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Electronic Commerce Services Agreement

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NETGATEWAY, INC. ELECTRONIC COMMERCE SERVICES AGREEMENT

THIS ELECTRONIC COMMERCE SERVICES AGREEMENT (the "Agreement") is made effective as of the Acceptance Date set forth in the initial eCommerce Series Order Form (October 1, 1999) accepted by Netgateway, a Nevada corporation ("Netgateway"), and the subscribed identified below ("Subscriber").

PARTIES:

Subscriber Name:

Address:

City, State, ZIP:

Phone:   Fax:

Netgateway, Inc.

300 Oceangate, Suite 300

Long Beach, California 90802

Phone:   Fax:

1. ELECTRONIC COMMERCE SERVICES.

1.1 ECOMMERCE SERVICES. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Netgateway internet Commerce Center(TM) ("Netgateway ICC") provide to Subscriber the services described in the eCommerce Services Order Form(s) ...

1.2 AVAILABILITY. ECommerce Services will be available to Subscriber for inquiry and order entry functions twenty-four (24) hours a day, seven (7) days a week. Netgateway reserves the right ...

1.3 ENHANCEMENT. General enhancements to existing eCommerce Services provided hereunder ...

1.4 TRAINING. At no cost to Subscriber, Netgateway shall provide such onsite training and other assistance ...

1.5 SUBSCRIBER DATA.

(a) SUBSCRIBER DATA. Subscriber will timely supply Netgateway, in a form acceptable to Netgateway, with all data necessary ...

(b) CONFIDENTIALITY. Netgateway acknowledges that all records, data, files and other input material relating to Subscriber are confidential ...

(c) PROTECTION OF SUBSCRIBER FILES. Netgateway will take reasonable steps to protect against the loss or alteration ...

(d) OWNERSHIP OF DATA. Netgateway acknowledges that all records, data, files and other input material relating to Subscriber and its customers are the exclusive property of the Subscriber.

2. FEES AND BILLING.

2.1 FEES. The eCommerce Services Order Forms shall set forth the financial obligations of the parties under this Agreement. Subscriber will pay all fees and amounts in accordance with the eCommerce Services Order Forms.

2.2 BILLING COMMENCEMENT. Billing for eCommerce Services indicated in the eCommerce Services Order Forms ...

2.3 BILLING AND PAYMENT TERMS. Netgateway shall invoice Subscriber monthly in advance ...

2.4 TAXES, UTILITIES AND EXCLUSIONS. All charges shall be exclusive of any federal, state or local sales ...

3. SUBSCRIBER'S OBLIGATIONS.

3.1 COMPLIANCE WITH LAW AND RULES AND REGULATIONS. Subscriber agrees that Subscriber will comply at all times with all applicable laws and regulations ...

3.2 ACCESS AND SECURITY. Subscriber will be fully responsible for any charges, costs, expenses ...

3.3 NO COMPETITIVE SERVICES. Subscriber may not at any time permit any eCommerce Services to be utilized for the provision of any services that compete ...

3.4 INSURANCE.

(a) MINIMUM LEVELS. Subscriber will keep in full force and effect during the term of this Agreement:

comprehensive general liability insurance

employer's liability insurance

workers' compensation insurance

(b) CERTIFICATES OF INSURANCE. Prior to the Operational Date, Subscriber will furnish Netgateway with certificates of insurance ...

(c) NAMING NETGATEWAY AS AN ADDITIONAL INSURED. Subscriber agrees that prior to the Operational Date ...

4. CONFIDENTIAL INFORMATION.

4.1 CONFIDENTIAL INFORMATION. Each party acknowledges that it will have access to certain confidential information ...

4.2 EXCEPTIONS. Information will not be deemed Confidential Information hereunder if such information ...

5. REPRESENTATIONS AND WARRANTIES.

5.1 WARRANTIES BY SUBSCRIBER.

(a) SUBSCRIBER'S BUSINESS. Subscriber represents and warrants that:

(i) Subscriber's services, products, materials, data, and information used by Subscriber in connection with this Agreement ...

(ii) Subscriber owns or has the right to use all material contained in the Subscriber's web site ...

(iii) The use, reproduction, distribution and transmission of the web site ...

(b) RULES AND REGULATIONS. Subscriber has read the Rules and Regulations ...

(c) BREACH OF WARRANTIES. In the event of any breach ...

5.2 WARRANTIES AND DISCLAIMERS BY NETGATEWAY.

(a) NO OTHER WARRANTY. THE eCOMMERCE SERVICES ARE PROVIDED ON AN "AS IS" BASIS ...

