Last updated on: 2022.11.30
IMPORTANT NOTICE: THESE eSignGlobal SITES AND SERVICES
TERMS AND CONDITIONS (the “TERMS”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS
AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE eSignGlobal SITE AND SERVICES. IT
AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION
SECTION BELOW. PLEASE READ CAREFULLY.
These Terms govern access to and use of the eSignGlobal (“eSignGlobal
”, “we”, “our” or “us”) websites, products, and services (collectively, the
“Site”) by individuals or entities who are any of the following (collectively, “you” or “your”):
general website visitors to esignglobal.com and/or other URLs owned or
operated by eSignGlobal (each a “Website Visitor”);
subscribers or licensees to one or more of our products or services
(“eSignGlobal Services”) (each, a “Customer”); and
users of eSignGlobal Services, including authorized users of Customer accounts and
other eSignGlobal Service end users (each, a “User”).
By using the Site, you accept these Terms (whether on behalf of
yourself or a legal entity you represent).
If you are a Customer and have a Master Services Agreement or other
similar agreement in effect with eSignGlobal (the “Corporate Terms”), then these Terms apply to the extent
your use of the Site, including any of the eSignGlobal Services referenced in the Service Schedules below, is not
already governed by such Corporate Terms. These Terms are intended to govern agreements with business or
corporate Customers. These Terms shall not apply to you if you wish to obtain eSignGlobal Services for personal use as a consumer (as defined by applicable
consumer protection laws) and you shall not be entitled to avail yourself to any rights
herein.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU
AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED
AND MUST CEASE USING THE SITE IMMEDIATELY.
1. UPDATES AND COMMUNICATIONS
1.1. We may revise these Terms, including changing, deleting, or
supplementing with additional terms and conditions from time to time in our sole discretion, including
to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated”
date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU
CONTINUE TO USE THE SITE OR THE eSignGlobal SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE
BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any
revision to the Terms.
1.2. You agree to receive all communications, correspondences, and
notices that we provide in connection with our Site, including any eSignGlobal Services , including, but not limited to, marketing and
promotional messages related to us or the eSignGlobal Services, correspondence regarding our delivery of the
eSignGlobal Services, and providing you information related to your purchase
of or subscription to the eSignGlobal Services (“Communications”), via electronic means, including by
e-mail, text, in-product notifications, push notifications, or by posting them on or making them
otherwise available through the Site. To the fullest extent permitted under applicable laws, you agree
that all Communications we provide to you electronically satisfy any legal requirement that such
Communications be in writing or be delivered in a particular manner and you agree to the extent you are
a Customer to keep your Account contact information current.
2. OWNERSHIP
2.1. Intellectual Property. The Site contains materials that are proprietary and are
protected by copyright, trademarks, service marks, patents, and other intellectual property laws and
treaties.
2.1.1. You agree to abide by all applicable copyright and other
intellectual property laws, as well as any additional proprietary rights notices or restrictions
contained on the Site. You acknowledge that the Site contains valuable intellectual property of
eSignGlobal and its licensors. All present and future rights in and to any
and all intellectual property or other proprietary rights of any type, including without limitation
information, any improvements, design contributions, or derivative works thereto, and any knowledge or
process related thereto, including rights in and to all applications and registrations relating to such
intellectual property, shall, as between you and eSignGlobal, at all times be and remain the sole and exclusive property of
eSignGlobal and its licensors. Any rights not expressly granted in these
Terms or otherwise in writing between you and eSignGlobal, are reserved by eSignGlobal, and any unauthorised use of any intellectual property regarding the
Site is strictly prohibited.
2.1.2. The trademarks, logos, taglines, and service marks
displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of
eSignGlobal and its licensors. The Trademarks may not be used in any
advertising or publicity, or otherwise to indicate eSignGlobal's sponsorship of or affiliation with any product, service, event, or
organization without eSignGlobal's prior express written permission.
2.2. License Restrictions. Information, including software that may be available for
downloading through the Site or third-party websites or applications (“Software”) is the copyrighted
work of eSignGlobal, its licensors, and/or such other respective third-party providers. Use of the
Software is governed by these Terms and such license and/or other terms as may be required directly of
you by the third-party providers. Unauthorized reproduction or distribution of the Software is expressly
prohibited by law, and may result in civil and criminal penalties. Violators may be
prosecuted.
2.3. Submissions of User Content.
2.3.1. Submissions. The Site may enable you to submit, post, upload, or otherwise make
available (collectively, "Post") content such as questions, public messages, ideas, product feedback,
comments, and other content (collectively, "User Content") that may or may not be viewable by other
users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive,
royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, copy, and display such User Content throughout the
world in any form, media, or technology now known or hereafter developed. You also permit any other user
to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us
the right to use the name and other information about you that you submit in connection with such User
Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User
Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User
Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User
Content does not include any document or other data a Customer or User uploads for processing by any
eSignGlobal Service account environment.
2.3.2. Screening & Removal. You acknowledge and agree that we may or may not, at our
discretion, pre-screen User Content before its appearance on the Site, but that we have no obligation to
do so. You further acknowledge and agree that we reserve the right (but do not assume any obligation) in
our sole discretion to reject, move, edit, or remove any User Content that is Posted to the Site.
Without limiting the foregoing, we have the right to remove any User Content that violates these Terms
or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify,
adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks
associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness
of User Content.
