THINKWORK TERMS OF SERVICE

LAST UPDATED DATE:  January  1, 2023

Please read these terms of service (“Terms of Service”) carefully and thoroughly as they govern access to and use of the SnapSign websites and services (collectively, the “Service”) operated by Thinkwork LLC (“Company”), a Delaware limited liability corporation, by individuals that visit the Service (“Site Visitor”), and individuals or entities that purchase services via a Subscription Service Agreement or an Online Sign Up page (collectively “Customer”) and the individuals that Customers have permitted or authorized to access the Service (“Authorized User”).  Customer, Site Visitor and Authorized User may be collectively referred to in these Terms of Service as “you” and “your”, as applicable.

If Customer has entered into a Master Subscription Services Agreement with Company, then these Terms of Service will only be applicable, if at all, to the extent that access to or use of the Service is not already provided for in the Master Subscription Services Agreement.  

 

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SERVICE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS OF SERVICE. IF YOU DISAGREE WITH ANY PART OF THESE TERMS OF SERVICE THEN YOU MAY NOT ACCESS OR USE THE SERVICE.

USAGE AND REGISTRATION 

You represent and warrant that you are of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms of Service.  If you are agreeing to these Terms of Service on behalf of a corporation or other organization, you represent and warrant that you have full authority to do so.

You agree to receive all communications, notices and agreements from Company related to the Service in electronic format.  

As part of the registration process, Customer will identify an administrative user for Customer’s account.  Customer will provide current and complete information on Customer’s legal business name, address, email address and phone number and update this information if it should change.  

RESTRICTIONS AND RESPONSIBILITIES 

Customer shall authorize access to the Service consistent with the number of Users procured by Customer on Subscription Service Agreements or Online Sign Up page.  User logins are assigned to designated Individuals and cannot be shared or used by more than one Individual, however a User login may be assigned to another Individual, on a permanent basis, as required by Customer.  Customer will use commercially reasonable efforts to prevent unauthorized access to the Service.  Customer is responsible for all activities conducted under User logins and API tokens, and for Authorized User compliance with this Agreement.  

You shall be solely responsible for your own compliance with applicable laws and regulations with respect to all transactions.  You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) and for all costs associated therein.  You shall also be responsible for maintaining the security of the Equipment.

You will not, directly or indirectly: (a) copy, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service; (b) modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by Company or authorized within the Service); (c) use the Service or any Software for time-sharing or service bureau purposes, or  rent, resell, sublicense or permit the concurrent use of a single User license; (d) access the Service for the purpose of building a similar or competitive product or service; (e) use the Service in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit anything  to the Service that contains any viruses, worms, or other malicious file or programming routines that are intended to adversely impact, intercept or expropriate any systems, data or property of another; (g) probe, scan or penetrate the Service; or (h) obtain unauthorized access to the Service.

With respect to any Software that is distributed or provided to Customer for use on Customer’s or other third-party servers or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Service.

You may not remove or export from the United States or allow the export or re-export of the Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

You represent, covenant, and warrant that you will use the Service only in accordance with all applicable local, state, federal and foreign laws, treaties, regulations and conventions, including but not limited to those related to privacy, electronic communications, and anti-spam legislation.

Customer represents and warrants that neither it nor any of its affiliates, directors, partners, principals, officers, employees and agents (i) is a Restricted Person; (ii) is the government of a Restricted Country; or (iii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, any Restricted Person or Restricted Country.

  • “Restricted Country” means any country or geographic region subject to comprehensive economic sanctions administered by OFAC or the European Union, which currently includes: Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine.
  • “Restricted Person” means any individual or entity included on one or more of: the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, all administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the consolidated list of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; and similar lists of restricted parties maintained by other governmental authorities.  Restricted Persons also include individuals or entities that are owned by, controlled by, or acting on behalf of parties included on any of the foregoing lists.

SERVICES AND SUPPORT

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Service.

  

Subject to the terms of this Agreement, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.

Except with respect to this or other agreements to which both Company and Customer are parties, Customer understands and acknowledges that its use of the Service shall not be construed to make Company a party to any agreement executed using the Service.