(b) DISCLAIMER OF ACTIONS CAUSED BY AND/OR UNDER THE CONTROL OF THIRD PARTIES ...

6. LIMITATIONS OF LIABILITY.

6.1 EXCLUSIONS. IN NO EVENT WILL NETGATEWAY BE LIABLE ...

6.2 LIMITATIONS. NETGATEWAY, ITS AFFILIATES, EMPLOYEES, OFFICERS AND AGENTS SHALL NOTE BE LIABLE ...

6.3 MAXIMUM LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY ...

6.4 TIME FOR MAKING CLAIMS. ANY SUIT OR ACTION BY SUBSCRIBER AGAINST NETGATEWAY ...

6.5 SUBSCRIBER'S INSURANCE. Subscriber agrees that it will not pursue any claims against Netgateway ...

6.6 BASIS OF THE BARGAIN; FAILURE OF ESSENTIAL PURPOSE ...

7. INDEMNIFICATION.

7.1 NETGATEWAY'S INDEMNIFICATION OF SUBSCRIBER ...

7.2 SUBSCRIBER'S INDEMNIFICATION OF NETGATEWAY ...

7.3 NOTICE. Each party will provide the other party ...

8. DISPUTE RESOLUTION.

8.1 PROCEDURES. It is the intent of the parties that all disputes arising under this Agreement ...

(a) The complaining party's representative will notify the other party's representative in writing of the dispute ...

(b) In the event that such matter remains unresolved thirty (30) days after the delivery of the complainant party's written notice ...

(c) In the event that the meeting or conference specified in (b) above does not resolve such matter ...

(d) If the parties are unable to reach a resolution ...

8.2 BINDING ARBITRATION ...

8.3 ARBITRATOR'S AUTHORITY ...

8.4 ENFORCEMENT OF ARBITRATOR'S AWARD ...

8.5 ACCESS TO COURTS ...

9. TERM AND TERMINATION.

9.1 TERM. This Agreement will be effective on the date first above written and will terminate three (3) years ...

9.2 TERMINATION. Either party will have the right to terminate this Agreement if ...

9.3 NO LIABILITY FOR TERMINATION ...

9.4 EFFECT OF TERMINATION ...

9.5 SURVIVAL ...

10. USE OF ECOMMERCE SERVICES - RULES AND REGULATIONS.

10.1 PROPRIETARY SYSTEMS ...

10.2 USE OF SERVICES PERSONAL TO SUBSCRIBER ...

10.3 SURVIVAL OF OBLIGATIONS ...

11. MISCELLANEOUS PROVISIONS.

11.1 FORCE MAJEURE ...

11.2 NO LEASE ...

11.3 MARKETING ...

11.4 GOVERNMENT REGULATIONS ...

11.5 NON-SOLICITATION ...

11.6 GOVERNING LAW; DISPUTE RESOLUTION, SEVERABILITY; WAIVER ...

11.7 ASSIGNMENT; NOTICES ...

11.8 RELATIONSHIP OF PARTIES ...

11.9 ENTIRE AGREEMENT; COUNTERPARTS ...

Subscriber's and Netgateway's authorized representatives have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.

SUBSCRIBER:

Signature:

Print Name:

Title:

NETGATEWAY:

Signature:

Print Name:

Title:

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What the Electronic Commerce Services Agreement Is

An Electronic Commerce Services Agreement is a contract that governs the provision, use, and security of online commerce services between a provider and a customer. It defines service scope, data handling, uptime and support obligations, payment terms, liabilities, and compliance requirements for electronic transactions. The agreement addresses technical controls, authentication and eSignature processes, jurisdiction and governing law, confidentiality, breach notification procedures, and termination mechanics to reduce operational and legal risk in online commerce.

Why a Clear Agreement Matters for Online Transactions

A well‑drafted Electronic Commerce Services Agreement clarifies responsibilities, protects sensitive data, and reduces disputes by setting expectations for service levels, security, and legal compliance under ESIGN and UETA.

Why a Clear Agreement Matters for Online Transactions

Who Typically Creates or Signs This Agreement

Organizations that run or consume online sales platforms, payment gateways, or ecommerce integrations usually prepare these agreements.

  • Ecommerce operators and platform providers managing product listings, checkout flows, and payment routing.
  • Legal and compliance teams negotiating data handling, breach notification, and liability limits.
  • Enterprise procurement, IT, or vendor management groups responsible for vendor selection and SLA enforcement.

Use cross‑functional review (legal, security, finance, IT) to confirm obligations, authentication approaches, and regulatory controls before signing.