3. RESTRICTIONS ON USE OF THE
SITE
3.1. By using the Site, you specifically agree not to engage in any
activity or transmit any information that, in our sole discretion:
3.1.1. Is illegal, or violates any federal, state, or local law
or regulation;
3.1.2. Advocates illegal activity or discusses illegal activities
with the intent to commit them;
3.1.3. Violates any third-party right, including, but not limited
to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other
intellectual property or proprietary rights;
3.1.4. Is harmful, threatening, abusive, harassing, tortious,
indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene,
libelous, hate speech, violent or inciting violence, inflammatory, or otherwise
objectionable;
3.1.5. Interferes with any other party’s use and enjoyment of the
Site;
3.1.6. Attempts to impersonate another person or
entity;
3.1.7. Is of a commercial nature in a way that violates these
Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or
other advertising materials;
3.1.8. Falsely states, misrepresents, or conceals your
affiliation with another person or entity;
3.1.9. Accesses or uses a eSignGlobal Services account of a Customer without such Customer’s
permission;
3.1.10. Distributes computer viruses or other code, files, or programs
that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic
communications equipment;
3.1.11. Interferes with, disrupts, disables, overburdens, or destroys
the functionality or use of any features of the Site, or the servers or networks connected to the
Site;
3.1.12. “Hacks” or accesses without permission our proprietary or
confidential records, those of another user, or those of anyone else;
3.1.13. Improperly solicits personal or sensitive information from other
users including without limitation address, credit card or financial account information, or
passwords;
3.1.14. Decompiles, reverse engineers, disassembles, or otherwise
attempts to derive source code from the Site, except as expressly permitted in these Terms or by law,
unless and then only to the extent permitted by applicable law without our consent;
3.1.15. Removes, circumvents, disables, damages, or otherwise interferes
with security-related features, or features that enforce limitations on use of the Site;
3.1.16. Uses automated or manual means to violate the restrictions in
any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to
prevent or limit access, for example by engaging in practices such as “screen scraping,” “database
scraping,” or any other activity with the purpose of obtaining lists of users or other
information;
3.1.17. Modifies, copies, scrapes or crawls, displays, distributes,
publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials
or content on the Site;
3.1.18. Downloads (other than through page caching necessary for
personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits,
performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or
offers for sale any content or other information contained on or obtained from or through the Site, by
any means except as provided for in these Terms or with the prior written consent of eSignGlobal; or
3.1.19. Attempts to do any of the foregoing.
3.2. You may not frame the Site, place pop-up windows over its pages,
or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge
and agree that you will not link the Site to any website containing any inappropriate, profane,
defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that
violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this
provision may, in our sole discretion, result in termination of your use of and access to the Site
effective immediately.
3.3. You acknowledge that we have no obligation to monitor your – or
anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any
content. However, except as otherwise expressly provided herein, we have the right to do so for the
purpose of operating and improving the Site (including without limitation for fraud prevention, risk
assessment, investigation and customer support purposes, analytics, and advertising), to ensure your
compliance with these Terms and to comply with applicable law or the order or requirement of a court,
consent decree, administrative agency or other governmental body.
4. PRIVACY
4.1. Privacy Notice. You acknowledge your understanding and hereby provide consent
that, except as described in these Terms or applicable Corporate Terms, the information you provide to
us or that we collect will be processed and otherwise handled as described in the Privacy
Notice.
4.2. Access & Disclosure. Except as described in these Terms or applicable Corporate Terms: (i)
we may access, preserve, or share any of your information when we believe in good faith that such
sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal
activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) we may
also share your information in situations involving potential threats to the physical safety of any
person, violations of the Privacy Notice, the Terms, the Corporate Terms, or any other of our user
agreements or terms in effect; or to respond to the claims of violation of the rights of third parties
and/or to protect the rights, property and safety of eSignGlobal, our employees, users, or the public. This may involve the sharing of
your information with law enforcement, government agencies, courts, and/or other
organizations.
4.3. Data.
4.3.1. Data Generally. You shall be responsible for data that you provide or use in
respect of the Site (including eSignGlobal Services). You are solely responsible for determining the
suitability of use of the Site for your business or organization and complying with any regulations,
laws, or conventions applicable to the data you provide and your use of the Site.
4.3.2. Personal Data. You warrant that collection and use of any personal information or data
you provide while using the Site complies with all applicable data protection laws, rules, and
regulations. You acknowledge your understanding and hereby provide your consent that we may process such
personal data in accordance with the Privacy Notice, except as permitted additionally in these
Terms.
4.3.3. Usage Data. We may collect and use data, information, or insights generated or
derived from the use of the Site (“Usage Data”) for our business purposes, including industry analysis,
benchmarking, analytics, marketing, and developing, training and improving its products and services.
Before doing so, eSignGlobal will de-identify and anonymize all Usage Data in such a manner
that does not allow for the identification of Users, Customer Data, or Customer’s Confidential
Information, and will disclose such Usage Data in aggregate form only.
4.4. Site Visitor. You hereby represent and warrant to us that: (a) you have all
requisite rights and authority to use the Site under these Terms and to grant all applicable rights
herein; (b) any information you submit to us (including Posting to the Site) is true, accurate,
and correct; and (c) you will not attempt to gain unauthorized access to the Site, computer systems, or
networks under the control or responsibility of us through hacking, cracking, password mining, or any
other unauthorized means.
