVIDED UNDER THIS SCHEDULE 2 IS LIMITED TO THE AMOUNT PAID BY YOU FOR SIGNDOCS SERVICES (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SIGNDOCS FOR THE SIGNDOCS SERVICE(S) GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 2 DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.
SCHEDULE 3 SERVICE SCHEDULE FOR EARLY ACCESS PROGRAM(S)
1. EARLY ACCESS PROGRAMS
Certain Early Access Services (described below) may be made available to you by SignDocs via written notice (such as an email notification or an in-product message), but this is not a requirement. The terms governing the Early Access Services described in this Service Schedule for Early Access Program(s) (the “EAP Terms”) are in effect as of the date on which such Early Access Program(s) are first accessed (the “EAP Effective Date”), and by using such Early Access Services, you certify that you have read, understood, and expressly agree to the EAP Terms in this Service Schedule. These EAP Terms shall govern with regard to the Early Access Service in the case of any conflict or discrepancy between the Terms and these EAP Terms. The Early Access Service is the only SignDocs service to which the EAP Terms apply; other SignDocs services are not.
“Early Access Service” indicates: (a) accessibility to specific SignDocs Services and associated beta or early-general-release versions of features, technologies, or products; (b) involvement in a particular early access program that grants access to features, technology, goods, or services that are either not yet generally offered to SignDocs Customers or are only offered to a select group of Customers; (c) access to any software, libraries, specifications, or other technical documentation associated with an Early Access Service that SignDocs has made available to you in accordance with these Terms.
“Early Access Period” indicates the time period that is specified on the registration page, program communication, or other communication from SignDocs to you. (Regardless of whether it’s part of the Early Access Service delivering communication or not).
“Production Environment” refers to the system environment in which software, hardware, data, processes, and programs are run for their intended and final purposes by users of SignDocs Services.
3. EARLY ACCESS SERVICE
a. Right to Use. SignDocs thus provides you a limited, non-exclusive, non-transferable, revocable license to access and use the Early Access Service for the SignDocs-described purposes during the Early Access Period, subject to the terms set forth above. SignDocs has the right to alter your access to any Early Access Service at any time and for any reason upon notice to you.
b. Limits on usage and access. Both you and any other party will not be permitted to: (a) Any element of the Early Access Service that is not expressly permitted by mandatory applicable law may not be rented, sold, licenced, assigned, copied, modified, translated, reverse engineered, decompiled, disassembled, or otherwise reduced to a form that can be understood by humans, (b) do so without SignDocs’s prior written approval and provide, discard, or divulge any information or data linked to or contained in the Early Access Service to any third party in any way; (c) utilize the Early Access Service for the purpose of developing products or in any other way make use of it for profit; (d) use the Early Access Service in a way that infringes any third party’s rights, intends to impose additional duties on SignDocs, or transgresses any applicable laws and regulations; or (e) use or permit use of the Early Access Service in any way that could potentially harm, disable, overburden, or impair the Early Access Service or its associated systems and networks.
4. OWNERSHIP AND FEEDBACK
a. Ownership. All copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the Early Access Service, including any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto and made available hereunder, are owned entirely by SignDocs, its Affiliates, or its licensors. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER RESIDE WITH SIGNDOCS.
b. Feedback. You acknowledge that the Early Access Service’s operational and functional capabilities may be improved by ongoing recommendations, suggestions, ideas, derivations, enhancement requests, and other feedback (collectively, “EAP Feedback”). All rights, titles, and interests in and to any EAP Feedback are hereby assigned by you to SignDocs. You consent to SignDocs’s unlimited use, copying, modification, sale, distribution, sub-licensing, and creation of derivative works of the EAP Feedback without your permission or any requirement that you be compensated or given credit. Your confidential information will not be construed to be your EAP feedback.
5. THIRD-PARTY SERVICES.
For usage with the Early Access Service, you may decide to purchase goods or services as well as ancillary materials that are offered, licensed, or supported by third parties (including open source software licenses; these are referred to as “Third-Party Services”). SignDocs does not take responsibility for any Third-Party Services and expressly disclaims any liability or obligation with regard to any Third-Party Services. A separate contract between the Third-Party Services’ license holder and you or the terms of a third-party license may apply to some Third-Party Services that are offered to you. For more information about any open source or third-party software included in the Early Access Service, including specific license terms, notices, attributions, and other details: (a) the license file provided with the Early Access Service, for example; the release notes; (b) the header files; or (c) both. Only for your convenience, Third-Party Services are offered “AS IS,” and SignDocs makes no representations or warranties about them or any additions, modifications, upgrades, extensions, or derivatives made or supplied by SignDocs in any way.
