Terms of Service

Terms of Service

Dated:  March 16, 2013

Your Agreement with Resmark Systems, Inc. dba WaiverSign

The WaiverSign electronic signature service (“referred to as WaiverSign Service”) is owned and operated by Resmark Systems, Inc. dba WaiverSign (referred to as “WaiverSign” “we,” “us,” and “our”). The WaiverSign Service is described more fully at http://www.waiversign.com. These Terms of Service (“Terms”) govern your access to and use of the WaiverSign Service, WaiverSign Content, our intellectual property, the WaiverSign website located at http://waiversign.com (“Site”), and any other product or service provided by us under this agreement (collectively referred to as “Service”). These Terms are an agreement between you or the entity you represent (“you”) and WaiverSign. These Terms are effective as of the date you click the “I Accept” button below or checkbox presented with these terms, whichever is applicable, or when you use any part of the Service, whichever date is earlier (“Effective Date”). Please read these Terms carefully and keep a copy for your records.

1. Legal Authority

1.1 Minors and Legal Authority. The Site is not directed to children under 18 (“Minors”), and it does not offer products or services for use by Minors. Minors are specifically prohibited from using the Service or obtaining any products or services available on the Site. By visiting the Site, registering for an account, or using the Service, you represent that you are not a Minor and that you have the legal authority to enter into contracts. If you are accepting these terms on behalf of an entity, you represent that you have legal authority to bind that entity.

2. Provision of the Service

2.1 Content Defined. Content” means software, data, text, audio, video, graphics, photographs, images and other content. “Electronic Contract” means any contract or document submitted for electronic signature through the Service. “Your Content” means Content you 1) submit or upload to the Service under your account, including Electronic Contracts that you originate; or 2) otherwise transfer, process, transmit, generate, display, use or store through the Service or in connection with your account. “WaiverSign Content” means Content we make available to you in connection with the Service or on the Site to allow access to and use the Service. WaiverSign Content does not include the Service. “Third-Party Content” means Content made available to you by any third party on the Site or in connection with the Service.

2.2 Website Terms and Conditions. Your use of the WaiverSign website is governed by the website Terms of Use (“Site Terms of Use”) located at http://www.waiversign.com/terms/ (“Site”). By using the Site and Service, you agree to the Site Terms of Use.

2.3 Changes to Terms of Service. WaiverSign has the right to modify these Terms at any time by posting an updated Terms on the Site. You are responsible for periodically checking the Terms for updates. The latest Terms can be found at http://www.waiversign.com/terms-of-service/. Your continued use of the Service after the Terms have changed means you agree to and accept the revised Terms. Without limiting the foregoing, if we make a material change to the Terms, we will post a notice of the change on the Site. We may also email a notice of the change to the email address you provided to us. Material changes to these Terms will become effective 60 days after such notice is posted, unless the changes apply to new features and functionality or changes and discontinuation of features, functionality and any other aspect of the Service, in which case they will be effective immediately. WaiverSign shall not be liable to you or to any third party for any changes to these Terms.

2.4 Changes to the Service.

a) New Features and Functionality. WaiverSign may update the Service with new applications, tools, features or functionality from time to time. We will inform you of any material changes to the Service as described in Section 2.3 of these Terms. Any material update may be contingent upon your acceptance of updated Terms.

b) Changes and Discontinuation. Subject to Section 8 of these Terms, WaiverSign may at any time change, modify, eliminate, or reduce the features, functionality and any other aspect of the Service, including the Service as a whole. We will notify you of any material change to or discontinuation of the Service as described in Section 2.3 of these Terms. We may at any time also change, modify, eliminate, discontinue or reduce any application program interface (“API”) for the Service but will use commercially reasonable efforts to continue supporting the previous version of the affected API for 12 months after the change, modification, elimination or reduction except if doing so a) would pose a security or intellectual property issue, b) would be economically or technically burdensome, or c) would violate the law or requests of governmental entities (e.g., a court order or a subpoena). Any material change may be contingent upon your acceptance of updated Terms.

2.5 System Requirements. The WaiverSign Service is a web application that can be accessed from a variety of platforms, including desktops, smartphones and tablets. You do not have to download or install any software to use it. All that is required is an Internet connection and a modern browser that is HTML5 compatible.

