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Terms Of Service Agreement

Last Updated: June 3, 2021


Please read the following Terms of Service Agreement ("TOS") carefully. By accessing or using our website and our services, you agree to be bound by these Terms and all Terms incorporated into this article by reference. It is the responsibility of you, your authorized users, and your customers, to read the Terms before continuing to use this website. If you are agreeing to these Terms, for use of the Services by an organisation, you are agreeing on behalf of that organisation. You must have the authority to bind that organisation to these Terms, otherwise you must not sign up for the Services. If you do not explicitly accept all the Terms, please do not visit or use our website or our services.

1. ACCEPTANCE OF TERMS

The following TOS is a legally binding agreement that stipulates the conditions under which DocEndorse engages with site visitors, individuals or entities who purchase services or create an account ("Customer"), and their Authorized Users. An "Authorized User" of a Customer is a natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by the Customer to use our services subject to these Terms. The TOS contains stipulations related to the use of the DocEndorse website ("Website") at domain Docendorse.com, and its services, as defined in section 2.

2. DESCRIPTION OF WEBSITE SERVICES OFFERED

Docendorse.com offers range of services that allow Customers to sign and get documents signed electronically by single or multiple parties anywhere and at any time.

3. ACCOUNT INTEGRITY

3.1 Create Account The Customer and the Authorized User ("User") are required to create an account ("Account") with a username and password ("Login Credentials"), as part of the registration process. The User must ensure that the information provided is correct and not misleading. The User may not create an Account with a username and password that is the same as another person's name or information, or with words that are trademarks or property of another party, or that are vulgar, obscene, or otherwise improper.

3.2 Login Credentials Users are responsible for keeping track of their own Login Credentials. The User should ensure that Login Credentials are stored securely, inaccessible to others, or are not shared publicly or with anyone else. All Account information will be governed by DocEndorse's Privacy Policy (currently available at https://docendorse.com/privacy). Users agree to keep this information up-to-date so that DocEndorse may send notices, statements, and other information by email or through the Service.

3.3 Responsibility Users are responsible for their Account and any actions that are done on behalf of their Account. If the User becomes aware or think that a third party has obtained access to their Login Credentials, or other information, he/she must notify us immediately.

4. ACCOUNTS & ORGANISATIONAL ADMINISTRATION

A single email address is linked with each Account. If the domain of the primary email address associated with an Account is owned by a business or other organisation ("Entity") and was assigned to the User as an employee, contractor, or member of the Entity, such as name@profit.org ("Entity Email Address"), the User grants that Entity and its Account Administrator(s) permission to: (i) Identify Accounts created with an Entity Email Address; (ii) Aid the Entity with management of such Accounts which may include the disclosure of personal information to the Entity associated with the Account.

5. USAGE RIGHTS

The User hereby agree that the DocEndorse service and any necessary code that accompany our services will contain proprietary and confidential materials that are protected by applicable intellectual property rights. The User also agree that any content that may be contained in any advertisement or information provided by our services is protected by copyright, trademark, patent, or other proprietary rights. Unless expressly permitted by applicable laws or authorized by DocEndorse, the 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 DocEndorse Service to a third party (except Authorized Users or as permitted under these Terms).

Under these Terms DocEndorse grants the User personal, non-transferable, and non-exclusive rights and/or licenses to use our service. The User nor any third party must not:

  1. Reverse engineer, disassemble, decompile, or translate our service.
  2. Track or attempt to locate or identify any source code.
  3. Change or modify any source code taken from our services.
  4. Access or attempt to access our services through any means other than the interface provided by DocEndorse.
  5. Publicly disseminate information regarding the performance of the DocEndorse Service
  6. Break or circumvent any security measures, rate limits, or usage tracking.
  7. Use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
6. PERSONAL DATA

6.1 Data Rights: The Customer retains all right, title, and interest (including any intellectual property rights) in and to the content and documents that Customer or its Authorized User uploads into the DocEndorse Service (excluding any DocEndorse intellectual property) (the "Customer Data"). Customer hereby grants DocEndorse a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide the DocEndorse Service or as otherwise permitted in these Terms. Customer expressly authorizes DocEndorse to use and process Customer Data (including any Confidential Information contained therein) as described in these Terms and in the DocEndorse Privacy Policy, which provides for, but is not limited to, delivering and sharing of content and documents as directed by Customer's use of the DocEndorse Services with third parties that Customer invites to view, approve or sign such contents and documents. These licenses and permissions extend to our affiliates and trusted third parties we work with.

