These
Terms of Use ("Terms") apply to (a) the use of the website
located at https://RightSignature.com
and all associated sites linked to it by RightSignature (the "Site")
and (b) the RightSignature electronic signature services (the "Services")
provided on or through the Site or through any RightSignature widget on a third
party site ("Widgets"). The Site, the
Services, and all Widgets are the property of RightSignature, LLC, a California
limited liability company, its subsidiaries, and affiliates ("RightSignature").
BY USING THE SITE, THE SERVICES, AND ANY WIDGETS, YOU AGREE TO THESE TERMS OF
USE AS WELL AS THOSE OF CITRIX SYSTEMS (located at http://citrix.com/about/legal/legal-notice); IF YOU DO NOT AGREE, DO NOT USE THE SITE, THE SERVICES, OR ANY WIDGET(S).
RightSignature reserves the right, at its
sole discretion, to change, add or remove portions of these Terms, at any time.
It is your responsibility to check these Terms each time before using the Site.
Your continued use of the Site following the posting of changes will mean that
you accept and agree to the changes. As long as you comply with these Terms and
any such modifications, RightSignature grants to you a personal, non-exclusive,
non-transferable, non-sublicensable, limited privilege to use the Site,
Services and Widget(s) solely in accordance with these Terms. BY CREATING AN ACCOUNT AND/OR LOGGING
IN, YOU (A) AGREE TO THE TERMS OF USE IN EFFECT AT THE TIME YOU CREATE THE
ACCOUNT OR LOG IN, AS APPLICABLE, AND (B) REPRESENT AND WARRANT THAT YOU ARE
AGE 18 YEARS OR OLDER. IF YOU ARE NOT AGE
18 OR OLDER, THEN DO NOT USE THE SITE, THE SERVICES OR ANY WIDGET(S).
1.
Execution of Agreements Using RightSignature's
Services. You hereby agree to and accept the
following terms and conditions regarding documents, contracts, and agreements
(individually an "agreement" and collectively "agreements")
executed using RightSignature's Services:
1.1
Electronic Signatures. You are not
required to use or accept electronic agreements or signatures provided by
RightSignature's Services. If you
do not wish to use the Services, notify the parties that are sending you
documents via the Services (your "counterparties") that you
wish to sign using paper documents and do not use the Services to execute any
documents sent to you by your counterparties.
1.2
Consent.
Each time you sign agreements using the Services provided by
RightSignature, you affirmatively consent to conducting electronic business
transactions and using electronic signatures via the Services. You also confirm your ability to access
information in the form that will be used to provide the information that is
subject to your consent. Your
consent applies only to the transaction that gave rise to the obligation to
provide the agreement. If you are a consumer, you may have the
right or option to have the agreement provided or made available on paper or in
nonelectronic form. You hereby
agree that RightSignature has no obligation to provide or make available on
paper or nonelectronic forms any agreements to which you are a party and that
your counterparty is solely responsible for providing any agreements on paper
or in non-electronic form. After
signing a document using the Services, RightSignature will provide you with the
option to download and print a paper copy of the document, and no fee is
charged for this copy. Prior to
signing an agreement, RightSignature does not provide an option for you to
receive the agreement in paper or non-electronic form.
1.3
Withdrawing Consent. If you wish to withdraw the consent to
have the agreement provided or made available in an electronic form and to use electronic signatures, you
must stop using the Services and notify any parties that are sending you
documents via the Services that you wish to sign using paper documents. You agree that your counterparties,
rather than RightSignature, are solely responsible for notifying you of any
conditions, consequences (which may include termination of your relationship
with your counterparties), or fees in the event of such withdrawal. Any
decision to consent or not consent to current or future transactions does not
have an effect on the legality of documents that you have previously executed
using RightSignature's Services.
If you wish to update information needed for RightSignature to contact
you, you may (a) change the email address where you would like to receive
electronic communications by sending an email to signup@rightsignature.com
that contains both your old and new email address or (b) login to your
RightSignature archive account and change your email address in your account
settings.