2.6 Availability. To provide the level of service our customers expect, we must from time to time take down the Service to perform maintenance or make upgrades. This downtime will usually take no more than an hour. To minimize any inconvenience to you, we will try to bring the System down at non-peak times, either in the early morning or late afternoon local time. For extended downtime, we will try to do it as late as possible in the evening. WaiverSign has no control over and shall not be responsible for any interruptions or problems with the Service due to circumstances beyond our control.

2.7 Storage. WaiverSign will store your Content, including Electronic Contracts, under the terms of your Service Plan. A description of our Service Plans, which are incorporated by reference, can be found on http://www.waiversign.com. The number of stored Electronic Contracts must be reasonable and not unduly burdensome, as determined by WaiverSign in its sole discretion. In storing Your Content, WaiverSign uses third-party storage services such as Google Cloud Services. You may access and copy, save and print Your Content, including Electronic Contracts, a) at any time while your account is active and in good standing (i.e., it has not been suspended or terminated by us for cause), and b) within 30 days after your account is terminated, provided your account is in good standing and granting access will not violate a court or other legal order or the law. Once your account is terminated, Your Content, including Electronic Contracts, will be automatically purged thirty days after the date of termination, subject to Section 6.3 of these Terms. WaiverSign will retain the audit log for each Electronic Contract indefinitely. The audit log contains the following information: 1) IP address of the signatory, 2) a date and time stamp of when the electronic signature was created, 3) a unique document identification number, and 4) name of the electronic signatory.

2.8 Third-Party Services. The Service’s functionality relies in part on certain third-party services such as Google Accounts and Google Cloud Storage. Further, the administrator of a WaiverSign account may authorize the Resmark Reservation System, which we own, or a third-party reservation or customer relationship system under its control to integrate with the Service using an API provided by WaiverSign. These third-party or other services may have separate terms and conditions, privacy policies, license or software agreements that govern any of the features they provide. WaiverSign is not an agent or representative of any of these third-party services. WaiverSign shall not be liable for any damage, loss, or injury that you suffer as a result of any problems with any of third-party service providers.

2.9 Customer Support. WaiverSign provides customer support for the Service as set forth on the WaiverSign Site.

2.10 Jurisdiction. WaiverSign makes no representation that the Service is suitable or available for use in all locations. You are prohibited from accessing the Service from a jurisdiction where the Service does not comply with all laws of that jurisdiction. Anyone who accesses the Service does so on their own accord and is responsible for complying with all applicable laws and regulations.

3. Privacy and Security

3.1 Privacy. We take the responsibility of protecting your privacy very seriously. Please read our privacy policy at http://www.waiversign.com/privacy/, which is incorporated by reference, for information about our privacy policy and practices.

3.2 Security and Data Storage. WaiverSign has implemented commercially reasonable steps to maintain the security of the Service. The Service adheres to national and international security standards that are designed to protect customer data, including SSL and OAuth 2.0. Storage of customer data is provided through third-party services such as Google Cloud Storage. Your data may be processed and stored in the United States or any other country in which these third parties and their agents maintain facilities. By using the Service, you consent to this processing and storing of your data. We also use the HTTPS security protocol to protect information that is transmitted to your web browser. In the event of any data breach, WaiverSign will promptly respond and notify customers.

3.3 Changes to Content. You acknowledge that in order to provide and make Your Content available on the Service, we may transmit Your Content across various public networks, in various media, and modify or change Your Content to comply with technical requirements of connecting networks or devices. You agree that WaiverSign has the right to take any such action.

4. Use of Service

4.1 Account Registration. To submit documents for electronic signature through the Service, you must have an account. To create an account, you must log in to the WaiverSign Service using your Google Account and purchase a service plan. You must then create and activate your account and then assign an administrator (“Account Administrator”). You will be the “Account Owner” of any account that you create. Each account will be allotted a certain number of users (“Authorized User”) per the terms of the selected service plan. Each Authorized User must have their own Google Account in order to access the Service. The Account Administrator will be able todesignate, terminate and switch out Authorized Users. You must keep your account current by updating all information associated with it. You are responsible for the information you provide to create your account, the security of your account and for any use of your account by you, Authorized Users on your account, or a third party (including your contractors and agents). You may not attempt to gain unauthorized access to the Site or Service using someone else’s account. If you suspect or learn that someone is using your account without your permission, you must promptly notify us. If you violate these Terms by allowing someone who is not an Authorized User to use your account, WaiverSign may terminate or suspend your account for violating the Terms. You may terminate your account and these Terms at any time in accordance with Section 8.