6.2 Anonymous Data: Customer agrees that DocEndorse will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by DocEndorse, which DocEndorse may use for any business purpose during or after the term of this TOS (including without limitation to develop and improve DocEndorse's products and services and to create and distribute reports and other materials). DocEndorse will only disclose aggregate or anonymous data externally in an anonymous form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers.

6.3 Sharing Data: 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). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the DocEndorse Privacy Policy or our terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of DocEndorse, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organisations.

6.4 Transfer Data: Customer agrees that DocEndorse and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country.

7. CUSTOMER RESPONSIBILITIES

As party to these TOS Customer is required to take certain measures when they use of our services. Customer must:

  1. represents and warrants that it has taken appropriate steps to secure and preserve the Data they upload to DocEndorse including, but not limited to, setting the right configurations on DocEndorse (Eg. auto-delete documents at the right frequency), setting the right internal procedures and controls for their organisation, backing-up Customer Data at the right periods, and vetting or setting the right permissions for Authorised Users. DocEndorse is not responsible for calculating the length of time that any contracts, documents, or other records must be kept or held under any applicable laws, regulations, or legal or administrative agency processes. Furthermore, DocEndorse accepts no responsibility for Customer Data that the User chooses to store or transmit outside of DocEndorse;
  2. accepts that its designated Account Administrator(s) has the power to provide DocEndorse with and accept from DocEndorse any required authorizations, requests, or consents on Customer's behalf in connection with Customer's Account.
  3. acknowledges that it is solely responsible for the correctness and appropriateness of the instructions supplied to DocEndorse in regard to the Services by it and its personnel, including without limitation instructions issued through its Account by the allocated Account Administrator;
  4. represents and warrants that the Data it places in DocEndorse's custody, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy or publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to DocEndorse complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must stop using the related item with the DocEndorse Service and notify DocEndorse immediately;
  5. accepts that DocEndorse provides no guarantee or warranty regarding the transactions attempted to be effected by any electronic documents handled by DocEndorse, and nothing in this TOS can be construed to constitute DocEndorse a party to any electronic document processed through DocEndorse;
  6. as between DocEndorse and Customer, accepts that Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with our services;
  7. acknowledges that 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 that Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with our services are appropriate for electronic signatures, and DocEndorse is not responsible or liable for any such determination or use;
  8. accepts that Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers such as requiring the consumer's consent to the method of contracting and/or providing the consumer with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Customer is solely responsible for ensuring it complies with all such laws/regulations, and DocEndorse has no obligations to make such determination or assist with fulfilling any requirements therein;
  9. maintain a legally-adequate privacy policy on its sites, and provide all required disclosures;
  10. 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 DocEndorse the rights and licenses set out in these Terms;
  11. use the DocEndorse Service in compliance with DocEndorse's Terms and Conditions; and
  12. not take any action that would cause DocEndorse become subject to any third-party terms.
8. SUBSCRIPTION PLANS & PRICES

8.1 Subscription Plan: The cost, options and features of DocEndorse's services depend on the Subscription Plan selected by the Customer, as well as any adjustments made by the Customer. For example, if the Customer adds additional Authorized Users, DocEndorse will charge an additional membership fee per user for each month or year depending on the plan billing period. DocEndorse may, in its sole discretion, change the cost of a Subscription Plan ("Plan"), offer more or less features and options within a Plan, offer other Plans, or update, modify or revise any current Plans. DocEndorse reserves the right to cancel and stop providing any of the above services. As acknowledged by the TOS, you accept and agree that DocEndorse is not responsible for any such updates, modifications, revisions, suspensions, or interruptions to any of your services as result of changes to any of our services. DocEndorse goes to great lengths to ensure that the price on our website is accurate. However, if a pricing error in a product or service is discovered, we have the right to cancel your order, contact you to arrange payment of any additional money due, or refund any overpayment made by you (as applicable).