The Service may contain links to third party websites, resources, products or services (collectively “Third Party Content”) that are not owned or operated by the Company.  You acknowledge that the Company has no control over and assumes no responsibility for the accuracy, integrity, suitability, performance or quality of this Third Party Content.  Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, services, resources, advertising or any other materials, on or available from such third party sites or resources.  Furthermore, you acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such Third Party Content made available on or through our Service.  It is your responsibility to review and evaluate any such Third Party Content that is made available through the Service. 

PRIVACY LAWS 

The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processor”, “process”/”processing”, “special categories of personal data” and “supervisory authority” have the meanings given to them under the EU General Data Protection Regulation 2016/679 (“GDPR”), or in the same or substantially similar terms or concepts used in applicable data protection law. If such concept(s) is/are not used in applicable data protection law, the term(s) will have the meaning given in the GDPR.

Customer is the controller or processor (as applicable) of personal data that is processed by Company in connection with the provision and delivery of the Services (“Personal Data”). Subject to the last paragraph of this section “PRIVACY LAWS”, Company is the processor or sub-processor (as applicable) of this Personal Data. 

Customer shall comply with all applicable law relating to the processing of personal data and shall ensure that any instructions it issues to Company comply with applicable data protection law. Customer shall not provide Company any special categories of personal data. 

Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data, and the means by which Customer acquired Personal Data and shall establish the legal basis for processing under applicable data protection law, including by providing all notices and obtaining all consents as may be required under applicable data protection law in order for Company to process Personal Data in order to provide the Services and as otherwise contemplated by these Terms of Service. 

The following shall apply to the extent applicable data protection law requires these contractual compliance obligations by a processor. Subject to the preceding sentence, Company shall, with respect to the Personal Data:

  1. only process Personal Data in accordance with Customer’s instructions or as required by law. Customer instructs Company to process Personal Data to perform the Services. The details of the processing are set out at Annex 1 of these Terms of Service. Without prejudice to the fifth paragraph of this section “PRIVACY LAWS”, Company shall inform Customer if it considers Customer’s instructions infringe applicable data protection law and shall, without liability, be entitled to stop processing Personal Data in accordance with such infringing instruction;
  1. ensure its personnel that process Personal Data are subject to enforceable duties of confidence and protect Personal Data in accordance with its security policies and inform Company of any personal data breach;
  1. to the extent permitted by law, notify Customer of any request from a data subject to exercise their rights under applicable data protection law and at Customer’s cost and reasonable request, provide reasonable assistance to Customer to respond to such rights; 
  1. on termination of the provision of the Services, return or delete Personal Data (at Customer’s election), except as required by law, internal business purposes or to defend any actual or possible legal claims;
  1. at Customer’s cost and reasonable request, provide Customer with reasonable assistance to complete data impact assessments and/or consultations with supervisory authorities as required by applicable data protection law;
  1. at Customer’s cost and reasonable request, provide Company with reasonable information to assist with demonstrating Company’s compliance with the requirements of this section “PRIVACY LAWS”; and
  1. be permitted to engage sub-processors. The current list of sub-processors can be found here https://gosnapsign.com/legal/sub-processors/. Company may update this list from time to time. If Customer does not object within ten (10) days of such update, Customer will be deemed to have approved to such update. Company shall ensure that agreements with sub-processors contain substantially similar provisions as this section “PRIVACY LAWS”, and remain responsible for the acts and omissions of sub-processors.

Customer agrees that during and after the provision of the Services, Company may use any information it collects and uses in connection with the Services, together with information from its other clients, for data analytics purposes, including to create insights, reports and other analytics to improve the quality of and market Company’s advice, products and services. The output of such analytics will not identify particular individuals.

If any country where the Services are to be rendered hereunder has or enacts a data protection-related law (including any subsequent amendment thereto) that requires the execution of a data processing agreement or additional data protection provisions not included in this section “PRIVACY LAWS”, then Company shall, upon Customer’s reasonable request, execute such data processing agreement on such terms and conditions as agreed by the parties.

Additional European Economic Area, the UK and/or Switzerland provisions 

To the extent the Personal Data is subject to the applicable data protection laws of the European Economic Area, the UK and/or Switzerland, the following additional provisions shall apply:

  • “SCCs” means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission decision of 4 June 2021 and published under document number C(2021) 3972 available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj
  • “UK Approved Addendum” means the template Addendum B1.0 issued by the UK’s Information Commissioner’s Office and laid before Parliament in accordance with section s119A of the Data Protection Act 2018 on 2 February 2022, and in force on 21 March 2022, as it is revised under section 18 of the UK Mandatory Clauses; 
  • “UK Mandatory Clauses” means the mandatory clauses of the UK Addendum, as updated from time to time and replaced by any final version published by the Information Commissioner’s Office. 

