ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.
1. Overwiev Of Techsign DOC Services
Techsign DOC provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions such as electronic fax, electronic & biometric signature, and workflow automation. Techsign DOC also provides application programming interfaces (the “API”) that allow Customers to build integrated fax, signature or workflow automation solutions within a Customer’s websites, applications, or other properties (“Customer Properties”).
2. Service Spesific Terms
Certain Techsign DOC products have specific terms (“Service Specific Terms”) which are currently available here. In case of a conflict between the applicable Service Specific Terms for a certain product and these Terms, the Service Specific Terms will control.
3. Account Registration & Use
- An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the Techsign DOC Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.
4. Use And Access Rights
- Limited License. Subject to these Terms, Techsign DOC grants to Customer a limited, non-exclusive, non-transferable license to use and access the Techsign DOC Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”).
- General Restrictions. Customer must not (and must not allow any third party to):
- Rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Techsign DOC Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);
- incorporate the Techsign DOC Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;
- publicly disseminate information regarding the performance of the Techsign DOC Service (which is deemed Techsign DOC’s Confidential Information);
- modify or create a derivative work of the Techsign DOC Service or any portion of it;
- reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Techsign DOC Service, except to the extent expressly permitted by applicable law and then only with advance notice to Techsign DOC;
- break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Techsign DOC Service, or configure the Techsign DOC Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
- distribute any portion of the Techsign DOC Service excepted as permitted herein;
- access the Techsign DOC Service for the purpose of building a competitive product or service or copying its features or user interface;
- use the Techsign DOC Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Techsign DOC’s prior written consent; or
- remove or obscure any proprietary or other notices contained in the Techsign DOC Service, including in any reports or output obtained from the Techsign DOC Service.
- use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
- Beta Releases and Free Access Subscriptions. Techsign DOC may provide Customer with a Techsign DOC Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Techsign DOC Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Techsign DOC may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH Techsign DOC WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Techsign DOC makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Techsign DOC may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Techsign DOC’s sole discretion, without liability
5. Ownership & Feedback
- Aggregate/Anonymous Data. Customer agrees that Techsign DOC will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Techsign DOC, which Techsign DOC may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Techsign DOC’s products and services and to create and distribute reports and other materials). For clarity, Techsign DOC will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for Techsign DOC’s use of aggregate or anonymous data.
- Techsign DOC Intellectual Property. This is a subscription agreement for access to and use of the Techsign DOC Services. Customer acknowledges that it is obtaining only a limited right to use the Techsign DOC Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that Techsign DOC (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Techsign DOC Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Techsign DOC’s Confidential Information) and that Techsign DOC reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Techsign DOC Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Techsign DOC Service and that Techsign DOC at its option may make updates, bug fixes, modifications or improvements to the Techsign DOC Service from time-to-time.
- Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Techsign DOC (collectively, “Feedback”), Customer hereby grants Techsign DOC a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Techsign DOC’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
6. Privacy & Security
- Security. Techsign DOC protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.
7. Customer Obligations
- Customer represents and warrants that its Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to Techsign DOC complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the Techsign DOC Service; and (ii) notify Techsign DOC. If Techsign DOC receives any take down requests or infringement notices related to Customer Data, Techsign DOC may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
- Biometric signature responsibilities: Customer acknowledges and agrees that: (i) as between Techsign DOC and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,(ii) certain types of documents, agreements, or contracts may be excluded from general biometric & electronic signature laws (such as wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them; and, (iii) Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic & biometric signatures, and Techsign DOC is not responsible or liable for any such determination or use; and, (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer is solely responsible for ensuring it complies with all such laws/regulations, and Techsign DOC has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.
8. Payment Terms
- Subscription Plan. The prices, features, and options of the Techsign DOC Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). Techsign DOC does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
- Recurring Charges and Upgrades. By signing up for a Subscription Plan, Customer authorizes Techsign DOC to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes Techsign DOC to charge its payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
- If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.
- Taxes. Techsign DOC’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Techsign DOC. Customer will not deduct any applicable taxes from the payments to Techsign DOC, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Techsign DOC receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
- Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO Techsign DOC FOR THE SERVICES, Techsign DOC MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY Techsign DOC THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
- Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify Techsign DOC at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of Techsign DOC services.
- No Refunds. Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Techsign DOC subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
- Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Techsign DOC for any costs or expenses incurred by Techsign DOC to collect amounts that remain unpaid after the due date. Amounts due to Techsign DOC may not be withheld of offset by you against amounts due for any reason.