5. CONFIDENTIALITY.
5.1. Scope. Our “Confidential Information” means (a) any written information,
materials and other documents supplied by us related to the Site which we do not generally disclose
publicly, (b) the eSignGlobal Services themselves, excluding any data you upload to the
eSignGlobal Services for processing; and (c) any other of our
information that we may disclose in writing or orally and is designated as confidential or proprietary
at the time of disclosure, or that due to the nature of the information a reasonable person would
clearly understand it to be confidential information; and (d) any amendment to the terms and conditions
of these Terms between you and us. Confidential Information shall not include any information that: (i)
was or becomes generally known to the public through no fault or breach of these Terms you; (ii) was
rightfully in your possession at the time of disclosure without restriction on use or disclosure; (iii)
was independently developed by you without use of our Confidential Information; or (iv) was rightfully
obtained by you from a third party not under a duty of confidentiality and without restriction on use or
disclosure.
5.2. Restricted Use and Nondisclosure. During and after the term, with respect to our Confidential
Information you will: (a) use our Confidential Information solely for the purpose for which we provided
it; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to
your affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality
obligations at least as restrictive as those contained herein; and (c) protect such Confidential
Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable
degree of care) that you protect your own Confidential Information of a similar nature.
5.3. Required Disclosure. If you are required by law to disclose our Confidential Information,
you will give us prompt written notice before making the disclosure, unless prohibited from doing so by
the legal or administrative process, and assist us to obtain where reasonably available an order
protecting our Confidential Information from public disclosure.
5.4. Ownership. Notwithstanding any other provision of these Terms, you
acknowledge that, as between you and us, all our Confidential Information you receive from us, including
all copies thereof in your possession or control, in any media, is proprietary to and exclusively owned
by us. Nothing in these Terms grants you any right, title or interest in or to any of our Confidential
Information, except as provided in these Terms. Any incorporation of our Confidential Information into
any of your own materials will not render our Confidential Information
non-confidential.
6. TERM AND TERMINATION
6.1. Termination. You may terminate your use of the Site at any time by ceasing
further use of the Site. eSignGlobal may terminate your use of the Site as a Website Visitor,
including denying you access to the Site at our sole discretion for any reason or no reason, including
for violation of these Terms. Termination of Customer’s use of the eSignGlobal Services is as set out in the Service Schedules
below.
6.2. Effect of Termination. If these Terms expire or are terminated for any reason: (a) any and all
of your liabilities to us that have accrued before the effective date of the expiration or termination
will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to
any intellectual property therein or thereto, will immediately terminate in accordance with these Terms;
(c) our obligation to provide any further access to the Site to you under these Terms will immediately
terminate, except any such rights that are expressly to be provided following expiration or termination
of these Terms; and (d) the provisions of Section 2 (Ownership), Section 3 (Restrictions on Use of the
Site), Section 4 (Privacy), Section 5 (Confidentiality), Section 6.2 (Effect of Termination), Section 7
(Warranties and Disclaimers), Section 8 (Indemnification Obligations), Section 9 (Limitations of
Liability), Section 10 (General), and Section 11 (Supplemental Terms in Certain Countries) will survive,
as well as provisions designated to survive under any Service Schedules and accompanying attachments and
Exhibits to these Terms.
7. WARRANTIES AND DISCLAIMERS
7.1. THE SITE AND ANY INFORMATION WE SUPPLY YOU ARE PROVIDED “AS IS”
AND “AS AVAILABLE”. YOUR USE OF THE SITE AND INFORMATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTEND LEGALLY POSSIBLE, eSignGlobal AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS,
SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“eSignGlobal PARTIES”): (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF
ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY
MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SITE OR INFORMATION
ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE SITE AND/OR INFORMATION.
7.2. THE eSignGlobal PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SITE OR
INFORMATION HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR
THEREOF, AND ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES RELATED TO THE SITE
OR INFORMATION; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR
ACCESS TO AND USE OF THE SITE OR INFORMATION; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SITE OR
INFORMATION, AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SITE;
(iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD
PARTY; (vi) ANY LOSS OF YOUR DATA OR OTHER CONTENT FROM THE SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS
IN ANY OF YOUR DATA OR CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF
ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. YOU WILL NOT HAVE
THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF eSignGlobal TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH
WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY
THE MANDATORY APPLICABLE LAW.
7.3. THE eSignGlobal PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND
THE eSignGlobal PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY ACTIVITIES
BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF
YOUR ACTIVITIES WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE
SITE.
7.4. Some jurisdictions do not allow the exclusion of certain
warranties or the limitation or exclusion of liability for incidental or consequential damages such as
in this Section 7 or below in Section 9. Accordingly, some of these limitations may not apply to you.
8. INDEMNIFICATION OBLIGATIONS
8.1. You will defend, indemnify, and hold us, 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) your access to and use of the Site (including the eSignGlobal Services); (b) violation of these Terms by you or; (c)
infringement of any intellectual property or other right of any person or entity by you; (d) the nature
and substance of all documents, data, or other content uploaded by you to the Site (including the
eSignGlobal Services); or (e) any products or services purchased or obtained
by you in connection with the Site (including the eSignGlobal Services).
8.2. Weretain the exclusive right to settle, compromise, and pay,
without your prior consent, any and all claims or causes of action that are brought against us. We
reserve the right, at your expense, to assume the exclusive defense and control of any matter for which
you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree
not to settle any matter in which we are named as a defendant and/or for which you have indemnity
obligations without our prior written consent. We will use reasonable efforts to notify you of any such
claim, action, or proceeding upon becoming aware of it.