1.4
Requirements. The
hardware and software requirements for access to and retention of the
agreements are as follows:
(a)
Operating Systems: Windows 2000, Windows XP, Windows Vista,
Mac OSX;
(b)
Browsers: Internet Explorer 8 or above, Mozilla
Firefox 3 or above, Google Chrome 4 or above, Safari 3 or above; and
(c)
Screen
Resolution: 800 x 600 minimum.
If you are a consumer and these
requirements change after you have executed an agreement using the Services in
such a way that there is a material risk that you will not be able to access or
retain a subsequent agreement that was subject to your consent, RightSignature
will provide you with a statement of the revised hardware and software
requirements for access to and retention of your agreements and the right to
withdraw your consent without the imposition of any fees for such withdrawal
and without the imposition of any condition or consequence that was not
previously disclosed to you. In
addition, RightSignature will provide you notice of the new requirements for
hardware and software requirements for access to and retention of your
agreements and will require your consent or confirmation in a manner that
reasonably demonstrates that you can access information in the electronic form
that will be used to provide the information that is the subject of the
consent.
1.5
Document
Retention. All of your documents and
templates are archived indefinitely while your paid subscription remains active
and account remains in good standing. If you cancel your
subscription or your account is terminated in accordance with the provisions
herein, your agreements and templates may be deleted or rendered not accessible
via the Services. When all
counterparties have signed an agreement that you have signed using the
Services, you will receive the executed agreement in Portable Document Format
emailed to you (unless this option has been disabled in the
document senders account). You are solely responsible for retaining your
agreements. You
agree that neither RightSignature nor its vendors, suppliers or licensors are
responsible for any damages you may suffer or incur resulting from information
or communication that is blocked by a spam filter and that you are solely
responsible for implementing appropriate safeguards to secure your phone,
computer or equipment and to back-up your information stored on each. You may login to your
RightSignature archive account, created for you after you have executed an
agreement, to access and download your agreement for a limited time in the
future. You are solely responsible for
retaining your agreements, and yYou hereby agree
that you are solely responsible for retaining any agreements that you execute
using the Services for the periods required by any applicable statute of
limitation and that RightSignature shall have no liability for not retaining any agreements for such
periods. If you cancel your subscription or your account is terminated
in accordance with the provisions herein, your agreements and templates may be
deleted or rendered not accessible via the Services.
1.6
RightSignature
Not a Party; Performance by Parties.
RightSignature provides the Services and the Site as a location for parties to
execute agreements between or among parties other than RightSignature. When you
and any one or more other parties executes an
agreement through the Services, only you and your counterparties have rights
and duties with respect to such agreement. RightSignature
is not a party to any such agreement, and RightSignature shall not have any
liability or responsibility whatsoever with respect to the validity or
enforceability of any such agreement, the breach by any party in the
performance of its obligations under that agreement, any dispute over payments
made or credit card information provided in any such agreement, or your failure
to obtain the outcome you were seeking to achieve by entering into any such
agreement. If you provide credit card or other payment related information when
submitting a document, such information may be accessible to other parties to
the document, and other parties may apply charges to your accounts using such
information. Payment information may be stored in or processed by integrated
third-payment payment processing services, and by providing payment information,
you will be subject to the terms of use of such integrated services. For example, if you purchase any products or
services under an agreement that is executed using RightSignature, then you
must look solely to the seller for delivery of those products or services, and
RightSignature will not have any obligation to ship any product to you or
perform any services that you purchase under an agreement executed using the
RightSignature Services. The sole customer
support function provided by RightSignature is to answer questions regarding
the functions of the site, and RightSignature will not have any obligation to provide
any customer support with respect to the performance by any party to any
agreement executed using RightSignature.