8.2 Automatic Renewal: When Customer agrees to a Subscription Plan with DocEndorse, Customer authorizes DocEndorse to charge Customer's payment method on a recurring basis whether monthly or annually (depending on the Plan chosen). Customer expressly authorizes DocEndorse to charge its payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.

8.3 Taxes: All payments required by these Terms are stated exclusive of all taxes, duties, and levies. Customer is responsible for any applicable taxes including value-added taxes ("VAT"), goods and services taxes ("GST"), excise, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on DocEndorse's net income (collectively, "Taxes"). Where the responsibility to remit Taxes falls upon DocEndorse, the Taxes will be added to the payment and payable to DocEndorse at the same time as the payment. Taxes shall not be deducted from the payments to DocEndorse, 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, DocEndorse 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.

8.4 Free Trial: If your account is set to auto-renewal or is in a trial period and you have provided a method of payment to DocEndorse for the services, DocEndorse may charge you automatically at the of the trial or for the renewal, unless you notify DocEndorse that you want to cancel your subscription.

8.5 Invoices: DocEndorse will provide billing and usage information in a format we choose, which may change from time to time. DocEndorse 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, Customer agrees to waive its right to dispute such problems or discrepancies.

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. DocEndorse 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). If you don't pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features. 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.

8.7 Late Fees & Collection Costs: If DocEndorse 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 interest 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 DocEndorse to collect any amount that is not paid when due. DocEndorse may accept payment in any amount without prejudice to DocEndorse's right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to DocEndorse may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from DocEndorse.

8.8 Billing Cycle: 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.

9. Term and Termination

8.1 Term: These Terms ("Terms") become effective on the day the Customer accepts DocEndorse services, and lasts until such service expires or its use of the DocEndorse services ceases (including as a result of termination in accordance with this Section 9.5), whichever is later.

8.2 Subscription Term and Automatic Renewals: DocEndorse's Plans automatically renew unless otherwise noted. Upon purchase of a Plan Customer agrees to pay applicable fees associated with the Plan and further agree and acknowledge that it will automatically renew for additional successive periods equal to the initial subscription, unless, prior to the end of the current period of effectiveness of the Subscription Plan ("Subscription Term"): (a) you terminate your Account; (b) DocEndorse declines to renew your Subscription Plan; or (c) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending on the Plan you choose ("Renewal Term"). Pricing for any Subscription Term renewal will be at DocEndorse's then-applicable rates.

8.3 Suspension of Access to Services: DocEndorse may suspend Customer's access to the DocEndorse Services, remove any content or disable or terminate any Account or Authorized User if: (a) Customer's account is overdue; or (b) Customer has exceeded its service allocations / service limits. DocEndorse may also suspend Customer's access to the DocEndorse Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the DocEndorse Service. DocEndorse will have no liability for taking any action as permitted above.

8.4 Introductory offers: Introductory offers may only be used for your first Subscription Term. If you purchased your Subscription Plan with an offer, each time your Subscription Plan renews you will be charged the full annual billing amount. If your Subscription Plan is ever terminated for any reason, and you purchase another Subscription Plan, you shall not be eligible to use an introductory offer.

8.5 Plan and Term Modifications: We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Plan. We may also recommend that you purchase a new Plan that is comparable to your previous Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, your continued use of the DocEndorse Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Plan as described in Section 8.6. If you accept the new Subscription Plan, the terms and conditions of the new plan will apply in the Renewal Term and thereafter.

8.6 Termination By Customer: Customer may terminate Plan at any time by using the Cancel Subscription tool provided in Admin settings. DocEndorse has no obligation to consider refund requests related to a termination of a Plan under any circumstances.

