JN PROJECTS, INC. HELLOWORKS API TERMS OF SERVICE
HELLOWORKS API TERMS OF SERVICE
These Terms of Service (the “Agreement”) is between the entity listed as Customer on the signature page below ("you", “your”, “Customer”) and JN Projects, Inc. (“HelloSign”, “we”, "our", “us”) and constitutes a legal agreement governing the “Service,” which consists of: the HelloWorks Application programming interface(s) and any accompanying or related documentation, source code, executable applications and other materials and any updates, patches, bug fixes, or modifications made to any of the foregoing, as made available by us from time to time (collectively, "HelloWorks APIs").
For purposes of this Agreement, a “Signature Request” means the transaction that takes place when you initiate a new signature process and make a corresponding call to the HelloWorks APIs. For example, and without limitation, if you call “signature_request/send” to send out documents for signature, this will constitute one (1) Signature Request. Note that a single Signature Request can be used to gather signatures from multiple end-user employees and/or contractors of Customer (each, an “End User”) in cases where they are all involved in the same document. For the avoidance of doubt, the Service includes, without limitation, the HelloWorks APIs.
1.1 This Agreement constitutes a binding legal contract that governs your free trial (if applicable), purchase and ongoing use of and access to the Service. If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. You must complete the registration form and accept the terms of this Agreement before you may access or use the Service.
1.2 Your eligibility for use of and access to the Service and ongoing eligibility for such use or access is conditioned upon you meeting and continuing to meet the following minimum requirements (“Eligibility Requirements"), which you represent and warrant: (a) You are at least 18 years old and have the legal capacity to be bound by this Agreement; (b) You have the necessary rights and authority to enter into and perform the obligations required of you under this Agreement; (c) All information which you provide to us, including but not limited to information provided during registration, information about your business, all relevant payment information, and the Customer Data, is yours or within your right to use and disclose to us through the Services, and is and will remain accurate, complete and current; (d) To the extent HelloSign makes available embedded features via the HelloWorks API and you elect to use such features in connection with your Client Property, you will authenticate the identity of each End User for each Signature Request through an email confirmation or such other means that you and we may mutually agree upon, and you are solely responsible for such signature authentication; (e) You are in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy; (f) All websites, associated sub-pages, domains and/or mobile applications (the “Client Property(ies)”) for which you seek to implement the HelloWorks APIs are owned by You; (g) None of the Customer Data or Content will contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material; (h) Neither you nor any of your Client Properties are subject to any pending lawsuits, fines, or government or regulatory actions; and (i) You will provide us with any information, records, or materials that we request to verify your compliance with the Eligibility Requirements and the terms and conditions of this Agreement.
1.3 Only those Client Properties that have been approved by HelloSign may access and use the Service. HelloSign reserves the right to reject any Client Property, for any reason, in its sole discretion, including but not limited to failing to meet the Eligibility Requirements identified in Section 1.2 above. If you do not agree with this Agreement, or you cannot abide by the representations set forth in Section 1.2 above and elsewhere in this Agreement, then you must not accept this Agreement and must not use the Service. For purposes of this Agreement, “Customer Data” means information of or concerning each End User (including but not limited to names, addresses, phone numbers) that may be collected, accessed, and/or disclosed to us in connection with the processing of Signature Requests.
2. Modifications. Intentionally omitted.
3. Use of the HelloWorks APIs.
3.1 License. Subject to all the terms and conditions of this Agreement and your strict compliance therewith, you and your Affiliates (as long as they remain Affiliates) shall, during the Term, have a non-exclusive, personal, non-transferable, non-sublicensable right to internally: access, implement, use, and make calls to the HelloWorks APIs as permitted by this Agreement on or through your authorized Client Properties for purposes of making Signature Requests. “Affiliate” means any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity. You acknowledge and agree that you are directly responsible for all actions and/or inactions (including, without limitation, Signature Requests) of your Affiliates and End-Users with respect to the Service.
3.2 Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly: (a) resell, rent, lease, loan, or otherwise distribute, transfer or make available the Service or HelloWorks APIs or any part thereof to any third party; (b) create an API client that functions substantially the same as the HelloWorks APIs; (c) make any use of the HelloWorks APIs for any purpose independent of the Client Properties; (d) modify, adapt, alter, translate, or create derivative works of the HelloWorks APIs; (e) reverse engineer, decompile, decode, or disassemble the HelloWorks APIs; (f) misrepresent the source or ownership of the HelloWorks APIs or remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the HelloWorks APIs (except to the extent permitted by any white-labeling functionality made available by the HelloWorks API (the “White Labeling Functionality”)), if you have paid for such functionality); or (g) interfere with or disrupt the HelloWorks APIs or the servers or networks providing the HelloWorks APIs or Service. Furthermore, you will ensure that the Client Properties contain terms of service or use that are consistent with the terms of this Agreement.