1.7
Disputes
Under Agreements. If any dispute arises between or among
any parties to an agreement that has been executed using RightSignature, then
RightSignature shall not have any responsibility or liability whatsoever with
respect to that dispute. Without limiting the
generality of the foregoing, RightSignature will not have any obligation to
assist in mediating any such dispute, to locate any other party to the
agreement, or otherwise to facilitate a resolution of the dispute.
1.8
Third-Party
Tools. RightSignature
may provide you with access to optional third party tools, including but not
limited to integrated software services and payment processing services. You
acknowledge and agree that RightSignature provides access to such tools as is
without any warranties, representations or conditions of any kind and without
any endorsement. RightSignature shall have no liability whatsoever arising from
or relating to your use of such tools, and your use of such tools shall be
subject to and governed by the terms of use of such tools.
1.9
Disclaimer
Re Legal Advice.
NOT ALL AGREEMENTS THAT ARE IN
ELECTRONIC FORM OR THAT ARE ELECTRONICALLY SIGNED ARE LEGALLY ENFORCEABLE. ANY STATEMENTS MADE BY
RIGHTSIGNATURE ABOUT THE VALIDITY OF ELECTRONIC CONTRACTS AND THE SIGNATURE
LINES OF AGREEMENTS THAT ARE ELECTRONICALLY EXECUTED ARE FOR EDUCATIONAL AND
INFORMATIONAL PURPOSES ONLY, ARE GENERAL IN NATURE, AND ARE NOT INTENDED, AND
SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. NOT ALL AGREEMENTS THAT ARE IN
ELECTRONIC FORM OR THAT ARE ELECTRONICALLY SIGNED ARE LEGALLY ENFORCEABLE. RIGHTSIGNATURE
HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT AGREEMENTS THAT ARE
ELECTRONICALLY EXECUTED THROUGH RIGHTSIGNATURE ARE VALID OR ENFORCEABLE UNDER
THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER
JURISDICTION. IF YOU WISH TO VERIFY THE VALIDITY OR
ENFORCEABILITY OF ANY AGREEMENT YOU PLAN TO EXECUTE OR HAVE EXECUTED USING
RIGHTSIGNATURE, THEN YOU SHOULD CONSULT A LICENSED ATTORNEY FOR APPROPRIATE
LEGAL ADVICE.
1.10
Taxes. You agree that you and each other party
to an agreement that you execute through RightSignature are responsible for (a)
determining the amount of sales, use or other taxes that you may owe as a
result of any such agreement, and (b) collecting, reporting, and remitting any
sales, use or other taxes required under applicable law. You
agree that RightSignature has no responsibility to collect, report or remit
sales, use or any other applicable taxes in connection with your agreements,
and further agree to indemnify, defend and hold RightSignature harmless from
any and all claims, demands, damages, awards, fines, costs, expenses and liability
in any way associated with foregoing.
1.11
Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT
RIGHTSIGNATURE SHALL, AND HEREBY AUTHORIZE RIGHTSIGNATURE TO, COLLECT AND
PROVIDE TO OTHER PARTIES INFORMATION THAT IS REASONABLY NECESSARY TO
AUTHENTICATE YOUR IDENTITY FOR PURPOSES OF ENTERING INTO AN AGREEMENT USING
RIGHTSIGNATURE, AND TO COMMUNICATE WITH YOU OR ANOTHER PARTY TO THE AGREEMENT
REGARDING SUCH AGREEMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THAT
AGREEMENT. SUCH INFORMATION MAY INCLUDE, BUT IS NOT LIMITED TO, YOUR NAME,
EMAIL ADDRESS, INTERNET PROTOCOL ADDRESS, SYSTEM PREFERENCES, BROWSER
PREFERENCES, INSTALLED PLUG-INS, LOCAL STORAGE PREFERENCES, SCREEN RESOLUTION,
LOCAL TIMEZONE, BIOMETRIC SIGNATURE, FONT LISTINGS, AND USER AGENT STRING. YOU
HEREBY AGREE THAT RIGHTSIGNATURE SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR
LIABILITY WITH RESPECT TO THE COLLECTION OF SUCH INFORMATION, THE DISCLOSURE OF
SUCH INFORMATION TO ANY OTHER PARTY, OR ANY COLLECTION, USE OR DISCLOSURE OF
SUCH INFORMATION BY ANY OTHER PARTY.
