Last Updated: October 29, 2018
We may make changes to these Terms from time to time in our sole discretion. When we do, we will revise the “last updated” date given above. All changes are effective immediately when we post them. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Terms will constitute your acceptance of such revised Terms. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
LICENSE TO USE OUR SERVICES; INTELLECTUAL PROPERTY RIGHTS
Subject to these Terms, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable license to access and use our Services for your personal and/or personal commercial use and not for resale or further distribution. Your right to access and use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof). Our Services and those of our licensors are protected by applicable intellectual property laws, including United States copyright, trademark and trade secret laws and international treaties. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of any of the material provided as a part of our Services; (ii) rent, lease or sublicense (or otherwise provide unauthorized) access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services. Any rights not expressly granted herein are reserved by us.
If we provide desktop, mobile or other applications for download, you may download only such number of copies to your computers or mobile devices as authorized and solely for the personal and/or personal commercial use of your own business in conformity with the Terms and provided you agree to be bound by the terms of any applicable end user license agreement for such applications that we may provide.
CANCELING YOUR ACCOUNT
Your InsureSign Account (including the Free Trial Account) will continue in effect unless and until you cancel your Account or we terminate it. You have the right to cancel your service at any time. However, if you have selected automatic billing to your credit card or ACH transfer, you must cancel your Account before it renews each billing period in order to avoid billing of the next period’s fees to your credit card or via ACH transfer. InsureSign will bill the fees associated with your Account in the manner that you authorized upon registration (unless and until you provide updated instructions or account information). Payments made on your InsureSign Account are non-refundable. InsureSign does not provide refunds or credits for any partial billing periods.
If you wish to cancel your Account you may do so via your “Account Settings > Billing” page. Should you elect to cancel your Account, please note that you will not be issued a refund for the most recently (or any previously) charged periodic fees. By signing up for an InsureSign Account and providing us with your payment account information, you hereby agree to these payment terms and conditions.
Notwithstanding anything to the contrary herein, and in addition to all other remedies available to us, we may limit, suspend or terminate your access to and use of the Services without notice for any reason, including, without limitation, if you: (a) breach any provision of these Terms; (b) violate any policy applicable to the Services; (c) transfer use of the Services to another person without our consent; (d) in our sole discretion, use your account and/or the Services in a manner that is excessive, unusually burdensome, or unprofitable to us; or (e) in our sole discretion, we believe that your continued use of the Services presents a threat to the security of other users of the Services.
OWNERSHIP OF YOUR CONTENT
You retain ownership of all intellectual property rights in any content submitted by you in the course of using the Services (“Content”). InsureSign does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services to you.
ACCESS TO OUR SERVICES
We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
AGREEING TO THE SERVICES
To enable parties to rely upon the signed documents between them, you agree and consent, in using our Services or submitting an e-Signed document, to the means we use to secure electronic records and electronic signatures for any document you signed through us. The provisions in this paragraph are intended to facilitate compliance with the laws of any state requiring or permitting for the parties to agree to such procedures and the enforceability of the signatures.
You must comply with all applicable laws when using our Services. Other than viewing, signing, retrieving, or exercising other rights you may have to an electronic contract provided to you by another user through the Services, and except as may be expressly permitted by applicable law or as we may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal and/or personal commercial use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.
LINKING TO OUR SERVICES
Framing of our Services within or as part of any third-party services, or any other manner of incorporating parts of our Services as part of another website or service, is not permitted without our prior written consent.
RESTRICTED AREAS OF THE SERVICES
Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.
You may have the opportunity to post information and content to our Services. You agree that we are free to use any comments, information, ideas, concepts, methods, techniques, content, and any other material in any post or submission that you may make to our Services, such as on our blog (each, a “Submission”), without further compensation, acknowledgement, or payment, for any purpose whatsoever including, without limitation, modifying or improving the Services. By submitting any Submission, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, that we are free to disclose the Submission on a non-confidential basis to anyone or otherwise use the Submission without any additional compensation to you. You acknowledge that, by acceptance of your Submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you. Furthermore, by making any Submission on the Services, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party. A Submission does not include any content you upload on your account in normal use of the Services, such as a contract you upload and send for signature.
BY POSTING OR PROVIDING ANY SUBMISSION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.
LINKS AND THIRD-PARTY CONTENT
Our Services may display, or contain links to, third-party products, services and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, “Third-Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives. We do not control Third-Party Content and do not guarantee the accuracy, integrity or quality of such Third-Party Content. These links are provided for your convenience only. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third-Party Content or any information or materials advertised in any Third-Party Content. If you decide to access or rely upon any Third-Party Content or related sites linked to our Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You are solely responsible for any Content and other material that you submit, publish, transmit, or display on, through, or with our Services. You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; (xi) collect or store personal data about other users; or (xii) to resell or rebill the Services.
You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. InsureSign does not monitor the content processed through the Services, but in accordance with DMCA (Digital Millennium Copyright Act) safe harbors, it may suspend any use of the Services, or remove or disable any content that InsureSign reasonably and in good faith believes violates this Agreement or applicable laws or regulations. We reserve the right to remove any Content from our Site and/or Services, and/or disclose Content or other information relating to your use of the Services (1) if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on us; (2) to protect and defend the rights or property of the Company; or (3) to act in urgent circumstances to protect the security or safety of any users of the Services, or the public.
