Posted as of November 16, 2020
Effective as of December 16, 2020
To the extent that Ez2Sign is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, you are also agreeing to the Data Processing Agreement including the EU Standard Contractual Clauses, provided below, with EzControl LLC for the transfer of Personal Data to processors.
If you are agreeing to these Terms and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise, you must not sign up for the Services.
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. OVERVIEW OF THE EZ2SIGN SERVICES
Ez2Sign provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions. Ez2Sign also provides application programming interfaces (the “API”) that allow Customers to build integrated signature or workflow automation solutions within a Customer’s websites, applications, or other properties (“Customer Properties”).
Certain Ez2Sign products have specific terms “Service Specific Terms”. 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 AND USE.
The customer agrees to keep this information up-to-date so that Ez2Sign may send notices, statements, and other information by email or through the Service. Customers must ensure that any passwords, and other access credentials (such as API tokens) for the “Ez2Sign Service” are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any “Ez2Sign Service”. The customer will be responsible for any and all actions are taken using its and its users’ accounts, passwords, or access credentials. The customer must notify Ez2Sign immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others. You may only use this Site and the Services if you are 18 years of age or older, able to legally agree to these Terms, and not a competitor to Ez2Sign (or developing any competing and/or similar products or services). You may also allow your Authorized Users (as defined below) to use and access the “Ez2Sign Services” on your behalf.
3.2 An “Authorized User” is defined as an individual person (e.g. employee, contractor, an agent of a Customer) who is registered and permitted by a Customer to use the Ez2SignServices 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.
4.1 Limited License. Subject to these Terms, Ez2Sign grants to Customer a limited, non-exclusive, non-transferable license to use and access the “Ez2Sign 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”).
4.2 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 Ez2Sign Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);
- Incorporate the Ez2Sign 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 Ez2Sign Service (which is deemed Ez2Sign’s Confidential Information);
- modify or create a derivative work of the Ez2Sign 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 Ez2Sign Service, except to the extent expressly permitted by applicable law and then only with advance notice to Ez2Sign;
- break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Ez2Sign Service or configure the Ez2Sign Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
- distribute any portion of the Ez2Sign Service excepted as permitted herein;
- access the Ez2Sign Service for the purpose of building a competitive product or service or copying its features or user interface;
- use the Ez2Sign Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Ez2Sign’s prior written consent; or
- Remove or obscure any proprietary or other notices contained in the Ez2Sign Service, including in any reports or output obtained from the Ez2Sign Service.
- use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
- store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051) unless Customer and Ez2Sign separately enter into a HIPAA Business Associate Agreement.
4.3 Beta Releases and Free Access Subscriptions. Ez2Sign may provide Customer with an Ez2Sign Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Ez2Sign Services, integrations, or features (“Beta Releases”), which are optional for Customers 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. Ez2Sign may use good faith efforts in its discretion to assist Customers 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, THE 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 EZ2SIGN WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT THE CUSTOMER’S SOLE RISK. Ez2Sign makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Ez2Sign may terminate the Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Ez2Sign’s sole discretion, without liability.
5. OWNERSHIP AND FEEDBACK.
5.2 Aggregate/Anonymous Data. Customer agrees that Ez2Sign will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Ez2Sign, which Ez2Sign may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Ez2Sign’s products and services and to create and distribute reports and other materials). For clarity, Ez2Sign will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customers, Authorized Users, or end-users, and that is stripped of all persistent or personal identifiers. The customer is not responsible for Ez2Sign’s use of aggregated or anonymous data.
5.3 Ez2Sign Intellectual Property. This is a subscription agreement for access to and use of the Ez2Sign Services. The customer acknowledges that it is obtaining only a limited right to use the Ez2Sign Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to the Customer (or its Authorized Users or end-users) under these Terms. Customer agrees that Ez2Sign (and its suppliers) retain all rights, title, and interest (including all intellectual property rights) in and to all Ez2Sign Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of the support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Ez2Sign’s Confidential Information) and that Ez2Sign reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Ez2Sign Service is offered as an online, hosted product. Accordingly, the Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Ez2Sign Service and that Ez2Sign at its option may make updates, bug fixes, modifications, or improvements to the Ez2Sign Service from time to time.
5.4 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Ez2Sign (collectively, “Feedback”), Customer hereby grants Ez2Sign a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Ez2Sign’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
6. PRIVACY & SECURITY
6.2 Security. Ez2Sign 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.
6.3 Customer data limitations. This Agreement constitutes Customer’s instructions to Ez2Sign to Process Customer Data. Ez2Sign, Ez2Sign personnel and its Subcontractors will only Process, access, use, store, and transfer Customer Data as the Customer instructs in order to deliver the Services and to fulfil Ez2Sign’s obligations in the Agreement. The categories of Personal Data to be processed by Ez2Sign and the processing activities to be performed under this Agreement are set out in the Data Processing Agreement. Ez2Sign will inform the Customer of any legal requirement which prevents it from complying with the Customer’s instructions unless prohibited from doing so by applicable law or on important grounds of public interest. Any Ez2Sign personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.