9. LIMITATIONS OF LIABILITY
9.1. Disclaimer of Consequential
Damages.
9.1.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THESE TERMS, eSignGlobal WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY
DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES
ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR INFORMATION WE SUPPLY YOU, INCLUDING, BUT NOT
LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE
LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
9.1.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL THE eSignGlobal PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE OR
INFORMATION WE SUPPLY YOU; (b) ERRORS, MISTAKES, OR INACCURACIES OF THE SITE OR INFORMATION; (c)
PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE
SITE OR INFORMATION; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR INFORMATION, AND/OR ANY AND
ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SITE; (e) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR USER CONTENT
FROM THE SITE; (h) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR USER CONTENT, OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY
OTHER LEGAL THEORY, AND WHETHER OR NOT THE eSignGlobal PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR
(i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS, OUR PRIVACY NOTICE, OR ANY OTHER
COMMUNICATION WE MAKE OR NOTICE WE PROVIDE.
9.1.3. Some countries and jurisdictions do not allow the
limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers
and to the extent you are a consumer the limitations or exclusions in this Section 9.1 may not apply to
you.
9.2. Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF
OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE OR INFORMATION WE SUPPLY YOU (INCLUDING WITHOUT
LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED
USD$10. THE TOTAL AMOUNT PAID BY YOU TO eSignGlobal FOR THE eSignGlobal SERVICE(S) GIVING RISE TO
THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT
GIVING RISE TO LIABILITY, OR $10, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT
ENLARGE THIS LIMIT. ADDITIONAL OR DIFFERENT LIABILITY AMOUNTS MAY APPLY AS EXPRESSLY SET FORTH IN THE
APPLICABLE SERVICE SCHEDULE BELOW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS
SECTION 9.2 SHALL (I) APPLY ONLY TO THE EXTENT PERMITTED BY PRODUCT LIABILITY LAW; AND (II) SHALL NOT
APPLY IN THE EVENT THAT PERSONAL INJURY OR DEATH HAVE BEEN CAUSED INTENTIONALLY BY eSignGlobal OR BY
eSignGlobal’S GROSS NEGLIGENCE.
9.3. Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of
liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the
risks of these Terms between the parties. This allocation is an essential element of the basis of the
bargain between the parties. Each of these provisions is severable and independent of all other
provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms
have failed of their essential purpose.
9.4. Jurisdictional Limitations.
9.4.1. Because some states and jurisdictions do not allow
limitation of liability or caps on damages in certain instances, portions of the above limitation may
not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent
permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under
mandatory applicable law).
10. GENERAL
10.1. Third Party Content. We may provide, or third parties may provide, links to other
third-party websites, services, or resources that are beyond our control. We make no representations as
to the quality, suitability, functionality, or legality of any third-party content to which links may be
provided, and you hereby waive any claim you might have against us with respect to such services.
eSignGlobal IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES
THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings
with, or participation in promotions of, advertisers or partners found on or through the Site, including
payment and delivery of related goods or services, and any other terms, conditions, warranties, or
representations associated with such dealings, are solely between you and such advertiser or partner.
You agree that we are 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 advertisers or links to third-party
websites or resources on the Site.
10.2. Relationship. At all times, you and we are independent contractors, and are not
the agents or representatives of the other. These Terms are not intended to create a joint venture,
partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot
enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to
anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without
our prior written authorization.
10.3. Assignability. Unless such restriction is prohibited under applicable law, you may
not assign your rights or obligations under these Terms without our prior written consent. If consent is
given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights,
duties, or obligations under these Terms except as expressly provided in these Terms is void. We may
freely assign our rights, duties, and obligations under these Terms at any time, with or without notice
to you.
10.4. Notices. Except as otherwise permitted by these Terms, any notice required or
permitted to be given will be effective only if it is in writing and sent using: (a) eSignGlobal Services; (b) certified or registered mail; or (c) insured
courier, to the appropriate party at the address set forth in your registration information or on the
Site for eSignGlobal, with a copy, in the case of eSignGlobal, to Globalservice@esign.cn. You or we may change our address for
receipt of notice by notice to the other party in accordance with this Section 10.4. Notices are deemed
given upon receipt if delivered using eSignGlobal Services, two (2) business days following the date of mailing, or
one (1) business day following delivery to a courier.
10.5. Force Majeure. Except for any payment obligations, neither you nor we will be
liable for failure to perform any obligation under these Terms to the extent such failure is caused by a
force majeure event (including acts of God, natural disasters, war, civil disturbance, action by
governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected
by the force majeure event will provide notice to the other party within a commercially reasonable time
and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations
not performed due to a force majeure event will be performed as soon as reasonably possible when the
force majeure event concludes.
10.6. Language and Translations. eSignGlobal 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.
10.7. Severability. If any part of these Terms is found to be illegal, unenforceable,
or invalid, the remaining portions of these Terms will remain in full force and effect. If any material
limitation or restriction on the grant of any license to you under these Terms is found to be illegal,
unenforceable, or invalid, the license will immediately terminate.
10.8. How to Contact Us. If you have any questions about the Site or Terms, pricing,
complaints, or other inquiries, please contact us at Globalservice@esign.cn.
