Last Updated: February 1, 2017
These terms and conditions (“Terms”) are between the person or organization (“Customer” or “you”) subscribing to the Services described below which are provided by SecureDocs, Inc. (“SecureDocs,” “our,” or “we”). By subscribing to, or accessing and using the Service, you represent that you have the authority to bind the Customer, and you agree to be bound by these Terms which govern access and use of our Services.
For the purpose of these Terms, “you” applies to the company or other entity of which you are an employee, consultant or agent. If you do not agree to these Terms, you should not use any of the Services. The “Effective Date” of these Terms is the date you first access the Service. We reserve the right to update and change any or all of these Terms, and you are responsible for regularly reviewing the most current version of these Terms, which will be indicated by the “Last Updated” date above.
Your continued use of the Services constitutes your consent to be bound by the changes and the then-current Terms.
1. Services. We offer the Services through our proprietary software-as-a-service platform that we host for our customers. You agree to use the Services in compliance with the terms and conditions of these Terms. We reserve the right to enhance or modify features of the Services at any time, but we will not materially reduce core functionality unless we provide you with prior written notice. Any additional Services you order will be subject to these Terms. For the purpose of these Terms, “Content” means any of your, your users’, or recipients’ files, eContracts, documents, and other information that is uploaded to your Service account for storage, or that is used, presented or shared with third parties in connection with the Service.
1.1 SecureDocs. The SecureDocs service lets users securely store and access Content in a virtual data room (“SecureDocs Service”).
1.2 ContractWorks. The ContractWorks contract management service lets users securely store, share and tag Content online and generate reports (“ContractWorks Service”).
1.3 Electronic Signature Feature. The Services may also include access to Electronic Signature, our hosted online electronic signature service (“Electronic Signature”) that allows Authorized Users to electronically send, sign, track and manage documents that you or your Authorized Users upload or transmit for signing (“eContract”). Any use of Electronic Signature is subject to the additional terms set forth below.
2. Customer Support. Provided you are current in payment of all undisputed fees, we will use commercially reasonable efforts to provide technical support services to you and your
3. Training. Provided you are current in payment of all undisputed fees we will provide remote, live or recorded training sessions to your authorized users at no additional charge. We also make tutorials available on the Help and Training section of our website. Please contact us at firstname.lastname@example.org for the SecureDocs Service, or email@example.com for the ContractWorks Service for more information about training.
4. Your Rights and Restrictions.
4.1 Grant of Rights. Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to use the Service to which you have subscribed solely for business and professional purposes.
4.2 Your Responsibilities. You are solely responsible for (i) all use of the Services by you, your authorized or invited users, and any individual or organization that receives, accepts, signs, or transmits an eContract through Electronic Signature (together, “Authorized Users”); (ii) the accuracy, legality, and appropriateness of all Content that you submit to the Service; (iii) providing notices or obtaining consent from your Authorized Users, as legally required in connection with the Services; (iv) preventing unauthorized access to, or use of, the Service; (v) compliance with all applicable laws in using the Service, and as may be applicable to the Content and use of the Services by you and your Authorized Users. It is your responsibility to remove access to the Services if the authorized status of a user or designated employee changes. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with these Terms.
4.3 Restrictions. By using our Services, you agree on behalf of yourself and your Authorized Users, not to (i) disassemble, reverse engineer, modify, or create derivate works of any Services; (ii) sell, distribute or otherwise make the Services available to any third party; (iii) use the Services in violation of these Terms or applicable laws or regulations; (v) circumvent or disable any security features or other aspect of the Services or, in any manner, attempt to gain unauthorized access to the Services, systems or networks; (vi) use the Services to transmit harassing, fraudulent or unlawful material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any material that may infringe the intellectual property or other rights of third parties; or (viii) knowingly or negligently use the Services in a way that abuses or disrupts our networks, user accounts, or the Services. We may suspend your access to the Services or terminate these Terms if you or your Authorized Users are using the Services in a manner that is likely to cause us harm.