1.12
Release. You hereby waive and release RightSignature and its
parents, sister companies, subsidiaries, affiliates, service providers, other
users, distributors, licensors, officers, directors and employees (collectively
the "RightSignature Released Parties") from all, and agree not
to assert against any of the RightSignature Released Parties any, claims,
costs, damages or expenses arising from or relating to any of the matters
described in the foregoing Sections 1.1 through 1.11, including
but not limited to any such claims, costs, damages or expenses arising from or
relating to any dispute with one or more other parties to any agreement
executed using RightSignature. The release under this Section
1.12 is intended to be a general release of all claims, including both
known and unknown claims, and if you are a California resident, then you also
hereby you waive any rights that you may have under 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 or her favor at the time
of executing the release, which if known by him or her must have materially
affected his or her settlement with the debtor."
2.
Content;
Copyright and Trademark Notice.
All media, software, text, images, graphics, user interfaces, music, videos,
photographs, trademarks, logos, artwork and other content on the Site, made
available through the Services, and within the Widgets (collectively, but not
including your posted content, "Content"), including but not
limited to the design, selection, arrangement, and coordination of such Content
on the Site, is owned or licensed by or to RightSignature, and is protected by
copyright, trade dress, and trademark laws, and various other intellectual property
rights laws. Except as expressly provided in these Terms, no part of the Site
and no Content may be reproduced, recorded, retransmitted, sold, rented,
broadcast, distributed, published, uploaded, posted, publicly displayed,
altered to make new works, performed, digitized, compiled, translated or
transmitted in any way to any other computer, website or other medium or for
any commercial purpose, without RightSignature's prior express written consent. Except as expressly provided herein, you are
not granted any rights or licenses to any patents, copyrights, trade secrets,
trade dress, rights of publicity or trademarks with respect to any of the
Content, and RightSignature reserves all rights not expressly granted
hereunder. Use of the Site or Services for purposes of competitive intelligence
is strictly prohibited and a violation of these Terms. If you access the Site
and replicate on a competitive service any of the Site's features, any portion
of the Site's user interface, or any other intellectual property displayed on
the Site, you agree to pay damages, including but not limited to, liquidated
damages in the amount of all revenue earned by your competitive service after
the date material was copied from the Site.
2.1
RightSignature, and all the other marks, custom
graphics, icons, logos and service names on the Site are the trademarks and
service marks of RightSignature or its licensors. The use of
any such trademark or service mark without RightSignature's express written
consent is strictly prohibited.
2.2
It
is your responsibility to evaluate the accuracy, completeness or usefulness of
any information, opinion, advice, document, contract, or other content
available through RightSignature. RightSignature generally does not pre-screen,
monitor or edit the content posted by other users. However,
RightSignature and its agents have the right, at their sole discretion, to
remove at any time any content that, in RightSignature's judgment, does not
comply with these Terms or is otherwise harmful, objectionable or inaccurate.
RightSignature is not responsible for any failure or delay in removing such
content. RightSignature shall have the right, but not the obligation, to
monitor the content of RightSignature, including postings and communications,
to determine compliance with these Terms and any operating rules established by
RightSignature and to satisfy any law, regulation or authorized government
request.
2.3
No
part of the Site or these Terms is intended or shall be construed as legal
advice. Neither RightSignature nor any of its content
providers shall be liable for any errors or omissions in the content or for any
actions taken in reliance thereon.
3.