______________________________________________________________
ADDITIONAL TERMS FOR eSignGlobal
SERVICES
1. DEFINITIONS
a. “Account
” means a unique account established by Customer to enable its Authorized Users
to access and use a eSignGlobal Service.
b. “Authorized User
” mean an individual natural person, who is registered or permitted by Customer
to use the eSignGlobal Services pursuant to these Terms and up to any maximum number of users or
uses specified at the time of purchase (where relevant).
c. “Signer
” means a person designated by an Authorized User to access and/or take action
upon the eDocuments (as defined below) sent to such individual via eSignGlobal eSignature.
d. “Documentation
” means any and all written materials, user manuals, and other documentation and
materials supplied by us and related to the eSignGlobal Services, excluding any software code or
other information customarily subject to a commercial licence, that is provided by eSignGlobal
regarding the eSignGlobal Services. Documentation includes without limitation eSignGlobal’s
then-current technical and functional documentation for the eSignGlobal Services.
e. “eSignGlobal eSignature
” means the on-demand electronic signature eSignGlobal Service, which provides
online display, certified delivery, acknowledgement, electronic signature, and storage services for
eDocuments via the Internet.
f. “Envelope
” means an electronic record containing one or more eDocuments consisting of a
single page or a group of pages of data uploaded to the System.
g. “Signer
” means a person designated by an Authorized User to access and/or take action
upon the eDocuments sent to such individual via eSignGlobal eSignature.
h. “System
” refers to the software systems and programs, the communication and network
facilities, and the hardware and equipment used by eSignGlobal or its agents to make available the
eSignGlobal eSignature service via the Internet.
i. “Transaction Data
” means the metadata associated with an Envelope (such as transaction history,
image hash value, method and time of Envelope deletion, sender and recipient names, email addresses,
and signature IDs) that eSignGlobal may use to generate and maintain the digital audit trail
required by eSignGlobal eSignature.
2. USAGE AND ACCESS RIGHTS
a. Eligibility to Use. You represent and warrant that you are of legal age (18 years of age
or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms
on behalf of your company or business. If you are agreeing to these Terms on behalf of an organization
or entity, you represent and warrant that you are authorized to agree to these Terms on that
organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and
"your" in these Terms, except for in this sentence, also refer to that organization or
entity).
b. Customer Responsibilities. Customers are responsible for all use of the eSignGlobal Services
associated with its Account; (c) Customers are solely responsible for maintaining the confidentiality of
their Account names and password(s); (d) Customers agree to immediately notifyeSignGlobal of any
unauthorized use of Customer’s Account of which it becomes aware; (e) Customer agrees that
eSignGlobal will not be liable for any losses incurred as a result of a third party's use of its
Account, regardless of whether such use is with or without its knowledge and consent; (f) Customer will
use the eSignGlobal Services for lawful purposes only and subject to these Terms.
c. Limited License. Upon your acceptance of these Terms, we grant you a limited,
non-exclusive and non-transferable license to access and use the Site for your internal business
purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that
enables registration of an Account for the use of a eSignGlobal Service (“Subscription Plan”) when
applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner
inconsistent with the provisions of these Terms. If you are or become a direct competitor of
eSignGlobal, you may not access or use the eSignGlobal Services without eSignGlobal’s explicit, advance,
written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by
these Terms, eSignGlobal grants you permission on a non-exclusive, non-transferable, limited basis to
display, copy, and download content and materials on the Site provided that you: (a) retain all
copyright and other proprietary notices on the content and materials; (b) use them solely for personal
or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not
modify them in any way other than permitted by mandatory law. Each discrete Subscription Plan includes
restrictions and requirements that outline the features that Customer will be able to access. Any
violation by you of the license provisions contained in this Section 2 may result in the immediate
termination of your right to use the Site, as well as potential liability for copyright infringement or
other claims depending on the circumstances.
d. This Section 2 shall survive expiration or termination of
the Terms.
3. eDOCUMENT STORAGE AND DELETION
a. Sending, Storage. During the Term eSignGlobal will send and store eDocuments per
these Terms of the Subscription Plan. However, eSignGlobal may set and enforce limits for reasonable use
in order to prevent abusive or unduly burdensome use of eSignGlobal eSignature. Customer, through its
Account Administrator(s), may retrieve and store copies of its eDocuments for storage outside of the
System at any time during the Subscription Term when Customer is in good financial standing under these
Terms, and may delete or purge its eDocuments from the System at its own discretion.
b. Uncompleted eDocuments. eSignGlobal may, at its sole discretion, delete uncompleted
eDocuments from the System immediately and without notice upon the earlier of: (a) expiration of the
Envelope (where Customer has established an expiration for such Envelope, not to exceed 365 days); or
(b) expiration of the Subscription Term. eSignGlobal assumes no liability or responsibility for a
party’s failure or inability to electronically sign any eDocuments within such a period of
time.
c. Deletion. eSignGlobal may delete an Account and Customer Data, including
without limitation eDocuments (whether complete or not), upon the expiration of the Subscription Term or
termination as described in Section 5 of Schedule 1 (Additional Terms for eSignGlobal Services). In
addition, eSignGlobal may delete eDocument(s) in a Customer Account at the explicit direction of such
Customer and such deletion may also result in the deletion of such eDocument(s) from a Signer Account.