4.4 Use Limitations. You understand that the Services are not meant as a backup solution, replacement for a file server, or to store non-business documents such as systems software or large media files. You are responsible for maintaining backup copies of your Content. We reserve the right to place reasonable storage or bandwidth limits on your account or the Services if we reasonably determine that you are misusing the Services.
4.5 Reservation of Rights. No other rights are granted except as expressly set forth in these Terms. The Services are provided on a subscription basis and these Terms are not a sale, and do not convey any rights or ownership in, or to, any of the Services or underlying software. You acknowledge that we or our licensors retain all proprietary right, title and interest in the Services, our name, logo or other marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto.
5. Your Content and Data.
5.2 Migration of Data. You and SecureDocs will determine in advance the amount of data, number of data sources and other factors applicable to the data migration process. You are responsible for providing materials and reasonable assistance to enable us to complete the migration of your data.
7. Term and Termination.
7.1 Term. The term is set forth in your ordering document (“Order Form”), and will automatically renew for successive terms as set out on your Order
7.2 Termination for Cause. Either party may terminate these Terms, an Order Form, or specific Services (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. We may terminate these Terms immediately in the event of a breach of Section 4 above.
7.3 Effect of Termination. Upon a termination of these Terms, you will (i) immediately discontinue all access and use of the terminated Services and cease to represent in any form that you are a user of the terminated Services. Neither party will be liable for any damages resulting from
7.4 Handling of Your Data in the Event of Termination. You understand and agree that following expiration or termination of your subscription and provided you are current in payment of all undisputed Fees, we will grant you
9. Representations and Warranties.
10. Confidential Information. Neither party shall disclose to any third party any information or materials provided by the disclosing party under these Terms and reasonably understood to be confidential ("Confidential Information"), or use Confidential Information in any manner other than to perform its obligations under these Terms. These restrictions do not apply to any information that (i) is in the public domain or already in the receiving party's possession, (ii) was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iii) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving party provides the other party with timely notice of such court order or subpoena. This Section 10 will survive termination or expiration of these Terms.
12. Limitation of Liability. EXCEPT WITH RESPECT TO DAMAGES ARISING IN CONNECTION WITH A BREACH OF SECTION 4, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO (i) LOSS OF DATA, (ii) LOST PROFITS, (iii) LOST OPPORTUNITY, (iv) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF THESE TERMS, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
13. Personal Information and Privacy Statement. We will comply with all applicable laws, rules, and regulations relating to our provision of the Services, and you will comply with all applicable laws relating to your use of the Services.
14.1 Assignment. Neither party may assign its rights or delegate its duties under these Terms, either in whole or in part, without the other party’s prior written consent which shall not be unreasonably withheld, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of a party’s assets. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.
14.2 Choice of Law. These Terms will be
14.3 Free Trials. If you register for a free trial or promotional offer (“Free Trial”), we will provide you with access to the Services until: (i) the end of the Free Trial period, or (ii) if not specified, 30 days after your initial access to the Services for your Free Trial. Following
14.4 E-mail and Notices. Notices must be sent by express delivery service, or delivered by a
14.5 Entire Agreement; Order of Precedence. These Terms, including any Order Forms, constitute the entire agreement between us relating to the
14.6 No Representations. No representation will be deemed given or implied from anything said or written in discussions between the parties prior to these Terms. You acknowledge and agree that your agreement to these Terms is not contingent or dependent on the delivery of any future functionality or features not specified in these Terms or any Order Form, or any oral or written, public or private comments made by us regarding future functionality or features.
14.7 Authority to Bind. We are entitled to rely on our reasonable and good faith determination of an individual’s or administrator’s authority to act on behalf of the party entering into these Terms.
14.8 Export. Both parties agree to comply with applicable U.S. export and import laws and regulations. You shall not permit your
14.9 Publicity. We may not name you as a user of the Service without your written consent.
14.10. Links to Third Party Sites. The Services or our website may include links to third party sites or applications ("Third Party Services "). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third Party Services and your use is governed solely by the terms for those Third Party Services.
14.11. General. If any part of these Terms is not enforceable, this will not affect any other terms. Both parties are independent contractors and nothing in these Terms creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to these Terms will be a third party beneficiary, and your