Stepwise Process to Complete the Agreement

Follow these steps in order to prepare, review, and finalize an Electronic Commerce Services Agreement for a compliant signature process.

  • 01
    Prepare draft: Populate parties, scope, fees, and data clauses.
  • 02
    Internal review: Legal, security, and finance verify obligations and risks.
  • 03
    Authentication plan: Select eSignature method and signer verification level.
  • 04
    Execute: Obtain signatures and retain audit trail.

Typical Digital Workflow Settings to Configure

Configure the signing workflow to match the agreement’s execution order, authentication needs, and retention requirements.

Field Configuration
Signing Order Sequential or parallel signer routing
Authentication Email, SMS code, or KBA as required
Attachments Required exhibits and evidence uploads
Audit Trail Enable IP, timestamp, and event log capture

Where and How to Send the Executed Agreement

Decide on distribution channels and archiving locations before sending to ensure compliance and timely access for both parties.

  • Primary Delivery: Email to authorized signers and contract repository
  • Archiving: Store signed PDF and audit log in retention system
  • Notices: Designate legal contact for formal notices
  • Third Parties: Share copies with payment processors or auditors

Core Clauses to Include in a Professional Agreement

Ensure the agreement balances commercial terms with technical, security, and compliance obligations for clear operational governance.

Scope

Define deliverables, service features, and excluded services to prevent scope creep and billing disputes; reference schedules and SLAs explicitly.

Payments

Include pricing, invoicing cadence, dispute resolution for charges, and any refund or chargeback handling policies.

Security

Specify technical controls, incident response timelines, and encryption standards required for handling sensitive or personal data.

Compliance

State applicable laws and standards (ESIGN Act, UETA, HIPAA if PHI is involved) and any required attestations or audits.

Liability

Set caps on direct damages, carve out indemnities for IP or data breaches, and define consequential damages exclusions.

Termination

List termination for convenience and for cause mechanics, wind‑down obligations, and data return or deletion procedures.

Security and Compliance Controls to Specify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Immutable timestamped signing history
Certifications: SOC 2 Type II and ISO 27001
Privacy Laws: GDPR and CCPA controls where applicable
HIPAA: BAA required for protected health information
FDA Records: 21 CFR Part 11 compliance as needed

Common Legal and Financial Risks to Watch

Incorrect TIN: Backup withholding 24%
Late Info Returns: IRC §6721 penalties apply
I-9 Errors: Penalties $281–$2,789 per violation
Unauthorized PHI: HIPAA penalties and breach notification
Unclear Authority: Signatures may be unenforceable
Data Loss: Regulatory fines and contractual liability

Frequent Preparation Mistakes to Avoid

  • Omitting a consumer electronic consent disclosure where ESIGN requires it, which can render electronic notices nonbinding.
  • Using inconsistent party names or titles between exhibits and the signature block, undermining the document’s attribution and enforceability.
  • Failing to specify authentication level for signers (email vs SMS vs KBA), which increases risk of repudiation or fraud.
  • Not preserving a complete audit trail and signed PDF with metadata; missing logs complicate dispute resolution and regulatory review.

Typical Response Times and Deadlines to Define

Include clear timing for notices, delivery, dispute windows, and renewal triggers so each party understands time‑sensitive obligations.

Notice Period:

30 days written notice for nonmaterial termination

Cure Period:

15 days to cure material breaches

Service Onboarding:

Provisioning within 10 business days

Invoice Payment:

Net 30 days unless otherwise stated

Renewal Notice:

60 days prior written renewal notice

Key Milestones from Draft to Signed Contract

Track major milestones as discrete stages to manage approvals, provisioning, and compliance checks before go‑live.

01

Drafting Complete

Document finalized and exhibits attached for review.

02

Internal Approval

Legal and security sign off before external negotiation.

03

Execution

Signatures obtained and signed PDF archived.

04

Onboarding

Technical provisioning and access granted to customer.

eSignature Vendor Pricing and Feature Snapshot

Comparing baseline pricing and common feature availability helps choose a plan consistent with signing volume, compliance, and bulk needs.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Technical Integrations and File Formats

Confirm integration needs and supported file types before finalizing the digital workflow.

  • Integrations: Salesforce, Microsoft 365, NetSuite, Google Workspace
  • File Support: PDF, Word DOCX, HTML, Excel
  • APIs: REST APIs and SSO for automated workflows

Configure storage and access control to meet audit and retention obligations, and test end-to-end flows before live use.

Frequently Asked Questions and Practical Answers

Answers to common legal, technical, and execution questions when preparing an Electronic Commerce Services Agreement.


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