Signer hereby acknowledges that any eDocument(s) sent by another Customer to Signer shall be deleted
from the Signer’s eSignGlobal eSignature Account when such sending Customer initiates a purge of such
eDocument(s) from the sending Customer(s) Account. Signer acknowledges its responsibilities regarding
Customer Data under Section 4(a) below and hereby agrees that it is solely responsible for maintaining,
if desired, backup copies of its eDocuments (including backup copies stored outside of eSignGlobal
eSignature) and further agrees that eSignGlobal is not responsible for: a) storing eDocuments in a
Signer Account after a sending Customer Account purge of such eDocuments; or b) maintaining backup
storage of eDocuments on behalf of Signer.
d. Retention of Transaction Data. eSignGlobal may retain Transaction Data for as long as it has a
business purpose (which if required under applicable law, is covered by a legal basis) to do
so.
e. Usage Data. With respect to this Service Schedule, Usage Data may include, without
limitation, any data models created, extrapolated, derived from, adapted, enhanced, or developed by
eSignGlobal using Customer Data and Customer’s and/or its Authorized User’s use of the eSignGlobal
Services, and any underlying data architecture, including, without limitation, the data infrastructure,
schema, rules, components, specifications, methods or processes and components that dictate how data
interacts and is organized, calculated or translated from various sources into one or more meaningfully
defined data models and related security protocols as integrated and applies at each stage of data
processing. Without limitation of any term in the Terms, eSignGlobal may analyze Customer Data and
Customer usage patterns using techniques such as machine learning in order to improve and develop
eSignGlobal’s current and future products, services, methods, and processes. Any output from such
machine learning techniques, including the resultant machine learning models, is deemed Usage Data that
is owned by eSignGlobal retains all right, title, and interest in and to the Usage Data, and any
unauthorised use of Usage Data is strictly prohibited.
4. INFORMATION SECURITY AND PERSONAL DATA
a. Customer Responsibilities. eSignGlobal eSignature provides Customer with certain features
and functionalities that Customer may elect to use, including the ability to retrieve and delete its
eDocuments in the System. Customer is responsible for properly: (a) configuring eSignGlobal eSignature;
(b) using and enforcing controls available in connection with eSignGlobal eSignature (including any
security controls); and (c) taking such steps, in accordance with the functionality of eSignGlobal
eSignature, that Customer deems adequate to maintain appropriate security, protection, deletion, and
backup of Customer Data, which include controlling the management of Authorized Users’ access and
credentials to eSignGlobal eSignature, controlling Customer Data that is Processed by eSignGlobal
eSignature, and controlling the archiving or deletion of eDocuments in the System. Customer acknowledges
that eSignGlobal has no obligation to protect Customer Data, including Personal Data (defined below),
that Customer elects to store or transfer outside of eSignGlobal eSignature (e.g., offline or on-premise
storage).
b. Information Security. eSignGlobal will employ commercially reasonable technical and
organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration,
or disclosure of Customer Data.
5. YOUR CONFIDENTIAL INFORMATION
a. Scope.
“Confidential Information” for you as a Customer and your Affiliates (defined
below) means (a) data uploaded by you or your Affiliates to the eSignGlobal Services (“Customer
Data”); (b) any other information of you, including your Affiliates, that you disclose to us in
writing or orally and is designated as confidential or proprietary at the time of disclosure to us;
and (c) any amendment to the terms and conditions of these Terms between you and us. Your
Confidential Information does not include any information that: (i) was or becomes generally known
to the public through no fault or breach of this Section by us; (ii) was rightfully in our
possession at the time of disclosure without restriction on use or disclosure; (iii) was
independently developed by our without use of your Confidential Information; or (iv) was rightfully
obtained by us from a third party not under a duty of confidentiality and without restriction on use
or disclosure.
b. Restricted Use and
Nondisclosure. During and after the term, we will: (a) use your Confidential
Information solely for the purpose for which it is provided to us; (b) not disclose such Confidential
Information to a third party, except on a need-to-know basis to our Affiliates, attorneys, auditors,
consultants, and service providers who are under confidentiality obligations at least as restrictive as
those contained herein; and (c) protect such Confidential Information from unauthorized use and
disclosure to the same extent (but using no less than a reasonable degree of care) that we protect our
own Confidential Information of a similar nature.
c. Required Disclosure. If we are required by law to disclose your Confidential Information, we
will use reasonable efforts to give you prompt written notice before making the disclosure, unless
prohibited from doing so by the legal or administrative process, and assist you to obtain where
reasonably available an order protecting your Confidential Information from public
disclosure.
d. Ownership. Notwithstanding any other provision of these Terms, we acknowledge
that, as between you and us, all your Confidential Information we receive from you, including your
Customer Data, is owned by you. Nothing in these Terms grants us any right, title or interest in or to
any of your Confidential Information except as provided in these Terms. All other data regarding the
eSignGlobal Services, as between you and us, at all times are and will remain our sole and exclusive
property.
6. RESTRICTIONS ON USE OF THE eSignGlobal
SERVICES
a. In addition, Customers shall not, and shall not
permit others to, do the following with respect to the eSignGlobal Services:
i. Use the eSignGlobal Services or allow access to them in a manner
that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set
forth in these Terms, any applicable Subscription Plan;
ii. License, sub-license, sell, re-sell, rent, lease, transfer,
distribute or time share or otherwise make any portion of the eSignGlobal Services or eSignGlobal’s
then-current Documentation available for access by third parties except as otherwise expressly provided
in these Terms; or
iii. Use the eSignGlobal Services for benchmarking or to compile
information for a product or service;
iv. Access or use the eSignGlobal Services or Documentation for
the purpose of: (i) developing or operating products or services intended to be offered to third parties
in competition with the eSignGlobal Services; or (ii) allowing access to your Account by a direct
competitor of eSignGlobal.