To the extent Company is not subject to the applicable data protection laws of the European Economic Area, the UK and/or Switzerland, Company and Customer agree to comply with the SCCs (unless Company can rely on an alternative export mechanism or derogation under the applicable data protection laws of the European Economic Area, the UK and/or Switzerland), which are hereby incorporated into these Terms of Service by reference and construed as follows:

  • Module 2 (Transfer Controller to Processor) of the SCCs shall apply where Company acts as a processor and Module 3 (Transfer Processor to Processor) of the SCCs shall apply where Company acts as a sub-processor;
  • the SCCs constitute a separate agreement between Customer (as data exporter) and Company (as data importer) and Annex I, Part A of the SCCs is deemed completed with the respective party’s details (“SCC Parties”);
  • clauses 8.1 (instructions), 8.5 (storage/erasure/return of personal data) and 9 (sub-processors) of the SCCs shall be construed by reference to the applicable terms of this section “PRIVACY LAWS”;
  • Annex I, Part B of the SCCs, Annex II of the SCCs and Annex III of the SCCs are deemed completed by the details in point (a), point (b) and point (g) of this section “PRIVACY LAWS”, respectively; 
  • for purpose of clause 17 of the SCCs (Governing law), Irish law shall apply if the data exporter is not established in an EU Member State. The parties agree the Irish courts for the purpose of clause 18 of the SCCs (Choice of forum and jurisdiction); 
  • the competent supervisory authority under the SCCs shall be the supervisory authority of the EU member state in which the data exporter is established. If the data exporter is not established in an EU member state and has appointed an EU representative under the GDPR, the supervisory authority will be the authority of the EU member state in which the EU representative has been appointed. In all other cases, the competent supervisory authority shall be the Irish supervisory authority; and
  • if there is any conflict between the SCCs and these Terms of Service, the SCCs shall prevail. 

To the extent the applicable data protection laws of the UK apply to the Personal Data, the SCCs shall be supplemented by the UK Approved Addendum. Table 1 of the UK Approved Addendum is as per the SCC Parties. The start date shall be the date that these Terms of Service are entered into. In relation to Table 2 of the UK Approved Addendum, the version of the SCCs that applies is Module 2 or Module 3 (as applicable). In relation to Table 3 of the UK Approved Addendum, the requisite information is contained in point (a) and point (b) of this section “PRIVACY LAWS”. In relation to Table 4, Company (as data importer) may end the UK Approved Addendum in accordance with clause 19 of the UK Mandatory Clauses. The governing law; jurisdiction; and competent supervisory of the SCCs will be as set out in the UK Mandatory Clauses.

To the extent the applicable data protection laws of Switzerland apply to the Personal Data, references in the SCCs shall be construed as follows:

  • “European Union” (“EU”), the “EU” a “Member State”, an “EU Member State” or “one of the EU Member States” shall refer to Switzerland;  
  • “Regulation (EU) 2016/679” shall refer to the applicable data protection laws of Switzerland; and 
  • “supervisory authority” shall refer to the Swiss data protection authority.  

Additional US Provisions  

To the extent that the Personal Data is subject to individual US state laws, the applicable state privacy law shall apply and may provide additional rights to its residents. If you are a resident of a state that has such laws, and you wish to exercise any rights granted to you under those laws, please contact us using the contact information provided below. We will respond to your request within 45 days. Please note that we may need to verify your identity before we can process your request. Additionally, please note that these state privacy laws may provide certain exceptions to these rights, and we may not be able to fulfill every request we receive. If we are unable to fulfill your request, we will explain why in our response.

Contact Email:  privacy@thinkwork.com

Contact Phone:  646-494-5775  

Additional California Provisions 

To the extent that the Personal Data is subject to the California Consumer Privacy Act, the CCPA Service Provider Addendum available at https://gosnapsign.com/ccpa/ shall apply to the processing and is hereby incorporated into these Terms of Service by reference. 

Controller Activities 

Company is a controller for its processing of personal data in the Thinkwork Privacy Policy (see the full Privacy Policy at https://gosnapsign.com/privacy-policy), and the obligations on Company in this section “PRIVACY LAWS” do not apply to Company’s processing of personal data for which Company is a controller. 