Registration;
Customer Accounts; Use of Site, Services and Widgets. You are responsible for maintaining the
confidentiality of your account information, including your password, and for
all activity that occurs under your account. You agree to notify RightSignature
immediately of any unauthorized use of your account or password, or any other
breach of security. You may be held liable for
losses incurred by RightSignature or any other user of the Site, Services or
Widget(s) due to someone else using your password or customer account.
3.1
Use of Passwords. You may not
use anyone else's password or customer account at any time or attempt to gain
unauthorized access to the Site, Services or Widget(s). You
agree to provide us with accurate, current and complete information about
yourself and your billing/payment information as prompted by the registration
process or any conversion and redemption process. You may
update any of your account information by following the procedures set forth on
the Site or Widget(s). You may not use any automatic device, program, algorithm
or methodology, or any similar or equivalent manual process, to access,
acquire, copy, probe, index, manipulate, test or monitor any portion of the
Site, Services or Widget(s) or any Content, or in any way reproduce or
circumvent the navigational structure or presentation of the Site, Services or
Widget(s) or any Content, to obtain or attempt to obtain any materials,
documents or information through any means not purposely made available through
the Site or Widget(s). You agree that you will not take any action that imposes
an unreasonable or disproportionately large load on the infrastructure of the
Site, Services or Widget(s) or any of the systems or networks comprising or
connected to the Site, Services or Widget(s).
3.2
Termination
of Access. RightSignature
reserves the right at any time to time to modify or discontinue the Service (or
any part thereof) with or without notice. RightSignature shall not be liable to
you or to any third party for any modification, price change, suspension or
discontinuance of the Service. You also agree that RightSignature may, in its
sole discretion and without prior notice to you, terminate your access to the
Site, Services or Widget(s) and your account for any reason, including without
limitation: (a) any attempts to overcome any software security features
limiting use of or protecting any Content, (b) discontinuance or material
modification of the Site or any service offered on or through the Site,
Services or Widget(s), (c) any suspected or actual violation of these Terms, (d)
suspected or actual copyright infringement, (e) unexpected operational
difficulties, (f) inactivity for more than 12 months, or (g) requests by law
enforcement or other government agencies. You agree not to use the Site, Services, or Widgets to collect credit card numbers, unless you enable and utilize the Stripe payment processing integration for all credit card collection in documents. You agree
not to submit to or store in the Site, Services, or Widgets any Protected
Health Information under the Health Insurance Portability and Accountability
Act of 1996 (HIPAA) unless you have informed RightSignature in advance and
executed a Business Associate Agreement in the form provided by RightSignature.
Without limiting any of its rights or remedies, if RightSignature determines
that you have directly or indirectly attempted or committed fraudulent activity
with respect to RightSignature, RightSignature may immediately suspend or
terminate your account and charge your credit card on file to recover any
damages and costs incurred in connection with such fraudulent activity. In
addition, any such fraudulent activity is a criminal offense and violators will
be prosecuted to the fullest extent of the law. You agree
that RightSignature will not be liable to you or to any third party for
termination of your account and/or access to the Site, Services or Widget(s).
For purposes of clarity, upon any termination of your account for any reason,
all licenses granted to you hereunder shall immediately terminate, but all other
portions of these Terms shall survive such account termination.
3.3
Payment
for Services. If you are:
(a)
Professional and Enterprise Users. A user of the Professional Edition or
Enterprise Edition of the Services, then you will pay charges for the Services
in accordance with the pricing provided to you when you subscribe for the
Services. Such Agreement shall be automatically renewed for successive terms of
the same length as initially established in such Agreement unless either party
delivers a written notice to the other at least thirty (30) days prior to the
end of the term then in effect. Document thresholds are based on number of
individual documents sent, regardless of whether documents are sent
individually or concatenated in packages.