7. TERMS SPECIFIC TO eSignGlobal SERVICES
a. Right to Use eSignGlobal Services. Subject to these Terms, eSignGlobal will provide the eSignGlobal
Services to Customers in accordance with each Customer’s Subscription Plan, and eSignGlobal grants to
each Customer a limited non-exclusive, non-transferable right and license during the Term, solely for
its internal business purposes and in accordance with the Documentation, to: (a) use the eSignGlobal
Services; (b) implement, configure, and, through its Account Administrator(s), permit its Authorized
Users to access and use the eSignGlobal Services up to any applicable limits or maximums; and (c) access
and use the Documentation.
i. Authorized Users. Authorized Users of Customer must be identified by a unique
email address and user name and two or more natural persons may not use the eSignGlobal Services as the
same Authorized User. If the Authorized User is not an employee of Customer, use of the eSignGlobal
Services will be allowed only if the user is under confidentiality and other obligations with Customer
at least as restrictive as those in these Terms, and is accessing or using the eSignGlobal Services
solely to support Customer’s internal business purposes.
ii. Account Administrator. Customer may assign and expressly authorize an Authorized User(s) as
its agent to manage Customer’s Account, and management of Customer’s Account includes, without
limitation, configuring administration settings, assigning access and use authorization, requesting
different or additional services, providing usage and performance records, managing templates, executing
approved campaigns and events, assisting in third-party product integrations, and accepting notices,
disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent
or a third-party business partner or contractor to act as its Account Administrator(s) and may change
its designation at any time through its Account.
b. Payment Terms.
i. Subscription Plan. The prices, features, and options of the eSignGlobal Services depend on
the Subscription Plan selected as well as any changes instigated by Customer. eSignGlobal does not
represent or warrant that a particular Subscription Plan will be offered indefinitely and, to the
fullest extent permitted under applicable laws, reserves the right to change the prices for or
alter the features and options in a particular Subscription Plan without prior notice.
ii. No Refunds. Customer will timely pay eSignGlobal all fees associated with its
Subscription Plan, Account, or use of the eSignGlobal Services, including, but without limitation, by
Authorized Users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR
AS OTHERWISE AGREED TO BY THE PARTIES. Charges for pre-paid Subscription Plans will be billed to
Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed
in arrears unless otherwise specified in the Subscription Plan.
iii. Recurring Charges. When you purchase a Subscription Plan, you must provide accurate
and complete information for a valid payment method that you are authorized to use. You will be billed
for your Subscription Plan either through the payment method you provide, such as a credit card, or
through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”).
Customer must promptly notify eSignGlobal of any change in its invoicing address and must update its
Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION
PLAN, CUSTOMER AUTHORIZES eSignGlobal OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G.
MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY
AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE
eSignGlobal SERVICES. The Authorization continues through the applicable Subscription Term and any
Renewal Term (each as defined in Section 4(d)(i), below) until Customer cancels as set forth in Section
4 of these Terms.
iv. Late Fees & Collection Costs. If eSignGlobal does not receive payment from Customer’s payment method,
Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to
finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by
applicable law, whichever is less, determined and compounded daily from the date due until the date
paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable
attorneys’ fees) incurred by eSignGlobal to collect any amount that is not paid when due. eSignGlobal
may accept payment in any amount without prejudice to eSignGlobal’s right to recover the balance of the
amount due or to pursue any other right or remedy. Amounts due to eSignGlobal may not be withheld or
offset by Customer for any reason against amounts due or asserted to be due from
eSignGlobal.
v. Invoices. eSignGlobal will provide billing and usage information in a format we
choose, which may change from time to time. eSignGlobal reserves the right to correct any errors or
mistakes that it identifies even if it has already issued an invoice or received payment. Customer
agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first
appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within
thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.
vi. Billing Cycles. Billing cycle end dates may change from time to time. When a billing
cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations.
Customer agrees that we may (at our option) accumulate charges incurred during a billing cycle and
submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay
obtaining authorization or payment from Customer’s payment card issuer or App Store until submission of
the accumulated charge(s).
vii. Benefit Programs. You may receive or be eligible for certain pricing structures,
discounts, features, promotions, and other benefits (collectively, "Benefits") through a business or
government agreement with us ("Business Terms"). Any and all such Benefits are provided solely as a
result of the corresponding Business Terms and to the fullest extent permitted under applicable laws,
such Benefits may be modified or terminated without notice. If you use the eSignGlobal Services and a
business or government entity pays your charges or is otherwise liable for the charges, you authorize us
to share your account information with that entity and/or its authorized agents. If you are enrolled in
a Subscription Plan or receive certain Benefits tied to Business Terms with us, but you are liable for
your own charges, then you authorize us to share enough account information to verify your continuing
eligibility for those Benefits and the Subscription Plan.