3.3 APIs and Transaction Limits. In order to use the HelloWorks APIs, you must obtain API credentials (an “API Key”) via the registration process. You are solely responsible for all usage associated with your API Key, regardless of whether you have knowledge of such usage. You shall not share your API Key with any third party, shall keep such API Key secure and shall use it as your sole means of accessing the HelloWorks APIs. We reserve the right to impose certain limits on your use of the HelloWorks APIs, including but not limited to limitations on frequency of access or calls to the HelloWorks APIs, which may be revised by us from time to time in our sole discretion (‘Transaction Limits”); provided we provide you with prior notice of such limits that will be imposed. You shall comply with the Transaction Limits at all times.
3.4 User Feedback. We desire to continue to improve the Service and to keep it up to date. For purposes of this Agreement, “User Feedback” means collectively, any comments, suggestions, recommendations, or proposed corrections related to the Service from an End User, visitor, or any individual that has access to the HelloWorks APIs via the Client Properties. You agree that we will have the right to make any and all uses of the User Feedback, including but not limited to using and incorporating the User Feedback into the Service or with any of our other products and services.
3.5 Compliance. We reserve the right (in our sole and absolute discretion) to determine whether your use of the Service is in compliance with this Agreement, including but not limited to, upon reasonable notice and during standard business hours, conducting an audit of your networks or systems connected to your use of the Service. Additionally, we reserve the right to remove any Content from the HelloSign Website and/or the Services, and/or disclose Content or other information relating to your use of the Services (a) 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 or this web site; (b) to protect and defend the rights or property of HelloSign; or (3) to act in urgent circumstances to protect the security or safety of any users of the Services, the HelloSign Website or the public.
4.1 Subscription Plan. The HelloWorks APIs are made available on a subscription basis.
The fees applicable for the HelloWorks APIs ("Fees") will include but not be limited to the
subscription fees. You agree to pay all Fees incurred in connection with your HelloSign account. You will be charged either a monthly or annual subscription fee, as applicable. HelloSign will bill the monthly or yearly fees associated with your account to the credit card you provide to us during registration (or to a different credit card if you change your account information). Should you exceed your subscription plan’s monthly allotment of Signature Requests in any given month, we will automatically upgrade your plan to the next highest tier. Should you desire to make additional Signature Requests in excess of your subscription plan’s monthly limit, you may upgrade your subscription to a plan with a higher Signature Request limit.
No Refunds. All Fees are non-refundable. You understand and acknowledge that you will not be issued any credits, refunds or pro-rated discounts for unused amounts, even if prepaid via a subscription plan (whether monthly or annual).
We may, in our sole discretion, update or modify the Service for any and all reasons, including, but not limited to, for purposes of improving the performance of the HelloWorks APIs. If you are dissatisfied with any aspect of the HelloWorks APIs at any time, your sole and exclusive remedy is to cease using the HelloWorks APIs and terminate this Agreement as set forth in Section 12 below.
All technical and non-technical information concerning or related to the Service or any part thereof, including any source code, documentation, product roadmaps, business and marketing plans, and any information related to the foregoing constitutes our confidential information and property (“HelloSign Confidential Information”). All Content (as defined below) and Customer Data (as defined above) are your confidential information and property (“Customer Confidential Information”, and collectively with HelloSign Confidential Information, “Confidential Information”). Each party hereto agrees to (i) use the Confidential Information of the other party only in connection with fulfilling its obligations and/or exercising its rights under this Agreement; (ii) hold the Confidential Information of the other party in confidence by exercising due care with respect to its handling and protection, consistent with such party’s protection of its own confidential information but not less than reasonable care, (iii) not disclose the Confidential Information of the other party except for disclosures to its employees and/or contractors who have a bona fide need to know such Confidential Information for purposes of this Agreement and who have entered into written confidentiality obligations no less stringent than those contained in this Agreement. Each party agrees that any unauthorized disclosure of the other party’s Confidential Information would cause such party irreparable harm, and that in the event of any breach or threatened breach of the above confidentiality obligations, such party shall be entitled to seek equitable relief in addition to any other remedy available at law or in equity.