4.2 Non-Account Holders: View, Sign or Retrieve Electronic Contracts. If you are using the Service to review, sign or retrieve an Electronic Contract that was made available to you by an account holder, we grant you a limited license to use the Service to review, sign, retrieve, or submit an Electronic Contract that was sent to you through the WaiverSign Service. Any and all unauthorized use of the Service will terminate the limited license granted to you.

Further, an Account Owner, including their Account Administrator and Authorized Users, who submits an Electronic Contract for your signature may have their own terms and conditions, privacy policies and other agreements that apply to you. WaiverSign is not an agent or representative of any of its account holders. WaiverSign shall not be liable for any damage, loss, or injury that you suffer as a result of any problems with any Account Owner, including their Account Administrator and Authorized Users.

4.3 Information You Supply. You agree that all information that you provide to WaiverSign , including account and billing information and Verification Information (see Section 4.6(c)), is true, accurate, complete and current, and that you have the legal authority to use any email address and any credit or debit card or ACH account information you provide. WaiverSign may suspend or terminate your account if you fail to meet the requirements of this paragraph.

4.4 WaiverSign: Non-Party to Electronic Contracts. We provide the Service as a convenient and paperless way for you to have third parties sign your contracts. Unless it is named as a party to an Electronic Contract, WaiverSign does not have any relationship to any documents transmitted through the Service and is not a party to any Electronic Contracts. WaiverSign does not review or control the quality of the Electronic Contracts. The Authorized User who submits an Electronic Contract for processing through the Service is responsible for the content, execution (including the recognition of all parties in interest) and legality of the Electronic Contract. As such, WaiverSign disclaims any representations of any kind regarding the Electronic Contracts and any other transactions that are transmitted or conducted through the Service. You agree that WaiverSign shall not be responsible or liable with respect to the validity or enforceability of any Electronic Contracts, the breach of any party in the performance of its obligations under the contracts, or the results of any such contract. WaiverSign shall not be responsible if a party fails or is unable to electronically sign a contract. If any dispute arises between or among any parties to an Electronic Contract, WaiverSign shall not be responsible or liable with respect to that dispute. Further, WaiverSign will have no obligation to help mediate any such dispute, to locate any other party to the contract, or to otherwise help resolve a dispute.

4.5 Electronic Signatures.

a) Use of Electronic Signatures. By using the WaiverSign Service, you are voluntarily agreeing to conduct business transactions through the use of electronic signatures in place of physical signatures. You are not required to accept electronic signatures in your business transactions. If at any time you decide you no longer want to accept electronic signatures, stop using the Service and contact all necessary parties to obtain signatures through another method.

b) Communication with Signatories. By submitting a contract or other document to be electronically signed through the Service, you are authorizing WaiverSign (i) to obtain electronic signatures from all of the parties you list as recipients and for whom you have provided valid email addresses; and (ii) to distribute copies of the executed contracts to you and such recipients by email or otherwise.

c) Verification. WaiverSign may request limited personal information from the recipient of an Electronic Contract to verify the recipient’s identity (“Verification Information”). WaiverSign validates this information if the format is correct as entered and takes no other steps to determine if the information is accurate. Waiversign makes no claim that the Verification Information submitted by the recipient is reliable, accurate or true.

5. Service Plans, Fees and Payment

5.1 Pricing, Payment and Price. We provide the Service under the service plans that are on the Site. You agree to pay for your use of the WaiverSign Service under the terms of the plan you select and using one of the payment methods we support. We calculate and bill fees and charges monthly or annually, depending on the plan, and in U.S. dollars. All payments must be made in U.S. dollars. Payment for all charges will be charged to your credit or debit card or Automated Clearing House (“ACH”) bank account monthly or annually under the terms of your service plan. We may charge you interest at the rate of 1.5% per month or, if less, the highest rate permitted by law, on all late payments. Billing cycle end dates may fluctuate. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or pro-rations.