(b)
Other
Users. Any
other user of the Services, then you will pay charges for the Services at the
time and in the periodic amounts that are published on the RightSignature
website from time to time. Such charges may be paid by
credit card or such other means as is permitted under terms and conditions
published from time to time on the RightSignature website. Charges for the
Services are subject to change upon 30 days notice. For monthly subscriptions,
your credit card will be charged at the beginning of each month for that month's
fee. If you cancel your monthly subscription, such cancellation will be
effective on the first of the following month and no future monthly fee shall
be charged. For annual or yearly subscriptions, your credit card will be
charged on or around the annual anniversary of your subscription. If you cancel
your annual subscription, such cancellation will be effective at the end of the
subscription year then in effect and no future annual fee shall be charged. To
cancel your monthly or annual subscription, you must send your request in
writing to support@rightsignature.com,
and the request must be sent from the email address associated with the owner
of the account. You will receive a cancellation confirmation via email from
RightSignature support. If you do not receive such confirmation, your request
was not received nor processed. Self-signup plans displayed on the Site are
licensed for small business use only by companies with up to 25 employees.
These plans include unlimited document sending subject to RightSignature's
small business fair use maximum, which is currently 40 documents per month on
the Personal plan and 200 documents per month on the Business plan. If
utilizing the Request Attachments feature, there is a fair use maximum of 100MB
of file attachments uploaded by signers per month on the Business plan. If your
use exceeds any of these thresholds, you may be notified that you will be
required to transition to a higher level plan, such as Gold, Professional, or
Enterprise Edition, in order to continue using the Services.
4.
Consent
to Collection, Use & Disclosure of Your Personal Information. As more fully described in our Privacy
Policy, you must disclose certain Personally Identifiable Information to use
our Site, Services or Widget(s), register. As a condition of using or
registering with our Site, Services or Widget(s) or using any service offered
on or in connection with the Site, you represent that you have first read our
Privacy Policy and consent to the collection, use and disclosure of your
Personally Identifiable Information and Non-Personally Identifiable Information
as described in our Privacy Policy, which is incorporated herein. Our Privacy
Policy will change from time to time. While RightSignature
takes reasonable steps to safeguard and to prevent unauthorized access to your
personal information, we cannot be responsible for the acts of those who gain
unauthorized access, and we make no warranty, express, implied, or otherwise,
that we will prevent unauthorized access to your private information. If you
send forms via the Site in order to collect sensitive information, including
but not limited to credit card numbers and social security numbers, or use the
Site to provide such information to a document sender, you accept and agree
that there are certain ways the privacy of such information could be
compromised, including but not limited to unauthorized access to the completed
documents sent as email attachments to all parties after document execution. IN
NO EVENT SHALL RIGHTSIGNATURE OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES
(WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR
OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S
UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH
DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF
LIABILITY, AND ALSO REGARDLESS OF WHETHER RIGHTSIGNATURE WAS GIVEN ACTUAL OR
CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
5.
Consent
To Our Communication With You By E-Mail. By establishing an account with us, you grant
permission for RightSignature to contact you at your e-mail address.
5.1
Opting Out. To stop
receiving our marketing emails, send an e-mail to us at support@rightsignature.com or
follow the opt-out procedures set forth in such marketing emails. Please note
that RightSignature will still need to communicate with you via email regarding
your transactions and other account related issues, and that these emails are
not marketing emails and are not eliminated through the foregoing opt-out
procedures.
5.2
Use of Content and Communicating with other Users. By delivering to RightSignature copies of
agreements or other documents to be executed by use of the Service or other
content, you are authorizing RightSignature to imprint thereon your signature
and that of other parties who provide us such authorization, and to distribute
copies of the executed version of such agreement to you and such other parties. RightSignature
will not make any other use of such agreements or other documents without your
prior written authorization.
6.
Feedback and Publicity. You agree that
feedback you provide concerning RightSignature will be truthful and accurate.
You agree that you will not use profanity, vulgar expressions, or any obscenity
in your feedback comments. You agree that you will not provide any feedback
that could be considered defamatory or that violates the privacy, intellectual
property, or other rights of any third party. You agree that RightSignature may
publicly post your feedback without any payment or other obligation to you. You
agree that RightSignature may edit your feedback in any way that RightSignature
sees fit and that RightSignature may remove your feedback at any time. Once you
have submitted feedback, it may not be altered by you.