9. Terms Of Termination
- These Terms are effective until all Subscription Terms for the Techsign DOC Services have expired or are terminated as expressly permitted herein.
- Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable Techsign DOC Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new order form, or order form changes will be at Techsign DOC’s then-applicable rates.
- Suspension of Service. Techsign DOC may suspend Customer’s access to the Techsign DOC Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. Techsign DOC may also suspend Customer’s access to the Techsign DOC Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Techsign DOC Service. Techsign DOC will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Techsign DOC will cooperate with Customer to promptly restore access to the Techsign DOC Service once we verify that Customer has resolved the condition requiring suspension.
- Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
- Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Techsign DOC Service; (b) delete (or, at Techsign DOC’s request, return) any and all copies of any Techsign DOC code, documentation, passwords or access codes, and any other Techsign DOC Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable Techsign DOC Service will cease and Techsign DOC may delete the Customer Data at any time after 30 days from the date of termination. If Techsign DOC terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
- Survival. The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); and 15 (General).
10. Confidential Information
- Confidential Information “Confidential Information” means (a) for Techsign DOC, the Techsign DOC Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
- Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Techsign DOC, includes providing the Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
- Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
- Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
11. Warranties & Disclaimers
ALL TECHSIGN DOC SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER Techsign DOC NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Techsign DOC MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT Techsign DOC SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT Techsign DOC SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. Techsign DOC DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. Techsign DOC WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-Techsign DOC SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
12. Indemnification Obligations
- Customer agrees to defend, indemnify, and hold Techsign DOC, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Site; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the Techsign DOC; or (e) any products or services purchased or obtained by Customer.
- Techsign DOC retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. Techsign DOC reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Techsign DOC and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. Techsign DOC will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
13. Limitations Of Liability
- Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Techsign DOC OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
- Cap on Damages. Techsign DOC’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO Techsign DOC FOR THE APPLICABLE Techsign DOC SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, Techsign DOC’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
- Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY Techsign DOC SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14. Third Party Products & Content
Techsign DOC may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Techsign DOC is not responsible for these third-party products or content. Techsign DOC makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that Techsign DOC is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.
- Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Techsign DOC may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.
- Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Techsign DOC, in English, at the following address, email@example.com, and include “Attention: Legal Department” in the subject line. Techsign DOC may send notices to the email addresses on Customer’s account or, at Techsign DOC’s option, to Customer’s last-known postal address. Techsign DOC may also provide operational notices regarding the Techsign DOC Service or other business-related notices through conspicuous posting of the notice on Techsign DOC’s website or the Techsign DOC Service. Each party consents to receiving electronic notices. Techsign DOC is not responsible for any automatic filtering Customer or its network provider may apply to emails.
- Publicity. Unless otherwise specified in an applicable Order Form, Techsign DOC may use Customer’s name, logo, and marks to identify Customer as a Techsign DOC customer on Techsign DOC’s website and other marketing materials.
- Subcontractors. Techsign DOC may use subcontractors and permit them to exercise the rights granted to Techsign DOC in order to provide the Techsign DOC Service and related services. These subcontractors may include, for example, Techsign DOC’s hosted service and email providers. However, subject to all terms and conditions of these Terms, Techsign DOC will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Techsign DOC Services if and as required under these Terms.
- Subpoenas. Nothing in these Terms prevents Techsign DOC from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Techsign DOC will use good faith efforts to notify Customer where permitted to do so.
- Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of Techsign DOC or is otherwise authorized to bind or commit Techsign DOC in any way without Techsign DOC’s prior written authorization.
- Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
- Export Control. Customer acknowledges that the Techsign DOC Services, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the Turkish Government (including, but not limited to, the Turkish Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control [“OFAC”]), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the Techsign DOC Services. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the Techsign DOC Service in violation of any U.S. export embargo, prohibition or restriction.
- MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
- We Both Agree to Arbitrate. You and Techsign DOC agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
- Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at firstname.lastname@example.org.
- Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in where you live or work, Istanbul, or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
- Exceptions to Agreement to Arbitrate. Either you or Techsign DOC may assert claims, if they qualify, in small claims court in Turkey or any county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
- NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
- everability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
- No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
- Entire Agreement. These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Techsign DOC Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
- Governing Law & Venue. These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of Turkish Government, without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court of competent jurisdiction located in Istanbul, Turkey.
- Language and Translations. Techsign DOC may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.