8.7 Termination by DocEndorse: Either party may terminate these Terms, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, (iv) if, in our sole discretion, we believe that continued use of the DocEndorse Services by the Customer (or its Authorized Users or signers) creates legal risk for DocEndorse or presents a threat to the security of the DocEndorse Services or DocEndorse's customers, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

8.8 Effect of Termination: Upon any expiration or termination of these Terms: (i) Customer's license rights terminate and it must promptly: (a) stop use of the applicable DocEndorse Service; (b) delete (or, at DocEndorse's request, return) any and all copies of any DocEndorse code, documentation, passwords or access codes, and any other DocEndorse Confidential Information in Customer's possession, custody, or control; (ii) Customer's right to access any Customer Data in the applicable DocEndorse Service will cease and DocEndorse may delete the Customer Data at any time after 30 days from the date of termination; and Customer will pay to DocEndorse 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. Any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

8.9 Survival: The following Sections survive any expiration or termination of these Terms: Section 3 (Usage and Access Rights), Section 4 (Ownership), Section 5.3 (Restrictions on Use of the Site), Section 5.4 (Compliance with Terms), Section 6 (Privacy), Section 7.2.2 (No Refunds), Section 7.2.7 (Benefit Programs), Section 7.2.8 (Tax Responsibility), Section 7.3, Section 7.4 (Data), Section 7.6 (Confidentiality), Section 8.2.6 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification Obligations), Section 11 (Limitations of Liability), and Section 12 (General) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits to these Terms.

9. WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

  1. YOU ARE ENTIRELY RESPONSIBLE FOR YOUR USE OF DOCENDORSE SERVICES AND SOFTWARE. OUR SOFTWARE AND SERVICES SHALL BE PROVIDED "AS IS" AND/OR "AS AVAILABLE." DOCENDORSE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. DOCENDORSE AND OUR SUBSIDIARIES, OFFICIALS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DO NOT GUARANTEE THAT (a) THE DOCENDORSE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (b) THE DOCUMENT SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SAFE, OR UNINTERRUPTED ERROR; (c) THE RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF DOCUMENT SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIALS YOU MAY PURCHASE OR OBTAIN THROUGH OUR SERVICES OR SOFTWARE WILL BE MEET YOUR EXPECTATIONS; (e) ANY ERRORS CONTAINED IN THE SOFTWARE WILL BE CORRECTED.
  3. ACCESS TO ANY INFORMATION OR MATERIAL OBTAINED BY POSTDOCTORAL SERVICES OR SOFTWARE DOWNLOADS OR OBTAINED IN ANY OTHER WAY WILL BE THE SOLE RESPONSIBLE AND PERSONAL RISK AND, THEREFORE, YOU WILL BE SOLELY RESPONSIBLE FOR THIS AND, THEREFORE, YOU WILL WAIVE ANY CLAIM AND LITIGATION FOR DAMAGE TO COMPUTERS, INTERNET ACCESS, DOWNLOADING AND / OR VIEWING, OR ANY LOSS OF DATA DUE TO DOWNLOADING OF SUCH INFORMATION OR MATERIALS.
  4. ANY ADVICE AND / OR INFORMATION THAT YOU OBTAIN FROM DOCUMENTS OR THROUGH OUR SERVICES OR SOFTWARE, WHETHER IN WRITTEN OR ORAL FORM, DOES NOT CONSTITUTE ANY GUARANTEE THAT IS NOT EXPRESSLY STIPULATED IN THE TOS.
  5. A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
10. INDEMNIFICATION OBLIGATIONS
  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; (b) violation of these Terms by you or your Account Administrator(s) or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the DocEndorse Services; or (e) any products or services purchased or obtained by you in connection with the Site.
  2. DocEndorse retains 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.
11. LIMITATION OF LIABILITY

11.1 Damages: YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT DOCENDORSE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR AND RESULT FROM: a) THE USE OR INABILITY TO USE OUR SERVICE; b) THE COST OF PROCURING SUBSTITUTE SERVICES; c) UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA; d) STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE; e) AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

11.1 Dollar Cap: DOCENDORSE'S AND ITS SUPPLIERS' TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO DOCENDORSE'S FOR THE APPLICABLE DOCENDORSE'S SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR $50, WHICEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

11.2 Allocation of Risk: 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 DocEndorse 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.

12. EXCLUSION AND LIMITATIONS

THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IS PROHIBITED IN SOME JURISDICTIONS. AS A RESULT, SOME OF THE ABOVE SECTION WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

13. GENERAL

13.1 Third Party Content: We may provide, or third parties may provide, links to other third-party web sites, 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. DOCENDORSE 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 web sites or resources on the Site.