7. CUSTOMER OBLIGATIONS
7.1 Customer agrees to:
- obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Ez2Sign the rights and licenses set out in these Terms;
- use the Ez2Sign Service in compliance with Ez2Sign’s then-current Acceptable Use Policy (currently available www.Ez2Sign.com/acceptable-use-policy); and (iv) not take any action that would cause Ez2Sign, the Ez2Sign Service or APIs to become subject to any third-party terms (including open source license terms).
7.2 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 Ez2Sign complies with all applicable data protection laws, rules, and regulations. If Customer receives any takedown requests or infringement notices related to Customer Data, it must promptly:
stop using the related item with the Ez2Sign Service; and
If Ez2Sign receives any takedown requests or infringement notices related to Customer Data, Ez2Sign may respond in accordance with its policies and will notify and consult with the Customer on the next steps.
Electronic signature responsibilities:
Customer acknowledges and agrees that:
as between Ez2Sign and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,
certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them; and,
Customer is solely responsible for ensuring that the documents, agreements, or contracts it uses with the Services are appropriate for electronic signatures, and Ez2Sign is not responsible or liable for any such determination or use; and,
Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, the Customer is solely responsible for ensuring it complies with all such laws/regulations, and Ez2Sign has no obligations to make such determination or assist with fulfilling any requirements therein. If the 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
8.1 Subscription Plan. The prices, features, and options of the Ez2Sign Services depend on the Subscription Plan selected by the Customer (including any usage or overage fees). Ez2Sign 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.
8.2 Recurring Charges and Upgrades. By signing up for a Subscription Plan, the Customer authorizes Ez2Sign to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on the Customer’s Subscription Plan) without an invoice. The customer expressly authorizes Ez2Sign to change 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 the Customer cancels all of its subscriptions.
If the Customer exceeds their subscription plan’s usage limits, the Customer will be automatically upgraded into the next highest Subscription Plan and the Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if the Customer did not use the full usage allotment of the applicable Subscription Plan.
8.3 Taxes. Ez2Sign’s fees are exclusive of all taxes, and the 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 Ez2Sign. The customer will not deduct any applicable taxes from the payments to Ez2Sign, except as required by law. If such deduction is required by law, the Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Ez2Sign 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.
8.4 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 EZ2SIGN FOR THE SERVICES, EZ2SIGN MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL UNLESS YOU NOTIFY EZ2SIGN THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
8.5 Purchase Orders. The 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 the Customer will promptly notify Ez2Sign 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 as 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 Ez2Sign services.
8.6 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. Ez2Sign 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.
8.7 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 Ez2Sign for any costs or expenses incurred by Ez2Sign to collect amounts that remain unpaid after the due date. Amounts due to Ez2Sign may not be withheld or offset by you against amounts due for any reason.
9. TERM AND TERMINATION
9.1 Term. These Terms are effective until all Subscription Terms for the Ez2Sign Services have expired or are terminated as expressly permitted herein.
9.2 Subscription Term and Renewals. The 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 Ez2Sign Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if the Customer has an annual plan then the subscription will renew for an additional 12-month term, if the Customer has a monthly plan then the subscription will renew for additional month terms) unless:
otherwise stated on the applicable order form; or
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 Ez2Sign’s then-applicable rates.
9.3 Suspension of Service. Ez2Sign may suspend the Customer’s access to the Ez2Sign Services if:
The customer’s account is overdue; or
The customer has exceeded its service allocations/service limits.
Ez2Sign may also suspend the Customer’s access to the Ez2Sign Services or remove Customer Data if it determines that:
- Customer has breached any portion of these Terms, or
- the 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 Ez2Sign Service. Ez2Sign will have no liability for taking action as permitted above. For the avoidance of doubt, the Customer will remain responsible for payment of fees during any suspension period under Section
9.3. However, unless these Terms have been terminated, Ez2Sign will cooperate with the Customer to promptly restore access to the Ez2Sign Service once we verify that the Customer has resolved the condition requiring suspension.
9.4 Termination for Cause. Either party may terminate these Terms, including any related order form if the other party: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;
ceases operation without a successor; or
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).
9.5 Effect of Termination. Upon any expiration or termination of these Terms or an order form:Customer’s license rights terminate and it must promptly:
- stop the use of the applicable Ez2Sign Service;
- delete (or, at Ez2Sign’s request, return) any and all copies of any Ez2Sign code, documentation, passwords or access codes, and any other Ez2Sign Confidential Information in Customer’s possession, custody, or control; andCustomer’s right to access any Customer Data in the applicable Ez2Sign Service will cease and Ez2Sign may delete the Customer Data at any time after 30 days from the date of termination. If Ez2Sign 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 the Customer. Except where these Terms specify 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.
9.6 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
10.1 Confidential Information “Confidential Information” means
- for Ez2Sign, the Ez2Sign Services and Documentation;
- for Customer, Customer Data;
- 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
- the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.10.2 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 fulfil 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 Ez2Sign, 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.
10.3 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that:
is or becomes public knowledge through no fault of the receiving party;
was known by the receiving party before it received the Confidential Information;
is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or
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.