CONFIDENTIALITY, PROPRIETARY RIGHTS 

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party).  Confidential Information of Company includes non-public information regarding performance, features, functionality, interface and documentation of the Service; and the terms of this Agreement.  Confidential  Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third person any such Confidential Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.  All other non-confidential information provided to Company will be managed as per the published Thinkwork Privacy Policy (see the full Privacy Policy at https://gosnapsign.com/privacy-policy). 

You shall own all right, title and interest in and to any content and documents that you upload into the Service, not including any Company intellectual property (“Customer Data”).  You hereby grant to Company non-exclusive, worldwide, royalty-free right to store, use, collect, copy, transmit, modify and create derivative works from Customer Data solely for the purpose of delivering the Service or as otherwise expressly permitted in these Terms and the Privacy Policy and, to the extent applicable, the Thinkwork Data Processing Agreement.  

Company shall own and retain all right, title and interest in and to (a) the Service and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, but subject to the Privacy Policy and, the section in these Terms of Service titled “PRIVACY LAWS”, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.  

The logos, trademarks and service marks displayed within the Service (collectively, “Trademarks”) are the unregistered and registered Trademarks of the Company and others and may not be used without the express written consent of the Company and others.

You grant Company the world wide, royalty free, irrevocable, perpetual, fully transferable right to modify, use, distribute and incorporate into the Service any enhancement request, recommendation, proposal, correction, suggestion or other feedback provided by you related to the operation, performance or functionality of the Service.

Any rights in the Service or Company’s intellectual property not expressly granted herein by Company are reserved by Company.  

TERM, SUSPENSION AND TERMINATION

Company reserves the right to suspend Customer’s access to and use of the Service if any payment is due and remains unpaid after Company has provided Customer with a delinquency notice and 30 days have passed since the transmission of the delinquency notice.  Customer agrees that Company shall not be liable to Customer or any third party for any suspension pursuant to the foregoing.

Company reserves the right to suspend your access to the Service, remove any content, or disable your Service account, if Company reasonably concludes that you are using the Service for illegal activities, spamming, engaging in denial of service attacks and/or your use of the Service is causing immediate and material harm to Company or others.  

Subject to earlier termination as provided herein, this Agreement is for the Initial Subscription Term as specified in the Order Form or Online Sign Up page, and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (collectively, the “Subscription Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Service up to and including the last day on which the Service is provided.  Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

BILLING, SUBSCRIPTION CHANGES, PAYMENT OF FEES

Customer will pay Company the then applicable fees described in the Order Form or per the Online Sign Up page for the Services in accordance with the terms therein (the “Fees”).  The Fees for the Service will be prepaid at the beginning of the Subscription Term, as determined by the Effective Date in the Order Form, or based on the date of the initial sign up of the Customer on the Online Sign Page, or the then-current renewal term.  

If Customer’s use of the Service exceeds the Service Capacity set forth on the Order Form or the Online Sign Up page, or otherwise requires the payment of additional fees, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.   

 

Customer shall be responsible for all sales, use, value-added, excise, business, service or other similar taxes imposed by applicable law associated with Service, other than taxes based on Company’s net income. 

CUSTOMER AUTHORIZES COMPANY TO CHARGE CUSTOMER’S PAYMENT METHOD ON A RECURRING BASIS (E.G. MONTHLY OR ANNUAL) BASIS (“AUTHORIZATION”) FOR APPLICABLE FEES, ANY ADDITIONAL CHARGES INCURRED IN CONNECTION WITH THE CUSTOMER’S USE OF THE SERVICE AND ALL APPLICABLE TAXES.  

CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.  If Customer elects to terminate or cancel Service prior to the end of the Subscription Term, no refunds or credits for Fees or payments will be provided to Customer.

If Customer chooses to upgrade the Service or increase the number of Users authorized to access the Service during the Subscription Term, any incremental Service related Fees associated with such upgrade will be charged in accordance with the remaining Subscription Term.  

Customer may not downgrade the Service or decrease the number of Users authorized to access the Service during the Subscription Term.  If Customer would like to downgrade the Service or the number of Users authorized to access the Service, Customer must provide Thinkwork with thirty (30) days written notice prior to the end of the then current Subscription Term.  Customer will be responsible for removing Users from their account prior to the beginning of the subsequent Subscription Term.  Downgrading the Service plan may result in the loss of Service features, integrations, content and capacity.  Thinkwork does not accept any liability for such loss.   