13.2 Relationship: At all times, you and DocEndorse 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 DocEndorse or are otherwise authorized to bind or commit DocEndorse in any way without DocEndorse's prior written authorization.

13.3 Export Control Laws: You acknowledge that the Site, Documentation, and/or DocEndorse Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that DocEndorse makes available (collectively “Excluded Data”) is subject to export control laws and regulations of the United Kingdom. You represent and warrant that: (a) you are not (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, or (iii) a prohibited end user under Export Laws; and (b) you will not access, download, use, export, or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws without first complying with all Export Laws that may be imposed by the UK Government and any country or organisation of nations within whose jurisdiction you operate or do business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site.

13.4 Assignability: You may not assign your rights or obligations under these Terms without DocEndorse's 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. DocEndorse may freely assign its rights, duties, and obligations under these Terms.

13.5 Notices: Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to DocEndorse, in English, at the following address, compliance@docendorse.com, and include "Attention: Legal Department" in the subject line. DocEndorse may send notices to the email addresses on Customer's account or, at DocEndorse's option, to Customer's last-known postal address. DocEndorse may also provide operational notices regarding the DocEndorse Service or other business-related notices through conspicuous posting of the notice on DocEndorse's website or the DocEndorse Service. Each party consents to receiving electronic notices. DocEndorse is not responsible for any automatic filtering Customer or its network provider may apply to emails.

13.6 Publicity: Unless otherwise specified in an applicable Order Form, DocEndorse may use Customer's name, logo, and marks to identify Customer as a DocEndorse customer on DocEndorse's website and other marketing materials.

13.7 Subcontractors: DocEndorse may use subcontractors and permit them to exercise the rights granted to DocEndorse in order to provide the DocEndorse Service and related services. These subcontractors may include, for example, DocEndorse’s hosted service and email providers. However, subject to all terms and conditions of these Terms, DocEndorse will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the DocEndorse Services if and as required under these Terms.

13.8 Force Majeure: Except for any payment obligations, neither you nor DocEndorse 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.

14. MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. FOR U.S. RESIDENTS

14.1 Initial Dispute Resolution: If you have any dispute with us, you agree that before taking any formal action you will contact us at compliance@docendorse.com and provide a brief, written description of the dispute and your contact information. Except for intellectual property, you and DocEndorse agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with DocEndorse.

14.2 We Both Agree to Arbitrate: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time an intial dispute resolution is embarked on, you and DocEndorse agree to resolve any claims relating to these Terms 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.

14.3 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 county where you live or work, San Francisco (CA), or any other location we agree to. The AAA rules will govern payment of all arbitration fees.

14.4 Exceptions to Agreement to Arbitrate: Either you or DocEndorse may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.

14.5 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.

14.6 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 DocEndorse 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: (a) If DocEndorse launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer's acceptance or use; (b) changes to any terms will take effect immediately for Free Access Subscriptions; and (c) during a Subscription Term, DocEndorse may update DocEndorse's Security page, and Privacy Policy from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer's rights or create substantial additional Customer obligations during a Subscription Term. DocEndorse's documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term DocEndorse may update the documentation to reflect best practice with the relevant DocEndorse Service, provided that these changes do not substantially diminish Customer's rights or create substantial Customer obligations. 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 DocEndorse 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.

14.7 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.

14.8 Entire Agreement: These Terms represents the parties' complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the DocEndorse 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.

14.9 Governing Law & Venue: These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the London, U.K., 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 London UK.

15. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

DocEndorse will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, DocEndorse may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:

  1. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you believe has been infringed upon;
  3. a description of the location of the site which you allege has been infringing upon your work;
  4. your physical address, telephone number, and email address;
  5. statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
  6. and finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf.
16. INDEMNITY

All users herein agree to insure and hold DocEndorse, our subsidiaries, affiliates, agents, employees, officers, partners, and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a user of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of DocEndorse Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

17. WAIVER AND SEVERABILITY OF TERMS

At any time, should DocEndorse fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

18. THIRD PARTY BENEFICIARIES

Unless otherwise stated in this TOS, you accept, understand, and agree that there will be no third-party beneficiaries to this agreement.

19. RELEASE

You agree to release DocEndorse (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners, and any other third parties) from any and all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.