10.4 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 AND DISCLAIMERS.
ALL EZ2SIGN SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER EZ2SIGN 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. EZ2SIGN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT EZ2SIGN SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT EZ2SIGN SERVICE WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. EZ2SIGN DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. EZ2SIGN WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-EZ2SIGN 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
12.1 Customer agrees to defend, indemnify, and hold Ez2Sign, 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:
- Customer’s access to and use of the Site;
- violation of these Terms by Customer or its Authorized Users, as applicable;
- infringement of any intellectual property or other rights of any person or entity by Customer;
- the nature and content of all Customer Data processed by the Ez2Sign;
- Customer’s authentication of end user(s), participant(s) or, signer(s), or
- any products or services purchased or obtained by the Customer.
12.2 Ez2Sign retains the exclusive right to settle, compromise and pay, without the Customer’s prior consent, any and all claims or causes of action which are brought against us. Ez2Sign reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Ez2Sign and Customer agree 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. Ez2Sign will use reasonable efforts to notify the Customer of any such claim, action, or proceeding upon becoming aware of it.
13. LIMITATIONS OF LIABILITY
13.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EZ2SIGN 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.
13.2 Cap on Damages. EZ2SIGN’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT PAID BY THE CUSTOMER TO EZ2SIGN FOR THE APPLICABLE EZ2SIGN SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, EZ2SIGN’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
13.3 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.
13.4 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 EZ2SIGN 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 AND CONTENT.
Ez2Sign may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Ez2Sign is not responsible for these third-party products or content. Ez2Sign 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 Ez2Sign 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.
15.1 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 Ez2Sign 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.
15.2 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Ez2Sign, in English, at the following address, legal@Ez2Sign.com, and include “Attention: Legal Department” in the subject line. Ez2Sign may send notices to the email addresses on the Customer’s account or, at Ez2Sign’s option, to the Customer’s last-known postal address. Ez2Sign may also provide operational notices regarding the Ez2Sign Service or other business-related notices through conspicuous posting of the notice on Ez2Sign’s website or the Ez2Sign Service. Each party consents to receiving electronic notices. Ez2Sign is not responsible for any automatic filtering Customer or its network provider may apply to emails.
15.3 Publicity. Unless otherwise specified in an applicable Order Form, Ez2Sign may use the Customer’s name, logo, and marks to identify Customer as an Ez2Sign customer on Ez2Sign’s website and other marketing materials.
15.4 Subcontractors. Ez2Sign may use subcontractors and permit them to exercise the rights granted to Ez2Sign in order to provide the Ez2Sign Service and related services. These subcontractors may include, for example, Ez2Sign’s hosted service and email providers. However, subject to all terms and conditions of these Terms, Ez2Sign will remain responsible for:compliance of its subcontractors with the terms of these Terms; and
the overall performance of the Ez2Sign Services if and as required under these Terms.
15.5 Subpoenas. Nothing in these Terms prevents Ez2Sign from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Ez2Sign will use good faith efforts to notify Customers were permitted to do so.
15.6 Independent Contractors. The parties to these Terms are independent contractors, and these Terms do 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. The customer must not represent to anyone that it is an agent of Ez2Sign or is otherwise authorized to bind or commit Ez2Sign in any way without Ez2Sign’s prior written authorization.
15.7 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.
15.8 Export Control. The customer acknowledges that the Ez2Sign Services, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control [“OFAC”]), and of other jurisdictions. The customer is responsible for obtaining any required export or import authorizations for use of the Ez2Sign 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. Customers must not access or use the Ez2Sign Service in violation of any U.S. export embargo, prohibition, or restriction.
15.9 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 Ez2Sign 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 legal@Ez2Sign.com.
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 the United States, Orange County, Orlando (FL), or any other location we agree to. The AAA rules will govern the payment of all arbitration fees.
Exceptions to Agreement to Arbitrate. Either you or Ez2Sign may assert claims, if they qualify, in small claims court in Orlando, FL, USA. 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 Orange County, Florida, 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.
15.10 Amendments; Waivers. Any modification or amendment to these Terms must be made in writing and executed by an authorized representative of each party. However, if Ez2Sign modifies these Terms or any applicable Service Specific Terms during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal. In addition:
- If Ez2Sign launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use;
- changes to any terms will take effect immediately for Free Access Subscriptions; and
Ez2Sign’s documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term, Ez2Sign may update the documentation to reflect best practices with the relevant Ez2Sign Service provided that these changes do not substantially diminish Customer’s rights or create substantial Customer obligations. In the event of any conflict between these Terms and any order form, these Terms will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or Ez2Sign of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
15.11 Severability. 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.
15.12 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.
15.13 Entire Agreement. These Terms represent 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 Ez2Sign 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.
15.14 Governing Law & Venue. These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Florida, U.S.A., 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 San Francisco, Florida, U.S.A.
15.15 Language and Translations. Ez2Sign may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is any inconsistency or conflict between a translation and the English version, the English version will control.
15.16 How to Contact Us. If you have any questions about these Terms, please contact us at legal@Ez2Sign.com