6. YOUR DISCLAIMER OF CERTAIN OBLIGATIONS
a. Your Responsibilities. Only you will be asked for: (a) the actions you and your users do in connection with the Early Access Service; (b) ensuring your users and you uphold these Terms; and (c) all information and materials you utilize while using the Early Access Service. An Early Access Service may be updated, suspended, unavailable, or negatively impacted by planned maintenance at any time and without advance notification. You understand that in order to continue using the Early Access Service, you may need to update your edition of it.
b. Disclaimer of Certain Obligations. Under these Terms or in any other situation, SignDocs is not obligated to: (a) fix any glitches, flaws, or mistakes in the Early Access Service or otherwise offer support, maintenance services, service standards, or uptime guarantees for the Early Access Service; (b) after the Early Access Period, retain, export, refund, or destroy any data or content; and (c) develop, disseminate, or otherwise make the Early Access Service generally accessible (the “GA Service”). Unless otherwise specified in writing, SignDocs is not required to provide you with a GA Service or, in relation to such a GA Service, to provide any special conditions or discounted price schedules. A GA service’s performance could differ greatly from an Early Access service. As a result, you understand that you use the Early Access Service solely at your own risk and assume all risks associated with any research, development, or business strategies you carry out or rely upon.
You acknowledge to provide material, statistics, quotes, or information related to your use of the Early Access Service for SignDocs’s use in specific marketing campaigns both during the Early Access Service’s duration and after its expiration or termination. Additionally, you acknowledge that such information will not be regarded as your confidential information. Without SignDocs’s prior written consent, you won’t divulge any information about the Early Access Service or your usage of it to third parties or make any public announcements about it.
8. TERM AND TERMINATION
a. Term of Early Access Service. Although previously revoked in accordance with this Section 8 or until the initial commercial release by SignDocs of a relevant GA Service, these EAP Terms are valid as of the EAP Effective Date and will last for the Early Access Period. Only during the Early Access Period are you permitted to use and access an Early Access Service. You must: in order to maintain access to and use of the GA Service: (a) Purchase a subscription package with unique terms and conditions (optional); and (b) complete an order form indicating the purchase of the relevant GA Service.
b. Termination. With ten (10) days prior written notice to the other party, either party may end these EAP Terms with or without cause. If you violate any of the restrictions or licensing conditions outlined in these EAP Terms, your license to use the Early Access Service will instantly expire. You must stop using the Early Access Service immediately upon termination or expiration of the Early Access Service, and you must remove or destroy any copies of the Early Access Service under your ownership or control. Despite the above clause, if the Early Access Service was given to you in physical form, you must mail it back to SignDocs within three (3) business days following the EAP Terms’ expiration or cancellation. Furthermore, you agree to attest in writing, at SignDocs’s request, that you no longer hold the Early Access Service or any copies of the Early Access Service. To be clear, if these EAP Terms are terminated, no other agreement between the parties will also end. Sections 2, 4, 8, and 11 of these EAP Terms describe the parties’ rights and obligations, and they remain in effect even if these EAP Terms are terminated for any reason.
c. The result ofTermination. The terms will not end upon the expiration or termination of these EAP terms.
9. THIRD PARTY CLAIMS.
You agree to hold harmless SignDocs and its affiliates, as well as each of their employees, directors, agents, and representatives (collectively, the “Indemnified Parties”), from and defend them in any legal action or administrative agency proceeding (a “Claim”) that is brought about by or connected to you: (a) whatever alleged infringement of any third party’s intellectual property rights by your content, data, or any third-party services that you acquire and use as part of your use of the Early Access Service; or (b) any violation of your responsibilities under this Section 9 by you. SignDocs will promptly notify you in writing of a Claim and offer reasonable help in defending it. At your expense, you will have sole authority to either defend or resolve a Claim, as long as the Indemnified Parties are not subjected to any ongoing responsibilities as a result of the resolution.
10. WITDRAWL OF WARRANTIES.
THE EARLY ACCESS SERVICE AND ANY UPDATES ARE PROVIDED FOR LIMITED EVALUATION ONLY AND MAY CONTAIN ERRORS. THE EARLY ACCESS SERVICE IS BEING TESTED AND IS BEING MADE AVAILABLE “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” WITHOUT ANY KIND OF WARRANTY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIGNDOCS MAKES NO WARRANTY REGARDING THE CONTINUOUS OPERATION, ABSENCE OF VIRUSES, OR ERROR-FREE OPERATION OF THE EARLY ACCESS SERVICE. YOU ARE URGED TO PROTECT YOUR DATA, EXERCISE CAUTION, AND REFRAIN FROM RELYING IN ANY WAY ON THE PROPER OPERATION OR PERFORMANCE OF THE EARLY ACCESS SERVICE AND/OR ACCOMPANYING MATERIALS. ANY INFORMATION YOU ENTER INTO THE EARLY ACCESS SERVICE AND ANY SETTINGS MADE BY YOU OR ON YOUR BEHALF DURING THAT TIME WILL BE PERMANENTLY LOST.
11. RESTRICTION OF OBLIGATION.
THE EARLY ACCESS SERVICE IS UNDERSTANDED TO BE FREE FOR LIMITED EVALUATION PURPOSE. Consequently, SIGNDOCS’S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE EAP TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE SUPPLIERS AND LICENSORS OF SIGNDOCS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT FOR DAMAGES OR OTHERWISE. NO MATTER WHAT THE CAUSE OR THE THEORY OF LIABILITY, SIGNDOCS OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), EVEN IF SIGNDOCS OR ITS SUPPL THE PARTIES’ AGREEMENT IS FUNDAMENTALLY BASED ON THE LIMITATIONS, EXCLUSIONS OF LIABILITY, AND DISCLAIMERS LISTED ABOVE. WITHOUT THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS, SIGNDOCS WOULD NOT ENTER INTO THIS AGREEMENT.