1. 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 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 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.
a. 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.
b. 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.
c. 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.
2. 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.
a. 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).
b. 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: (1) any attempts to overcome any software security features limiting use of or protecting any Content, (2) discontinuance or material modification of the Site or any service offered on or through the Site, Services or Widget(s), (3) any suspected or actual violation of these Terms, (4) suspected or actual copyright infringement, (5) unexpected operational difficulties, (6) inactivity for more than 12 months, or (7) requests by law enforcement or other government agencies. You agree not to submit to or store in the Site, Services, or Widgets any Protected Health Information 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.
c. Payment for Services. If you are:
(i) 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.
(ii) 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 the rules 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 firstname.lastname@example.org, 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 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. To stop receiving our marketing emails, send an e-mail to us at email@example.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.
a. 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.
b. Data Retention. All of your documents and templates are archived indefinitely while your 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 documents and templates may be deleted or rendered not accessible via the RightSignature web application.
5. Execution of Agreements on RightSignature. 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:
b. 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.
c. Electronic Signatures. By signing documents on RightSignature, you are consenting to electronic business transactions and electronic signatures. You are not required to use RightSignature to execute documents. To withdraw your consent to electronic transactions and electronic signatures, stop using RightSignature and notify parties that are sending you documents via RightSignature that you wish to sign offline. Any decision to consent or not consent to current or future transactions does not have an effect on the legality of documents previously executed on RightSignature.
e. Disclaimer Re Legal Advice, ANY STATEMENTS MADE BY RIGHTSIGNATURE ABOUT THE VALIDITY OF ELECTRONIC CONTRACTS AND THE SIGNATURE LINES OF AGREEMENTS THAT ARE ELECTRONICALLY EXECUTED ARE GENERAL IN NATURE AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. RIGHTSIGNATURE HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT AGREEMENTS THAT ARE ELECTRONICALLY EXECUTED THROUGH RIGHTSIGNATURE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF ANY PARTICULAR STATE OR 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.
f. Taxes. You agree that you and each other party to an agreement that you execute through RightSignature are responsible for (i) determining the amount of sales, use or other taxes that you may owe as a result of any such agreement, and (ii) 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.
g. 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.
h. 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 Paragraphs 5(a) through (f), 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 Paragraph 5(f) 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."
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 firstname.lastname@example.org, 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 email@example.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.
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, 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.
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: March 12, 2014
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