5.2 Billing Authorization. By creating your account and providing your credit or debit card or ACH bank account information, you authorize WaiverSign to charge and automatically continue charging your credit or debit card or ACH bank account the applicable fee for the service plan you selected, any and all applicable taxes, any late fees, and any other charges you incur during your use of the Service until such amounts are paid in full.

5.3 Changes in Price and Your Service Plan. Waiversign may at any time change the price of the Service (in its entirety or in part). WaiverSign may increase or add new charges or fees for the Service (in its entirety or in part) by giving you 30 days’ advance notice. Pursuant to Section 2.5, WaiverSign may also discontinue a service plan at any time and, with at least 30 days’ advance notice to you, transition your account to a similar service plan that may carry a different fee. You agree to allow us to charge your credit card for the fees associated with a different plan, even if those fees are higher or lower than those you agreed when you registered your account. If you do not agree to any of the price changes described in this section, you must cancel your account and stop using the Service. Your continued use of the Service after the effective date of any such change shall constitute your acceptance of such change.

5.4 Automatic Renewal of Subscription. When you sign up for a monthly or annual service plan, your subscription will automatically renew each month or year, whichever is applicable. Unless you cancel your account, your account will automatically renew for another month or year, whichever is applicable. At the time of renewal, we will charge your credit card the current fees at that time to renew the Service.

5.5 Free Trial and Automatic Billing. If you register on our Site for a free trial, we will make one or more of the monthly Service Plans available to you on a free trial basis until the earlier of a) the end of the free trial period for which you registered, or b) the activation date of any paid Service Plan that you purchase. The free trial version of our Service Plans may not have the same features as a paid Service Plan and may be subject to certain limitations. Additional terms for the free trial period may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms and are legally binding. If you register for a free trial by providing your credit or debit card or ACH bank account information, you acknowledge that you must cancel your account before the end of the free trial to avoid being charged automatically each month for the applicable paid Service Plan after the free trial. If you register for a free trial without providing your credit or debit card or ACH bank account information, you agree that you must provide that information and purchase a paid Service Plan before the end of the free trial or your account will be terminated at the end of the free trial period.

Further, WaiverSign will delete Your Content as soon as your free trial period expires if you have not purchased a paid Service Plan. You must export Your Content before the end of your trial period or Your Content will be permanently deleted.

5.6 Upgrades and Downgrades to Service Plan. You may change your service plan at any time by contacting us a) using a method provided on the “contact us” page of the Site, b) by mail at the following address: WaiverSign, Attn: Accounts Department, 7258 Racquet Club Dr., Salt Lake City, UT 84121, c) by calling us at 877-741-7705(toll-free) or 801-733-5362, or d) sending a facsimile transmission to 801-942-8514. The amount charged on the next billing cycle will be automatically updated to reflect any changes to your service plan, including upgrades or downgrades.
5.7 Account Information and Billing Inquiries. Any Service fees that we charge to your account will appear on your credit or debit card or bank statement depending on the payment method you select. We will send you a purchase acknowledgement when you first order and pay for a Service Plan. Apart from this acknowledgement, you will not receive separate receipts for recurring charges. If you believe there has been a billing error, please notify us within 45 days of the billing date by contacting WaiverSign Support through the information provided on our Site. You may also contact WaiverSign Support about any other billing and account questions.

5.8 Refunds. No refunds or credits will be issued for partial months of service, unused service due to upgrades or downgrades in service plans, or for months unused with an active account. Refunds, if any, are within the sole discretion of WaiverSign. Nothing in these Terms obligates WaiverSign to provide any refund or credit to a party. Applicable local law may vary this policy.

5.9 Taxes. All taxes, duties, fees and other governmental charges of any kind (including sales and use taxes, but excluding taxes based on the gross revenues or net income of WaiverSign) which are imposed by or under the authority of any government or any political subdivision thereof on the Service provided by WaiverSign under these Terms shall be your responsibility and shall not be considered a part of, a deduction from or an offset against such fees.