You agree that any comments you make regarding RightSignature via email to us,
on our contact form, or on our forums may be used as testimonials on the site
and in our advertising without any payment or other obligation to you. You
grant RightSignature the right to include you and/or the company or
organization you represent, including publicly available logos or photographs,
as a customer on the RightSignature website and blog, and in email newsletters
and other promotional materials. You can deny RightSignature this right by
submitting a written request via email to signup@rightsignature.com, requesting
to be excluded from promotional material. Confirmation of such denial (via
reply email) must be received prior to subscribing to the RightSignature
service for this exclusion to be effective. Should you come to be or already be
included in RightSignature promotional material, as a result of any prior
subscription where you did not request exclusion from promotional material, you
can at any point in time, submit a written request via email to signup@rightsignature.com to have
RightSignature remove your name from promotional material. Upon receipt of such
request, RightSignature will remove any reference to you or your company from
such promotional material within 30 days and make no further reference to you
or your company.
7.
Indemnification
for Your Breach of Terms of Use.
You agree to indemnify and hold harmless RightSignature and its parents, sister
companies, subsidiaries, affiliates, service providers, other users,
distributors, licensors, officers, directors and employees from any claim or
demand, including reasonable attorneys' fees, made by any third party arising
out of or related to any claim, demand or allegation which if true would
constitute your violation of these Terms, or your violation, infringement or
misappropriation of any law, regulation or third-party right.
8.
Disclaimer
of Warranties. THE SITE,
SERVICES, WIDGET(S), CONTENT, DATA, AND INFORMATION ARE PROVIDED
"AS IS." RIGHTSIGNATURE EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR
CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR
REFERENCED BY THE SITE, THE SERVICES OR WIDGET(S), INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY
OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE,
NON-INFRINGEMENT, OR LACK OF VIRUSES.
9.
Limitation
of Liability. THE ENTIRE RISK
ARISING OUT OF THE USE OF THE SITE, THE SERVICES, WIDGET(S), THE USE OF
ANY PRODUCTS AND/OR SERVICES PURCHASED FROM SELLERS, AND/OR THE USE OF ANY
CONTENT REMAINS WITH YOU. IN NO EVENT SHALL RIGHTSIGNATURE, ITS LICENSORS, OR
ANY OF OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE,
OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS) ARISING OUT OF THIS TERMS OF USE, OR THE USE OF OR INABILITY TO
USE THE SITE, SERVICES, WIDGET(S) ANY AND ALL INTERACTIONS OR
COMMUNICATIONS WITH ANY VISITOR OR END USER, OR ANY PRODUCTS, SERVICES, CONTENT
PROVIDED ON OR THROUGH THE SITE, SERVICES OR WIDGET(S) WITH THE DELAY IN USE
THE SITE, SERVICES OR WIDGET(S), THE PROVISION OF OR FAILURE TO PROVIDE ANY
PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND
CONTENT ON OR OBTAINED THROUGH THE SITE, THE SERVICES OR WIDGET(S), OR
OTHERWISE ARISING OUT OF THE USE OF THE SITE, THE SERVICES OR WIDGETS(S)
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN
IF RIGHTSIGNATURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
MAXIMUM LIABILITY THAT RIGHTSIGNATURE'S SHALL HAVE IN THE AGGREGATE IS LIMITED
TO THE LESSER OF (A) THE FIRST TRANSACTIONAL AMOUNT (PURCHASE OR SALE) MADE BY
YOU PAYABLE TO RIGHTSIGNATURE, OR (B) FIFTY US DOLLARS.
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF
WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE
ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND
FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES.
