SNAPSIGN TERMS OF SERVICE
LAST UPDATED DATE: October 1, 2018
Please read these terms of service (“Terms of Service”) carefully and thoroughly as they govern access to and use of the SnapSign websites and services (collectively, the “Service”) operated by Thinkwork, LLC (“Company”), a Delaware limited liability corporation, by individuals that visit the Service (“Site Visitor”), and individuals or entities that purchase services via a Subscription Service Agreement or an Online Sign Up page (collectively “Customer”) and the individuals that Customers have permitted or authorized to access the Service (“Authorized User”). Customer, Site Visitor and Authorized User may be collectively referred to in these Terms of Service as “you” and “your”, as applicable.
If Customer has entered into a Master Subscription Services Agreement with Company, then these Terms of Service will only be applicable, if at all, to the extent that access to or use of the Service is not already provided for in the Master Subscription Services Agreement.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SERVICE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS OF SERVICE. IF YOU DISAGREE WITH ANY PART OF THESE TERMS OF SERVICE THEN YOU MAY NOT ACCESS OR USE THE SERVICE.
USAGE AND REGISTRATION
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 of Service.
You agree to receive all communications, notices and agreements from Company related to the Service in electronic format.
As part of the registration process, Customer will identify an administrative user for Customer’s account. Customer will provide current and complete information on Customer’s legal business name, address, email address and phone number and update this information if it should change.
RESTRICTIONS AND RESPONSIBILITIES
Customer shall authorize access to the Service consistent with the number of Users procured by Customer on Subscription Service Agreements or Online Sign Up page. User logins are assigned to designated Individuals and cannot be shared or used by more than one Individual, however a User login may be assigned to another Individual, on a permanent basis, as required by Customer. Customer will use commercially reasonable efforts to prevent unauthorized access to the Service. Customer is responsible for all activities conducted under User logins and API tokens, and for Authorized User compliance with this Agreement.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) and for all costs associated therein. You shall also be responsible for maintaining the security of the Equipment.
You will not, directly or indirectly: (a) copy, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service; (b) modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by Company or authorized within the Service); (c) use the Service or any Software for time-sharing or service bureau purposes, or rent, resell, sublicense or permit the concurrent use of a single User license; (d) access the Service for the purpose of building a similar or competitive product or service; (e) use the Service in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit anything to the Service that contains any viruses, worms, or other malicious file or programming routines that are intended to adversely impact, intercept or expropriate any systems, data or property of another; (g) probe, scan or penetrate the Service; or (h) obtain unauthorized access to the Service.
With respect to any Software that is distributed or provided to Customer for use on Customer’s or other third-party servers or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Service.
You may not remove or export from the United States or allow the export or re-export of the Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
You represents, covenants, and warrants that you will use the Service only in accordance with all applicable local, state, federal and foreign laws, treaties, regulations and conventions, including but not limited to those related to privacy, electronic communications, and anti-spam legislation.
SERVICES AND SUPPORT
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Service.
Subject to the terms of this Agreement, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.
The Service may contain links to third party websites, resources, products or services (collectively “Third Party Content”) that are not owned or operated by the Company. You acknowledge that the Company has no control over and assumes no responsibility for the accuracy, integrity, suitability, performance or quality of this Third Party Content. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, services, resources, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such Third Party Content made available on or through our Service. It is your responsibility to review and evaluate any such Third Party Content that is made available through the Service.
CONFIDENTIALITY; PROPRIETARY RIGHTS
You shall own all right, title and interest in and to any content and documents that you upload into the Service, not including any Company intellectual property (“Customer Data”). You hereby grant to Company non-exclusive, worldwide, royalty-free right to store, use, collect, copy, transmit, modify and create derivative works from Customer Data solely for the purpose of delivering the Service or as otherwise expressly permitted in these Terms.
Company shall own and retain all right, title and interest in and to (a) the Service and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
The logos, trademarks and service marks displayed within the Service (collectively, “Trademarks”) are the unregistered and registered Trademarks of the Company and others and may not be used without the express written consent of the Company and others.
You grant Company the world wide, royalty free, irrevocable, perpetual, fully transferable right to modify, use, distribute and incorporate into the Service any enhancement request, recommendation, proposal, correction, suggestion or other feedback provided by you related to the operation, performance or functionality of the Service.
Any rights in the Service or Company’s intellectual property not expressly granted herein by Company are reserved by Company.
PAYMENT OF FEES
Customer will pay Company the then applicable fees described in the Subscription Services Agreement or per the Online Sign Up page for the Service in accordance with the terms therein (the “Fees”). If Customer’s use of the Service exceeds the Service Capacity set forth on the Subscription Services Agreement or the Online Sign Up page, or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
Customer shall be responsible for all sales, use, value-added or other similar taxes imposed by applicable law associated with Service, other than taxes based on Company’s net income.
SUSPENSION AND TERMINATION
Company reserves the right to suspend Customer’s access to and use of the Service if any payment is due and remains unpaid after Company has provided Customer with a delinquency notice and 30 days have passed since the transmission of the delinquency notice. Customer agrees that Company shall not be liable to Customer or any third party for any suspension pursuant to the foregoing.
Company reserves the right to suspend your access to the Service, remove any content, or disable your Service account, if Company reasonably concludes that you are using the Service for illegal activities, spamming, engaging in denial of service attacks and/or your use of the Service is causing immediate and material harm to Company or others.
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Subscription Services Agreement or Online Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Service up to and including the last day on which the Service are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
MODIFICATIONS AND DISCONTINUATION OF SERVICE
Company may modify the Service or parts of the Service from time to time and will use commercially reasonable efforts to notify Customer of any material modifications. Company reserves the right to discontinue the Service at the conclusion of Customer’s Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer. Upon any discontinuation, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. Company shall not be held liable to Customer or to any third party for any such modification and/or discontinuance of the Service, or any part thereof.
WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service and shall perform the Implementation Services in a professional and workmanlike manner. Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE AND IMPLEMENTATION SERVICE ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You hereby agree to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Service. Although Company has no obligation to monitor your use of the Service, Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY AND CUSTOMER ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON THEIR LIABILITY.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Connecticut without regard to its conflict of laws provisions.
Company reserves the right to modify or replace these Terms of Service at any time. If the Company updates these Terms of Service, Company will also update the “Last Updated” date above. It is your responsibility to review these Terms of Service frequently and to review any revisions made to them. By continuing to access or use our Service after those revisions become effective, you agree to be bound by these revised terms. If you do not agree to the new Terms of Service then you may not access or use the Service.
If you have any questions about our Service or about these Terms, please contact us at email@example.com.