The obligations set forth in this Section 6 shall not apply to information and/or data that:
a) was publicly available without restriction prior to the date of this Agreement or subsequently became publicly available without restriction through no fault of the receiving party;
(b) was lawfully received by the receiving party from a third party without restriction;
(c) was already in the receiving party’s possession prior to receipt from the disclosing party, free from any restriction as to its use or disclosure; or
(d) was independently developed by the receiving party’s employees, consultants or agents without use of or reference to Confidential Information of the disclosing party.
If either party is required by law or court order to disclose the other party’s Confidential Information, it may do so solely to the extent of such requirement, after reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the disclosing party as much advance notice as reasonably practical of the possibility of disclosure to seek a protective order concerning such disclosure.
We shall own and retain all right, title, and interest in and to the Service, HelloWorks APIs, and HelloSign Confidential Information, including all intellectual property rights contained therein. Except to the extent permitted by the White Labeling Functionality (and provided you have paid for such Services), you shall not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Service or HelloWorks APIs, or any copies thereof. Except for the express licenses granted in Section 3.1, no other licenses are granted by us hereunder whether by implication, estoppel or otherwise, and we hereby reserve all rights not expressly granted herein. You retain ownership of all intellectual property rights in any content submitted by you in the course of using the Service ("Content"), and all Customer Confidential Information. HelloSign does not claim ownership over any of your Content. This Agreement does not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services to you. If you provide us with any ideas, suggestions or recommendations regarding the Service (“Input”), we shall be free to retain, use and incorporate such Input in our products and/or services (including but not limited to the Service), without payment of royalties or other consideration to you. Notwithstanding anything to the contrary, we may collect data with respect to and report on the aggregate response rate and other aggregate, anonymized measures of the Service’s performance and your usage of the Service; provided that we will never disclose any such data or information that identifies, or could reasonably be used to identify, you or any individual.
9. Warranties; Disclaimer.
We represent and warrant that: (a) we have the necessary rights and authority to enter into and perform the obligations required of us under this Agreement, and (b) we will materially comply with all applicable laws and regulations in performance of our obligations pursuant to this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED “AS-IS,” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. WE DO NOT WARRANT THE COMPREHENSIVENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK.
Without limiting the foregoing, the Service may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by us, or the Service may be accessible by logging in through a Third Party Website. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Service and that you will act in accordance with those policies, in addition to your obligations under this Agreement. HelloSign has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, HelloSign will not and cannot monitor, verify, censor or edit the content of any Third Party Website. Your interactions with organizations and/or individuals found on or through the Service, including with respect to Signature Requests and the agreements related thereto, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that HelloSign shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between users of the Service, or between users and any third party, you understand and agree that HelloSign is under no obligation to become involved. In the event that you have a dispute with one or more other users of the Service, you hereby release HelloSign, its Affiliates, and its and their respective officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
You will indemnify, defend, and hold us, our Affiliates, and each of our and their respective officers, directors, employees, agents, and contractors (collectively the “HelloSign Indemnitees”) harmless from and against any and all unaffiliated third party claims and/or demands (collectively, “Claims”), and all liabilities, damages, losses, costs and expenses, in each case that are paid or payable by HelloSign Indemnitees to third parties resulting therefrom (including but not limited to reasonable attorneys’ fees), to the extent arising out of: (a) any actual or alleged violation of applicable law and/or regulation by you or your Affiliates in performance of this Agreement (and/or exercise of any rights granted hereunder), and/or (b) any actual or alleged infringement, violation, or misappropriation of the intellectual property and/or proprietary rights of any third party by the Customer Data, Content, and/or Client Properties.
We will indemnify, defend, and hold you, your Affiliates, and each of your and their respective officers, directors, employees, agents, and contractors (collectively the “Customer Indemnitees”) harmless from and against any and all Claims, and all liabilities, damages, losses, costs and expenses, in each case that are paid or payable by Customer Indemnitees to unaffiliated third parties resulting therefrom (including but not limited to reasonable attorneys’ fees), to the extent arising out of: (a) any actual or alleged violation of applicable law and/or regulation by us in performance of this Agreement (and/or exercise of any rights granted to us hereunder), and/or (b) any actual or alleged infringement, violation, or misappropriation of the intellectual property and/or proprietary rights of any third party by the Service.
Each party’s obligations pursuant to this Section 10 are expressly conditioned on the party seeking indemnification providing the indemnifying party with (i) prompt written notice of all indemnifiable Claims, and (ii) sole control over, and reasonable cooperation with, the defense and/or settlement of all indemnifiable Claims; provided that the indemnifying party may not settle any Claim or otherwise enter into any agreement imposing any obligation or admission of fault on the indemnified party (that is not fully covered by an indemnification obligation hereunder).