6. Account Holder Obligations

6.1 Reasonable Use. You agree that your use of the Service is subject to our reasonable use policy, as set forth in this paragraph, even if your plan includes unlimited Electronic Contracts. We will deem your use of the Service in non-compliance with our reasonable use policy if, within any thirty (30) day period, your usage exceeds more than 40% of your allocated plan total. If we determine that your use of the Service is not reasonable under your service plan, we will contact you to discuss your usage. We may require you to upgrade to a higher usage service plan or terminate your account, depending on the circumstances.

6.2 Lawful and Proper Use/License Restrictions. You agree to use the Service in compliance with all applicable laws, rules and regulations. You agree that you and any third parties under your control will not use the Service a) for illegal purposes, b) to modify, alter, tamper with, damage, disrupt, or impair the Service, c) to infringe upon or misappropriate our or any third party’s intellectual property, including trademark, copyright, patents and trade secrets, d) to breach any obligations owed to a third party or any other rights of a third party, including publicity and privacy, e) to send unsolicited mass mailings outside your organization, f) to create or improve (directly or indirectly) a substantially similar product or service or to create a derivative work, g) to directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Service; h) to access or use the Service in a way to avoid incurring fees or exceeding service plan limits; i) to reproduce, copy, distribute, duplicate, resell, sublicense, rent or trade the Service, in whole or in part; j) to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks under the control or responsibility of WaiverSign through hacking, cracking, password mining or any unauthorized means; k) to use any automated means to access the Service or collect any information from the Service (including without limitation, robots, spiders or scripts), frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; and l) for purposes that WaiverSign reasonably determines to be obscene, harassing, threatening, defamatory, fraudulent, abusive or otherwise objectionable. Prohibited activities include “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.

6.3 Third-Party Requests. WaiverSign may receive third-party requests or demands relating to your use of the Service, including any content you provided on the Service (“third-party request”). A third-party request includes a lawful search warrant, court or government order, and subpoena. Such request may require the retention, disclosure or production of information you provided to us or on the Service, including Your Content and account information. WaiverSign will, unless prohibited by law or the third-party request, a) notify you of any third-party request, b) provide you, to the extent legally permissible, a reasonable opportunity to protect your interest in any appropriate court or in such other appropriate manner, and c) if the information is in the sole possession of and reasonably accessible by WaiverSign, provide you with the information required for you to respond to the third-party request. Nothing in these Terms shall require WaiverSign to violate the law, a court order or other lawful third-party request, or otherwise go into contempt of court.

7. Suspension

7.1. Suspension Generally. We may suspend your to right to access or use any portion of or the entire Service immediately if we determine that

a) your use of the Service violates our reasonable useand lawful and proper use policies as set forth under Sections 6.1 and 6.2 or otherwise violates these Terms, pose a security risk to the Service or any third party, may adversely impact the Service, may subject us, our affiliates or any other third party to liability, or may be fraudulent;

b) you have violated these Terms, including if your account is past due for more than 15 days; or

c) you have been declared insolvent or bankrupt, have been acquired by a third party, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any reorganization, liquidation, dissolution or similar proceeding.

WaiverSign will make a reasonable effort to notify you before or promptly after any suspension or disablement takes place. Our right to suspend your right to access or use the Service is in addition to our right to terminate these Terms pursuant to Section 8.

7.2 Your Obligations During Suspension and Access to Your Content. If you are suspended from the Service, a) you continue to be responsible for all fees and charges you have incurred through the date of suspension, b) you continue to be responsible for any applicable fees and charges for any portion of the Service to which you continue to have access, c) you will not have access to your account, including Your Content, and c) we will not delete Your Content except as specified in these Terms.

8. Term and Termination

8.1 Term. These Terms will remain in effect until one of us terminates them pursuant to Sections 8.2-8.4 of these Terms.

8.2 Termination for Convenience. You may stop using the Service and terminate these Terms at any time. If you have an account, you may cancel your account and revoke your credit/debit card authorization or ACH authorization at any time by contacting us a) using a method provided on the “contact us” page of the Site, b) by mail at the following address: WaiverSign, Attn: Accounts Department, 7258 Racquet Club Dr., Salt Lake City, UT 84121, c) by calling us at 877-741-7705 (toll free) or 801-733-5362, or d) by sending a facsimile transmission to 801-942-8514. Upon terminating this agreement, you must stop using the Service. WaiverSign may terminate this agreement for its convenience by providing you with 30 days advance notice unless otherwise specified in these Terms. Subject to Section 2.2, WaiverSign may remove any portion or feature of the Service or the Service in its entirety for any reason at any time without liability to you.