viii. Tax Responsibility. All payments required by these Terms are stated exclusive of all
taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use
taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and
similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”). Customer shall be
responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the
eSignGlobal Services. If eSignGlobal is required to remit Taxes associated with Customer’s purchase of,
payment for, access to, or use of the eSignGlobal Services, eSignGlobal will add the amount of those
Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes
shall not be deducted from the payments to eSignGlobal, except as required by law, in which case
Customer shall increase the amount payable as necessary so that after making all required deductions and
withholdings, eSignGlobal receives and retains (free from any Tax liability) an amount equal to the
amount it would have received had no such deductions or withholdings been made. Customer hereby confirms
that eSignGlobal can rely on the name and address set forth in its registration for a Subscription Plan
as being the place of supply for Tax purposes. If applicable, Customer shall provide to eSignGlobal its
VAT, GST, or similar tax identification number(s) to avoid application of taxes, as applicable. Customer
shall use the ordered eSignGlobal Services for Customer’s business use in the foregoing location(s) in
accordance with the provided VAT or GST identification number(s). The parties’ obligations under this
Section (Tax Responsibility) shall survive the termination or expiration of these Terms.
ix. Intermediary Provider Billing. If your Subscription Plan is based on intermediary provider
billing, your intermediary provider will automatically charge your App Store account monthly for the
cost of the Subscription Plan and any applicable taxes. If you are not current with your Subscription
Plan payments, we reserve the right to terminate your account, suspend your access to your Subscription
Plan, or convert your Subscription Plan subscription to a non-subscription account. You will be
responsible for paying all past due amounts
x. Termination. If these Terms expire or are terminated for any reason Customer will
pay to eSignGlobal any amounts that have accrued before, and remain unpaid as of, the date of the
termination or expiration, including those for the billing cycle in which termination
occurs.
c. You may elect to receive authentication, notification and/or
eDocument delivery messages by text (“SMS Messages”) at the mobile number you provide as part of your
use of the eSignGlobal Services. You represent that you are the subscriber of the mobile service at the
mobile number provided, or that you are otherwise authorized by the subscriber to receive SMS Messages
at such mobile number as part of your use of the eSignGlobal Services. By electing to receive and send
SMS Messages, you acknowledge that message and data rates may apply under your agreement with your
provider of mobile communication services (“Mobile Service Provider”). You further understand and
acknowledge that your Mobile Service Provider’s network services are outside of eSignGlobal’s control
and we are not responsible or liable for any issues arising therefrom. eSignGlobal will not be liable
for any of the following: a) failure of delivery of any content via SMS Message; b) any delays in
transmission of SMS Messages; or c) any service or other changes implemented by your Mobile Service
Provider impacting the receipt or sending of SMS Messages as part of your use of the eSignGlobal
Services.
8. TERM AND TERMINATION – CUSTOMERS
a. Suspension of Access to eSignGlobal
Services. In accordance with these Terms, eSignGlobal may suspend any use
of the eSignGlobal Services, remove any content or disable or terminate any Account or Authorized User
that eSignGlobal reasonably and in good faith believes violates these Terms. eSignGlobal will use
commercially reasonable efforts to notify you prior to any such suspension or disablement, unless
eSignGlobal reasonably believes that: (a) it is prohibited from doing so under applicable law or under
legal process, such as court or government administrative agency processes, orders, mandates, and the
like; or (b) it is necessary to delay notice in order to prevent imminent harm to the eSignGlobal
Services or a third party. Under circumstances where notice is delayed, eSignGlobal will provide the
notice if and when the related restrictions in the previous sentence no longer apply.
b. Term. The period of effectiveness of these Terms, with respect to eSignGlobal
Services, begins on the date the Customer accepts these Terms and continues until the Customer’s
Subscription Plan expires or its use of the eSignGlobal Services ceases (including as a result of
termination in accordance with this Section 6), whichever is later (“Term”).
c. Termination by Customer. You may terminate your Account at any time upon Thirty (30) days’
advanceplease contact us at Globalservice@esign.cn.
d. Default; Termination by eSignGlobal. A Customer will be in default of these Terms if: (a) it fails to
timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with
its Account breaches any provision of these Terms or violates any published policy applicable to the
eSignGlobal Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or
similar laws; or (d) if, in our sole discretion, we believe that continued use of the eSignGlobal
Services by the Customer (or its Authorized Users or Signers) creates legal risk for eSignGlobal or
presents a threat to the security of the eSignGlobal Services or eSignGlobal’s customers. If a Customer
is in default, we may, without notice: (i) suspend its Account and use of the eSignGlobal Services; (ii)
terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv)
pursue any other remedy available to us. A eSignGlobal “Affiliate” means any legal entity that
eSignGlobal, Inc. owns, that owns eSignGlobal, Inc. or that is under common control with eSignGlobal,
Inc. A Customer “Affiliate” means any legal entity that Customer owns, that owns Customer or that
is under common control with Customer. “Control” and “own” mean possessing greater than 50% interest in
an entity or the right to direct the management of the entity.
e. Effect of Termination. If these Terms expire or are terminated for any reason: (a) any and all
of your liabilities to us that have accrued before the effective date of the expiration or termination
will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to
any intellectual property therein or thereto, will immediately terminate in accordance with these Terms;
(c) our obligation to provide any further access to the Site to you under these Terms will immediately
terminate, except any such rights that are expressly to be provided following expiration or termination
of these Terms; and (d) the provisions of Section 4(b)(ii) (No Refunds), Section 4(b)(vii) (Benefit
Programs), Section 4(b)(xiii) (Tax Responsibility), and Section 4(d) (Free Trial and Special Offers for
eSignGlobal Services) of this Schedule 1 (Additional Terms for eSignGlobal Services), as well as
provisions designated to survive under the Terms, any Service Schedules and accompanying attachments and
Exhibits to the Terms.