The use of SMS/Text features are limited to 3x the average usage of this feature across all users. Excessive use will be subject to additional charges.
InsureSign may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of the InsureSign service.
“InsureSign,” the InsureSign logo, and any other product or service name or slogan displayed on our Services are trademarks of the Company and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “InsureSign” or any other name, trademark or product or service name of the Company without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of InsureSign and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
Subject to these Terms, you may use the Services to deliver, electronically sign, and store, as applicable, eContracts. You must be 18 years of age or older to register for an Account and use the Services. Your right to use the Services is limited to your personal and/or personal commercial use and not for distribution or resale. Your use of the Services is subject to your acknowledgement and agreement to the following:
(a) The Services facilitate the execution of eContracts between the parties to those eContracts. Nothing in these Terms may be construed to make InsureSign a party to any eContract processed through the Services, and InsureSign makes no representation or warranty regarding the transactions sought to be effected by any eContract;
(b) Between InsureSign and you, you have exclusive control over and responsibility for the content, quality, and format of any eContract. All eContracts stored by InsureSign that take advantage of our password-protection features are maintained in an encrypted form, and InsureSign has no control of or access to their contents;
(c) InsureSign assumes no liability or responsibility for a party’s failure or inability to electronically sign any eContract within a period of time or at all;
(d) You are solely responsible for ensuring that your use of the Services for any transaction complies with all applicable laws, including electronic signature law;
(f) Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law), or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. InsureSign is not responsible or liable to determine whether any particular eContract is subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures;
(g) InsureSign is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, InsureSign is not responsible for or liable to produce any of your eContracts or other documents to any third parties;
(h) Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. InsureSign does not and is not responsible to: (A) determine whether any particular transaction involves a “consumer;” (B) furnish or obtain any such consents or determine if any such consents have been withdrawn; (C) provide any information or disclosures in connection with any attempt to obtain any such consents; (D) provide legal review of, or update or correct any information or disclosures currently or previously given; (E) provide any such copies or access, except as expressly provided herein for all transactions, consumer or otherwise; or (F) otherwise to comply with any such special requirements; and
(i) You undertake to determine whether any consumer is involved in any eContract presented you for processing, and, if so, to comply with all requirements imposed by law on such eContracts or their formation.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THE COMPREHENSIVENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE SERVICE OR SERVICE CONTENT OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, TIMELY OR SECURE. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, DIRECTORS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT DURING THE TWELVE (12) MONTHS PRECEDIGN THE DATE OF THE ACTION OR CLAIM. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES REPRESENTS AN AGREED ALLOCATION OF THE RISKS OF THESE TERMS AND CONDITIONS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY INSURESIGN TO YOU AND 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 CONDITIONS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THESE TERMS AND CONDITIONS HAVE FAILED OF THEIR ESSENTIAL PURPOSE;
LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You will indemnify and hold us, our service providers, integrators, suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses (including reasonable attorneys’ fees), and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.
By providing InsureSign your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your notification settings to opt out of many Services-related communications. Opting out may prevent you from receiving email messages regarding updates or improvements.
The owner and provider of the Services is based in the states of North Carolina and South Carolina in the United States. We make no claims that the Services or the Service Content is necessarily accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
All payments required by these Terms of Service 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 and the interest and penalties thereon, excluding taxes based on InsureSign’s net income (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with your purchase of, payment for, access to or use of the InsureSign Services. Taxes shall not be deducted from the payments to InsureSign, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, InsureSign 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. In addition, should InsureSign be assessed or held responsible in any manner for any Taxes related to these Terms of Service, now or in the future, you shall indemnify and hold harmless InsureSign for such Taxes and related costs and expenses (including without limitation, fines, penalties, attorneys’ fees and expenses of administrative proceedings and litigation). You hereby confirm that InsureSign can rely on the name and address set forth in your registration for a Subscription Plan as being the place of supply for sales tax purposes. InsureSign’s and your obligations under this section (Tax Responsibility) shall survive the termination or expiration of your Terms of Service with InsureSign.
Enforcement of these Terms will be governed by the laws of the State of North Carolina, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in Raleigh, North Carolina, and each party irrevocably agrees to submit to the jurisdiction of such courts. Notwithstanding this, you agree that we will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. These Terms constitutes the whole legal agreement between the parties in connection with your use of the Services, and governs such use. These Terms completely replace and supersede any prior agreements between the parties, whether written or oral, in connection with the Services. Except as expressly provided in these Terms, any modification of or changes to these Terms must be in a writing duly authorized by an authorized representative of ours. These Terms will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party’s performance of any services for any third party. You must not represent to anyone that you are an agent of InsureSign or is otherwise authorized to bind or commit InsureSign in any way without InsureSign’s prior authorization.
If you have any questions about our Services or these Terms, you may contact us at: firstname.lastname@example.org.