8.3 Termination for Cause by Either Party. Either you or WaiverSign may terminate these Terms if any of the following events occur: 1) the other party is in material breach of the Terms and fails to cure the breach within thirty (30) days following written notice from the non-defaulting party, 2) the other party ceases its business operations or, whether involuntarily or voluntarily, enters into insolvency or bankruptcy proceedings, or 3) the other party materially breaches these Terms more than two times, whether or not the breaches are cured.

8.4 Termination for Cause by WaiverSign. WaiverSign, in its sole discretion, may terminate these Terms immediately upon notice to you for cause a) if any act or omission by you results in a suspension pursuant to Section 7 of these Terms, b) our relationship concludes with a third-party who provided software, storage services or other technology we use to provide the Service, c) if we believe providing the Service could create a significant economic or technical burden or material security risk for us, d) in order to comply with the law or governmental requests, including court orders and subpoenas, e) if we determine that providing the Service to you has become impracticable or unreasonable for any legal, economic or regulatory reason. In addition, if a party experiences a change of control through a merger, stock purchase or sale or other type of corporate transaction, a) that party will give written notice to the other party within thirty days after the change of control, and b) the other party may immediately terminate these Terms any time between the change of control and thirty days after it receives written notice.

8.5 Effects of Termination. If these Terms expire or are terminated, then a) the rights granted by one party to the other party will immediately cease, and b) all fees and charges through the end of the billing cycle in which termination occurs will be immediately due upon your receipt of the final bill from us, which we will send by email, and you will be responsible for paying those fees and charges. In the event of termination, you will not be entitled to any refund of any prepaid fees or amounts. Termination of these Terms shall be without prejudice to any other rights or remedies that either party may have at law or in equity.

8.6 Account Content. We encourage you to print, copy or save the Electronic Contracts and any other content that you store in the Service because once your account is terminated, you will either a) have access to Your Content for thirty days pursuant to Section 2.5 of these Terms; or b) no access to Your Content if we have terminated your account for cause or if providing access is prohibited by a court or other legal order or is otherwise prohibited under the law. We may also, in our sole discretion, deny access to Your Content if you violate Section 6.2 of these Terms.

9. Intellectual Property and Other Proprietary Rights

9.1 Your Content. You or your licensors own all right, title and interest in Your Content. You are completely responsible for Your Content. Except as provided in this Section 9, WaiverSign has no ownership interest in the materials and/or content you or your licensors submit or make available on the Service. You are also solely responsible for ensuring Your Content complies with these Terms and the law and for any claims relating to Your Content and the proper handling and processing of notices sent to you by any person claiming that your content violates their rights. We may disclose Your Content to a) provide the Service to you, b) comply with a third-party request (see Section 6.3), c) enforce these Terms, including investigation of any potential violation thereof, d) detect, prevent or otherwise address security, fraud or technical issues, e) protect the rights, property or safety of WaiverSign, its users or the public as required or permitted by law, and (f) otherwise in accordance with these Terms.

9.2 Our Intellectual Property. You agree that WaiverSign owns all right, title and interest in and to the Service and Site. All information, text, logos, trademarks, service marks, images, graphics, software, services and other content that make up the Service are the property of WaiverSign, its licensors, partners or third-party providers and are protected by copyright, trademark, patent, trade secrets, unfair competition, and other U.S. and international laws, through the application of local laws or other treaties. Any unauthorized use, reproduction or modification of the Service (or any part thereof) may violate such laws. Nothing in these Terms shall be construed to convey to you rights, implied or otherwise, to WaiverSign’s Content or intellectual property.

9.3 Suggestions. If you submit any suggested improvements to the Service to us, we will own all right, title and interest in and to the suggestions. We will have the unrestricted right to use the suggestions. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide any assistance we may require to document, perfect and maintain our rights in the suggestions.

9.4 Copyright Protection. We will promptly take down materials from the Service if properly notified that the materials infringe a third party’s copyright pursuant to the Digital Millennium Copyright Act (“DMCA”). Further, we may, as appropriate, cancel the accounts of repeat copyright infringers.

