Agreement to Terms of Use for Digital Signature Service

Agreement to Terms of Use in Connection with Digital Signature Service

PLEASE READ AND PRINT THIS AGREEMENT IN ITS ENTIRETY BEFORE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OF THIS SITE OR THIS SITE IN ANY WAY.

provides a program known as , hereinafter called the Software, whereby agreements can be signed by means of a digital signature.

Upon acceptance, these terms and conditions constitute a legally binding agreement (the Agreement) the between you, the User, and , and each of its officers, directors, agents, and affiliated companies are hereinafter collectively referred to as the Company d/b/a .

Digital Signatures: User agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software.

Waiver: User hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law,

Proper Use: User agrees to comply with the terms and conditions of this Agreement and with all applicable local, state, national and international laws and regulations and all Internet regulations, policies and procedures, including all export and other laws regarding the transmission of technical data exported from any country through the service offered by the Licensee (the Service). User agrees that it will not use the Service for illegal purposes, to disrupt to the Service, or to distribute content that violates the privacy, intellectual property or other proprietary rights of any third party, or for purposes that Licensee reasonably determines to be unlawful, obscene, defamatory, harassing, fraudulent, abusive, threatening, harmful, vulgar, or otherwise objectionable. User is wholly responsible for the contents of its transactions through the use of the Service.

The use by User of the Software is subject to Terms of Use of found at (e.g., www.ownerofsoftware.com) .

Account Registration: Licensee requires users to register for a password-protected account. User represents and warrants that all of the information it provided to Licensee is true, accurate and complete, and that it has a legal right to use any e-mail address it provides to Licensee. User agrees to keep this information current by updating its account information. User agrees to maintain the confidentiality of its password and account. User is responsible for all activities that occur under its account. If User’s account remains inactive for more than three months, Licensee reserves the right to close User’s account.

Payment Obligations: Payment obligations of User are as follows (state payment procedures and amounts)

Account Cancellation: If User’s account is paid-in-full, it may cancel its account and terminate this Agreement at any time.

Communication: User agrees that the official time for all transactions using the Service will be the timestamps recorded by the Service’s servers. User also agrees that all electronic communications or notices sent to the e-mail address User provide to Licensee, placed in its account, or posted on the Web Site will be considered “in writing” and received within five (5) business days of its dissemination. Licensee disclaims all responsibility for all failures in communication caused by failures of third parties to properly process or deliver such electronic communications.

Licensee’s Relationship to Documents: Unless Licensee is named as a direct party, Licensee’s relationship to all documents and transactions completed using the Service is that of a trusted, disinterested third party. Accordingly, Licensee disclaims any representations of any kind regarding the documents or transactions that pass through the Service. User is responsible for recognizing the parties of interest in all transactions User completes using the Service and assessing all associated risks.

Maintenance: The Service will occasionally be unavailable during system maintenance and upgrades. Licensee’s scheduled maintenance will usually take place on (e.g., Saturdays between 10:00 PM to midnight PST) . Licensee will make commercially reasonable efforts to ensure that the Service will be available. However, Licensee disclaims all responsibility for any interruptions or problems with the Service caused by external forces affecting the reliability of the Internet or computer systems.

Limitation of Liability

USER EXPRESSLY UNDERSTAND AND AGREE THAT LICENSEE SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), AND INCLUDING DAMAGES RESULTING FROM: (1) ANY DOCUMENT OR TRANSACTION SENT THROUGH THE SERVICE WHERE LICENSEE WAS NOT A DIRECT PARTY; (2) THE USE OR INABILITY TO USE THE SERVICE, INCLUDING ERRORS, INTERRUPTIONS OR DELAYS; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S DOCUMENTS OR TRANSMISSIONS; OR (4) ANY OTHER MATTER RELATING TO THE SERVICE. LICENSEE’S LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE, A SUM EQUAL TO THE AMOUNT OF FEES (IF ANY) PAID FOR USING THE SERVICE UNDER THIS AGREEMENT.

Disclaimer of Warranty

USER EXPRESSLY UNDERSTAND AND AGREE THAT USER’S USE OF THE SERVICE IS AT USER’S SOLE RISK. LICENSEE PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT (1) THE SERVICE WILL MEET USER’S REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, RELIABLE, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, (3) ANY ERRORS ON THE LICENSEE WEB SITE OR SERVICE WILL BE CORRECTED; AND (4) THAT DOCUMENTS OR MATERIALS THAT USER STORE VIA THE SERVICE WILL REMAIN ACCESSIBLE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER’S SOLE DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM LICENSEE, OR THROUGH OR FROM THE LICENSEE WEB SITE OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

Intellectual Property Rights: User acknowledges and agrees that Licensee has a license to the Service and owns its web site, including, without limitation, all intellectual property rights. User acknowledges and agrees that the Service and the website contain proprietary and confidential information and trade secrets including, but not limited to text, graphics, logos, images, software, and icons, that are protected by U.S. and international intellectual property laws and applicable laws. Licensee retains all right, title and interest to the words (List words)

and any word, phrase or logo incorporating the foregoing (collectively, the Licensee’s Marks). User agrees not to display or use Licensee’s Marks in any manner without Licensee’s prior permission.

Copyright

If User believes that its work has been copied in a way that constitutes copyright infringement, or User’s intellectual property rights have been otherwise violated, User will so inform Licensee and provide the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

• A description of the copyrighted work or other intellectual property that User claims has been infringed;

• A description of where the material that User claims is infringing is located on the site;

• User’s address, telephone number, and email address;

• A statement by User that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by User, made under penalty of perjury, that the above information in User’s Notice is accurate and that User is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Policies Regarding E-Signature Service: Use of Licensee’s Service constitutes agreement by User to conduct business transactions with electronic documents and signatures instead of paper-based documents and signatures. User is under no obligation to transact business electronically. To withdraw User’s consent to conduct electronic transactions, User may simply stop using the Service and contact the sending party to explore other options.

Each decision to view or sign a document electronically does not affect the legal effect of any transactions already completed using either electronic or paper-based documents or signatures.

User hereby agrees to read every document before electronically signing it. User also agree to communicate all issues regarding the content of a document directly with the sending party. Finally, User agrees to notify the sending parties and the Service of any change in User’s e-mail address in order to prevent interruptions to User’s communications.

User acknowledges and understands that electronic signatures are legally binding in the United States and other countries. User also understands that printed copies of electronic documents are not considered legal originals, but rather copies of the original documents.

Service Requirements: Use of the Service requires a standards-compliant web-browser which supports the HTTPS protocol, HTML, and cookies. Many documents and communications will include PDF and Word attachments requiring additional software.

Electronic signatures are void where prohibited by law. The United States Electronic Signatures in Global and National Commerce Act (the “Act”) preserves the legal effect, validity, and enforceability of signatures and contracts relating to electronic transactions and electronic signatures used in the formation of certain electronic contracts. However, as further described in the Act, the Act does not apply to certain contracts and records governed by statutes and regulations such as those related to probate and domestic law matters; state commercial law; consumer law covering utility services, real property defaults and foreclosures, and insurance benefits; product recall notices; and hazardous materials papers.

Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

No Waiver: The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

Notices: Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

Attorney’s Fees: In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

Mandatory Arbitration: Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

Entire Agreement: This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

Assignment of Rights: The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.