You
agree that neither RightSignature nor its vendors, suppliers or licensors are
responsible for any damages you may suffer or incur resulting from: (a)
anything done or not done by another person; (b) providing or failing to
provide the Services, including, but not limited to, deficiencies or problems
with internet coverage (including interrupted service; (c) web content or
information accessed on our Site or while using our Service; (d) any inaccurately
rendered agreement, (e) information or communication that is blocked by a spam
filter, (f) damage to your computer, phone or any computer or equipment connected
to your phone, or damage to or loss of any information stored on your computer,
phone, or equipment from your use of the Services or from viruses, worms, or
downloads of malicious content, materials, data, text, images, video or audio;
or (i) things beyond the control of RightSignature, including acts of God (for
example, weather-related phenomena, fire, earthquake, hurricane, etc.), riot,
strike, war, terrorism or government orders or acts. You should implement
appropriate safeguards to secure your computer, phone, or equipment and to
back-up your information stored on each.
10.
Policy
to Terminate Privileges for Copyright Infringement. Pursuant to
17 U.S.C. 512 as amended by Title II of the Digital Millennium Copyright Act
(the "Act"), RightSignature LLC will terminate the account of
any customer, or vendor who uses his or her privileges to unlawfully transmit
copyrighted material without a license, valid defense or fair use privilege to
do so. After proper notification by the copyright holder or its agent to
RightSignature and later confirmation through court order or an admission by
the customer that an account has been an instrument of unlawful infringement,
RightSignature will terminate the infringing customer's account. RightSignature
in its sole discretion also may terminate a customer's account privileges prior
to that time when RightSignature has conclusively confirmed that infringement
has occurred. In addition, pursuant to 17 U.S.C. 512(c), RightSignature has
implemented procedures for receiving written notification of claimed
infringements and for processing such claims in accordance with the Act.
RightSignature respects the intellectual property of others and we ask you to
do the same. If you believe that your copyright has been infringed through the
RightSignature.com website, please contact "Legal Department" via
mail at: Attn: Legal Department, RightSignature LLC, 8 East Figueroa Street,
Santa Barbara, CA 93101.
11.
Miscellaneous. No delay or failure to take action under
these Terms shall constitute any waiver by RightSignature of any provision of
these Terms. If any provision of these Terms is invalid or
unenforceable under applicable law, then the remainder of such provision and
these Terms shall be enforced to that maximum extent permitted by applicable
law, and the remaining provisions of these Terms will continue in full force
and effect. These Terms are personal to you and may not be
transferred, assigned or delegated to anyone. Any attempt by you to assign,
transfer or delegate these Terms shall be null and void. RightSignature may
freely assign these Terms without consent or notice. Subject to
the foregoing, these Terms will be binding upon and inure to the benefit of
RightSignature and you and its and your respective successors and assigns. Any claim under these Terms must be brought
within one (1) year after the cause of action arises. These Terms shall be governed by the laws of the State of
California without regard to or application of any conflict of laws provisions.
You acknowledge that these Terms have been entered into, and performance under
these Terms shall occur, in the City of Santa Barbara, California, and
therefore hereby consent to the exclusive jurisdiction of the Superior Court in
and for Santa Barbara County, the State of California, and the United States
Federal District Court in and for the Central District of California. Except for claims for injunctive or equitable
relief or claims regarding intellectual property rights (which may be brought
in any competent court without the posting of a bond), any dispute arising
under this Agreement shall be finally settled on an individual basis in
accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration
and Mediation Service, Inc. (JAMS) by three arbitrators appointed in
accordance with such Rules. The arbitration shall take place in Santa Barbara,
California, in the English language and the arbitral decision may be enforced
in any court. The prevailing party in any action or proceeding to enforce this
Agreement shall be entitled to costs and attorneys' fees. These Terms
constitute the complete and exclusive agreement between RightSignature and you
with respect to the subject matter hereof and supersede all prior oral or
written understandings, communications or agreements not specifically
incorporated herein.
Last modified: October 20, 2014