If you have a good faith belief that your copyright or other intellectual property rights have been violated, please contact our Copyright Agent with the following information:

a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;

a description of the copyrighted work or other intellectual property that you believe has been infringed;

a description of the allegedly infringing material together with enough information for us to locate the material;

a statement that you have a good faith belief that the use of the material complained of is not authorized by the copyright owner, its agent or the law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.

You may submit this information or any questions related to intellectual property to WaiverSign’s Copyright Agent by mail or email using the following contact information:

Copyright Agent
WaiverSign
7258 Racquet Club Dr.
Salt Lake City, UT 84121
Email: send an email here
Fax: 801-942-8514
Phone: 801-733-5362

10. Indemnification

10.1 Indemnification by You. You will defend, indemnify and hold harmless WaiverSign and its affiliates, subsidiaries, officers, directors, representatives, employees, consultants, suppliers, agents and successors from and against any claim, cause of action or demand, including reasonable legal and accounting fees, in any action filed or commenced by a third party arising out of or related to a) your breach of these Terms or any other WaiverSign agreements made part of these Terms by reference, b) your violation of any law or intellectual property or other rights of a third party, c) your use of the Service, or d) your content.

10.2 Procedure. We will promptly notify you of any claim, cause of action or demand subject to Section 10.1. Any failure to promptly notify you will only affect your obligations under Section 10.1 to the extent that your ability to defend the claim is prejudiced. You may a) subject to our written approval, select counsel to defend against any claim, and b) settle the claim as you deem appropriate but if any such settlement requires us to admit liability or to pay any money, you must obtain our prior written consent before entering into any settlement.

11. Disclaimers

11.1 No Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” WAIVERSIGN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE (UNLESS SUCH WARRANTIES ARE INCAPABLE OF EXCLUSION UNDER APPLICABLE LAW), INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT MADE AVAILABLE THROUGH OUR WEBSITE IS ACCURATE, COMPLETE, CURRENT OR RELIABLE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. ALTHOUGH WE MAKE REASONABLE ATTEMPTS TO BLOCK VIRUSES FROM THE SERVICE, WE DO NOT WARRANT THAT THE INFORMATION OR MATERIAL ACCESSIBLE THROUGH THE SERVICE IS FREE OF VIRUSES, TROJAN HORSES OR OTHER HARMFUL CONTENTS OR COMPONENTS. WE ALSO DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OF DAMAGED. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU SUSTAIN FROM THE USE OF THE SERVICE AND ANY DAMAGES TO THIRD PARTIES RESULTING FROM YOUR USE OF THE SERVICE.

11.2 No Legal Advice. The information provided on the Site, including information about the validity of electronic contracts and waivers of liability, and by the Service is intended for informational purposes only. Such information is not intended to be, nor should it be interpreted as, legal advice or opinion. If you require legal advice, consult an attorney licensed or authorized to practice in your area. Your use of the Service cannot replace the advice of an attorney or create an attorney-client relationship between you and WaiverSign.

11.3 Electronic Signatures: Exceptions. You understand that electronic signatures are void where prohibited by law. Although electronic signatures are valid in numerous contexts, certain types of agreements governed by statutes and regulations are excepted from electronic signature laws. These include wills, codicils and testamentary trusts; state commercial law; notice of utility termination; real property default and foreclosure; termination of insurance benefits; product recall and safety notices and others. Further, some agencies have issued specific regulations that apply to electronic signatures and electronic records, including regulations on how long such records must be retained. WaiverSign does not determine, and shall not be responsible for determining, whether any electronic contract is an exception to electronic signature laws, subject to agency regulations, or can be validly signed electronically.