  

Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Subscription Term, upon thirty (30) days prior notice to Customer (which may be sent by email). 

If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. 

MODIFICATIONS AND DISCONTINUATION OF SERVICE

Company may modify the Service or parts of the Service from time to time and will use commercially reasonable efforts to notify Customer of any material modifications.  Company reserves the right to discontinue the Service at the conclusion of Customer’s Subscription Term, upon thirty (30) days prior notice to Customer.  Upon any discontinuation, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.  Company shall not be held liable to Customer or to any third party for any such modification and/or discontinuance of the Service, or any part thereof.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service and shall perform the Implementation Services in a professional and workmanlike manner.  Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Company does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE AND IMPLEMENTATION SERVICE ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

CERTAIN TYPES OF AGREEMENTS AND DOCUMENTS MAY BE EXCEPTED FROM ELECTRONIC SIGNATURE LAWS (E.G. WILLS AND AGREEMENTS PERTAINING TO FAMILY LAW), OR MAY BE SUBJECT TO SPECIFIC REGULATIONS PROMULGATED BY VARIOUS GOVERNMENT AGENCIES REGARDING ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS. COMPANY IS NOT RESPONSIBLE OR LIABLE TO DETERMINE WHETHER ANY PARTICULAR DOCUMENT IS SUBJECT TO AN EXCEPTION TO APPLICABLE ELECTRONIC SIGNATURE LAWS, OR WHETHER IT IS SUBJECT TO ANY PARTICULAR AGENCY PROMULGATIONS, OR  WHETHER IT CAN BE LEGALLY FORMED BY ELECTRONIC SIGNATURES.

INDEMNIFICATION

You hereby agree to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Service.  Although Company has no obligation to monitor your use of the Service, Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.

 

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

COMPANY AND CUSTOMER ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON THEIR LIABILITY.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Connecticut without regard to its conflict of laws provisions. 

UPDATES

Company reserves the right to modify or replace these Terms of Service at any time. If the Company updates these Terms of Service, Company will also update the “Last Updated” date above.  It is your responsibility to review these Terms of Service frequently and to review any revisions made to them.  By continuing to access or use our Service after those revisions become effective, you agree to be bound by these revised terms. If you do not agree to the new Terms of Service then you may not access or use the Service. 

If you have any questions about our Service or about these Terms, please contact us at support@website-a00606d8.hlh.oha.mybluehost.me.

ANNEX 1:  DETAILS OF PROCESSING OF PERSONAL DATA

Categories of data subjects whose personal data is transferred

Customer may, at its sole discretion, submit Personal Data to Company, which may include, but is not limited to, the following categories of data subjects: employees, relatives of employees, customers, contractors, collaborators, prospective customers, service providers, suppliers, business partners, vendors, advisors (all of whom are natural persons) of Customer and any natural person(s) authorized by Customer to use the Service(s). 

Categories of personal data transferred

Customer may, at its sole discretion, submit Personal Data to Company, which may include, but is not limited to, the following categories of data:

Identification information: first and last name, alias, email address, telephone number, address (business or personal), date of birth, signature/initials (as typed, drawn or uploaded image), title, photo

Financial information:   credit card number, debit card number, payment history, other payment method information

IT information:  IP Address, location data, browser data, operating system data, cookie data to the extent this is processed by Company to provide its cloud-based electronic signature service

Other information:  Documents, Images, Communications (email, voicemail) 

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Company does not want to, nor does it intentionally, collect or process any Sensitive Data in connection with the provision of the Service.  As such, the parties do not anticipate the transfer of Sensitive Data.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

The frequency of the transfer is continuous based upon Customer’s ongoing usage of the Service.  

Nature of the processing

Company hosts and processes Personal Data in order to provide its cloud-based electronic signature service. 

Purpose(s) of the data transfer and further processing

Personal Data will be processed as needed in order to provide the cloud-based electronic signature service.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Personal data will be processed for the duration of Customer’s usage of the Services, in accordance with the section titled “PRIVACY LAWS”.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

All Personal data may be transferred to and processed by sub-processor(s) for the duration of Customer’s usage of the Service