11. Limitation of Liability.
EXCEPT WITH RESPECT TO SECTIONS 3.1, 3.2, AND/OR 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AND ITS AFFILIATES, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE HELLOWORKS APIS OR CUSTOMER DATA, INCLUDING ANY LOSS OF REVENUE, BUSINESS OPPORTUNITIES OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. EXCEPT WITH RESPECT TO SECTIONS 3.1, 3.2, AND/OR 10, IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. WITH RESPECT TO SECTION 10, IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $1,000,000 USD.
12. Term; Termination; Suspension.
This Agreement will remain in effect until terminated by either you or us as set out below (“Term”). You may terminate this Agreement upon written notice to us. We may terminate this Agreement and your rights to access and use the Service upon notice to you, for any or no reason, including a failure to pay Fees owed or any other breach of this Agreement, without liability, in our sole discretion at any time. In addition, without limiting the foregoing termination rights, we reserve the right, at any time, with or without notice to you, and in our sole and absolute discretion, to temporarily suspend access to the HelloWorks APIs or availability of the Service for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of our third party providers; (c) unplanned technical problems or outages; or (d) the actual or suspected violation of the terms of this Agreement by you or any of your End Users. Upon termination, you will immediately cease any and all use of the Service and HelloWorks APIs. Sections 3.2, 3.3, 3.5, and 6 through 13 will survive termination of this Agreement or any discontinuation of the offering of the Service or any part thereof.
13.1 Relationship of the Parties. You acknowledge and agree that you and HelloSign are operating as independent contractors and not as partners, agents or joint venturers. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. You understand that we reserve the right to provide the Service to other companies, partners, or individuals, in our sole discretion.
13.2 Publicity. During the Term, you may promote your use of the Service to your users, so long as you do so truthfully and without implying that your use is endorsed or supported by us. For example, you may factually state that your Client Properties use the HelloWorks APIs. However, you may not use our name, logo or trademarks in any advertisement, marketing collateral or otherwise issue any public announcements or press releases regarding this Agreement or your use of the Service without our prior written consent in each instance.
13.3 Marketing and Promotional Use. Subject to your prior written consent in each case, in the course of promoting, marketing, or demonstrating the HelloWorks APIs or our other products or services, we may publicize that you are using the HelloWorks APIs, including but not limited to using your name or logo in presentations, marketing materials, or customer lists or creating marketing materials that show screenshots of the HelloWorks APIs as used on your Client Properties. You grant us all necessary rights for the foregoing purposes.
13.4 Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided that each party may assign or otherwise transfer this Agreement to a successor in connection with the sale of all or substantially all of its business or assets to which this Agreement relates. Any other attempt to do so will be null and void.
13.5 Force Majeure. You understand and agree that we will not be liable to you for any delay or failure to perform hereunder due to circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), Internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, and denial of service attacks.
13.6 Governing Law. This Agreement will be governed and construed under the laws of the State of California without regard to conflicts of law provisions. Any suit or proceeding between you and HelloSign arising out of or relating to this Agreement will be brought in the federal and/or state courts, as applicable, in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue 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 court of competent jurisdiction.
13.7 Export Compliance. The HelloWorks APIs are subject to applicable U.S. export laws and regulations. Without limitation, you must not export the HelloWorks APIs or any part thereof, directly or indirectly, to any country for which the United States requires an export license or other governmental approval. In particular, you acknowledge that the HelloWorks APIs or any part thereof may not be exported or re-exported to, or otherwise used in, any U.S.-embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons or Entity List. By using the HelloWorks APIs, you represent and warrant that you are not located in any such country or on any such list.
13.8 Waiver. No provision of this Agreement will be waived by any act, omission or knowledge of ours or our agents or employees except specifically in a writing signed by us.
13.9 Severability. If any provision or part of a provision in the Agreement is held to be illegal, invalid, or unenforceable by a court or other decision making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the validity and enforceability of all other provisions in the Agreement will not be affected or impaired.
13.10 Notices; Electronic Communications. By registering for the Service and accepting this Agreement, you consent to receiving and we reserve the right to send you communications or information regarding the Service, including but not limited to (i) notices about your use of the Service, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding our products and services, via electronic mail. In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages.
13.11 Entire Agreement. This Agreement constitutes the whole legal agreement between the parties in connection with your use of the Service, and governs such use. This Agreement completely replaces and supersedes any prior agreements between the parties, whether written or oral, in connection with the HelloWorks APIs. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of both parties hereto.
If you have any questions about the HelloWorks APIs or this Agreement, you may contact us at: email@example.com.