11.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WAIVERSIGN SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM (i) ANY MISUSE, ERRORS, DELAYS, OR OMISSIONS RELATING TO THE SERVICE, (ii) THE UNAVAILABILITY, INTERRUPTION, TERMINATION OR SUSPENSION OF THE SERVICE, (iii) ANY ACTS OF THIRD PARTIES, (iv) ANY DOCUMENT, TRANSACTION OR CONTENT TRANSMITTED THROUGH THE SERVICE WHERE WAIVERSIGN WAS NOT A DIRECT PARTY; (iv) UNAUTHORIZED ACCESS TO, ALTERATIONS, DELETION, DAMAGE, DESTRUCTION, OR LOSS OF YOUR DOCUMENTS, TRANSACTIONS OR CONTENT; (v) OR ANY OTHER MATTER RELATING TO THE SERVICE WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. WAIVERSIGN SHALL NOT BE LIABLE UNDER THESE TERMS FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, DATA, GOODWILL OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF WAIVERSIGN ARISING OUT OF A CLAIM RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AGGREGATE AMOUNT OF ANY FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS, DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Miscellaneous

12.1 Notice.

a) To You. We may provide notice to you under these Terms in English by i) posting the notice on the Site, or ii) sending the notice to the email address associated with your account. Except as otherwise provided in these Terms, notices we provide by posting on the Site will be effective upon posting. Notices provided by email will be deemed received and effective when we send the email, whether or not you actually receive or open the email.

b) To Us. Except as otherwise provided in these Terms, you must provide notice to us in English by i) personal delivery, overnight mail or registered or certified mail to WaiverSign at 7258 Racquet Club Dr. Salt Lake City, UT 84121; or (ii) by facsimile transmission to 801-942-8514. We may update this contact information by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight mail will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.

12.2. Import and Export Compliance and HIPPA. Use of the Service may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. You also acknowledge and agree that you are solely responsible for compliance with the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued thereunder (“HIPPA”), if applicable.

12.3 No Waiver. Neither party’s failure to enforce any provision of these Terms will be treated as a present or future waiver of such provision or a waiver to enforce such provision in the future.

12.4 Force Majeure. WaiverSign will not be deemed in breach of these Terms or otherwise liable to you, by reason of delay in performance or nonperformance of any of its obligations under these Terms to the extent that any such delay or nonperformance is due to any Force Majeure. “Force Majeure” means any circumstances beyond the reasonable control of WaiverSign including without limitation acts of God, terrorist activities, insurrection, explosion, flood, tempest, forceful wind, fire or accident, war or threat of war declared or undeclared, sabotage, civil disturbance, labor strikes, requisition, sickness, quarantine, government intervention, weather conditions, and unforeseen circumstances.

12.5. Relationship. You agree that no joint venture, partnership, employment or agency relationship exists between you and WaiverSign in the performance of these Terms and that no such relationship is created between you and WaiverSign as a result of your use of the Service.

12.6. Violations. WaiverSign reserves the right to seek all remedies available at law and in equity for violation of this agreement, including the right to block access from a particular Internet address to the Site. Nothing in this agreement reduces either party’s ability to seek equitable relief.

12.7. Assignment and Binding Effect. Unless you have prior consent from us, you will not assign these Terms, or delegate or sublicense any of your rights under these Terms. Subject to the foregoing, these Terms shall be binding upon and shall inure to the benefit of the parties, their respective successors-in-interest, legal representatives, heirs and assigns.

12.8 Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law, the remaining portions of these Terms will remain in full force and effect. Further, if possible, such unenforceable provision will be replaced with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of the original provision.

12.9 Survival. The following provisions survive termination or expiration of these Terms: 9 (Intellectual Property and Other Proprietary Information), 8.5 (Effects of Termination), 10.1 (Indemnification), 11.4 (Limitation of Liability), and 12 (Miscellaneous).

12.9 Applicable Law and Choice of Forum. These Terms are governed by the laws of the State of Utah, USA. All matters arising out of these Terms shall be resolved exclusively by the state and federal courts located in Salt Lake City, Utah. For this purpose, each party consents to personal jurisdiction in such state or federal court and waives any right to dismiss or transfer such action or proceeding because of the inconvenience of the forum. Nothing in this section shall prevent enforcement in another forum of any judgment obtained in a court identified in this paragraph.

12.10 Entire Agreement. These Terms, including all agreements incorporated by reference, constitute the entire agreement between you and WaiverSign. These Terms supersede and cancel all prior discussions, proposals, agreements and understandings between you and WaiverSign, whether written or verbal. If these Terms are inconsistent with any of the agreements incorporated by reference, the terms contained in this document will control unless otherwise expressly stated in the other agreement.

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