JN PROJECTS, INC. HELLOWORKS BUILDER BETA TERMS OF SERVICE
HELLOWORKS BUILDER BETA TERMS OF SERVICE
These Beta Terms of Service (the “Agreement”) is between the entity listed as Customer on the signature page below ("you", “your”, “Customer”) and JN Projects, Inc. dba HelloSign (“HelloSign”, “we”, "our", “us”) and constitutes a legal agreement governing the service, which consists of: the beta version of the HelloWorks visual workflow interface, 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, the “Service” or the "HelloWorks Builder Beta").
For the purpose of this beta service the following definitions will apply:
- “A “Transaction” is when you launch a workflow from the HelloWorks Builder Beta visual workflow interface. A transaction can only be sent to a single end-user.
- An “API Transaction” takes place when you make a call to the HelloWorks API. You can use the HelloWorks Builder Beta to create, edit and launch a workflow and then make a corresponding call to the HelloWorks API. API transactions can be sent to multiple end-users.
1. Your Agreement to the Terms.
1.1 Binding Contract.
This Agreement constitutes a binding legal contract that governs your limited time, trial 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.
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 and you elect to use such features in connection with your Client Property, you will authenticate the identity of each end user for each Transaction or API Transaction through an email confirmation or such other means that you and we may mutually agree upon, and you are solely responsible for such 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 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.
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 Transactions / API Transactions.
We reserve the right to amend or modify the terms of this Agreement at any time. You can find the most recent version of this Agreement at https://www.hellosign.com/legal/builder-beta-tos, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. You are responsible for reviewing this Agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately cease all use of the Service. Your continued access or use of the Service will constitute your acceptance of the revised Agreement.
3. Use of the HelloWorks Builder Beta.
Subject to all the terms and conditions of this Agreement and your strict compliance therewith, you shall, during the Term, have a non-exclusive, personal, non-transferable, non-sublicensable right to internally: access, implement, use the Service, and make calls to the HelloWorks APIs as permitted by this Agreement on or through your authorized Client Properties for purposes of testing visual workflow interface, Transactions, and API Transactions.
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 any part thereof to any third party; (b) create a web interface (or) an API client that functions substantially the same as the Service; (c) make any use of HelloWorks for any purpose independent of the Client Properties; (d) modify, adapt, alter, translate, or create derivative works of the Service; (e) reverse engineer, decompile, decode, or disassemble the Service; (f) misrepresent the source or ownership of the Service 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 Service; or (g) interfere with or disrupt the Service or the servers or networks providing the 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 Limits
In order to use the HelloWorks APIs, you must obtain API credentials (an “API Key”) via the HelloWorks Signup 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 HelloWorks.
- Transaction limit: The number of Transactions you can send under this Agreement is five hundred (500) per month.
- API Transaction limit: The number of API Transactions you can launch using HelloWorks API calls is limited to fifty (50) per month.
- Additionally, we reserve the right to impose certain limits on your use of the Service, including but not limited to limitations on frequency of Transactions, or access/calls to the HelloWorks APIs, which may be revised by us from time to time in our sole discretion; provided we provide you with prior notice of such limits that will be imposed. You shall comply with the transactions 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 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.
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.
3.6 Use Policies
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; or (xi) collect or store personal data about other users.
You will not share your password, (or in the case of developers, your API key), let anyone else access your account, or do anything else that might jeopardize the security of your account. 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 or this web site; (2) to protect and defend the rights or property of JN PROJECTS INC; or (3) to act in urgent circumstances to protect the security or safety of any users of the Services or Site, or the public.
4. Beta Term and Charges
4.1 Beta Term.
The term of the HelloWorks Builder Beta program shall be from May 30, 2018 to August 31, 2018.
4.2 Subscription Plan
For the limited duration of the Beta Program, Customer will be permitted to use the HelloWorks Builder Beta at for no additional charge. In return for this access, Customer agrees to provide feedback on the features, program and services hereunder. Customer may also purchase a paid HelloWorks API subscription by contacting email@example.com.
5. Updates and beta availability.
HelloSign makes no promises that future versions of Beta releases will be released or will be available under the same commercial or other terms. HelloSign may terminate Customer’s access to any Beta releases at any time for any reason or no reason in HelloSign’s sole discretion, without liability.
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 (“Confidential Information”). Customer 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 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 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. Customer agrees that any unauthorized disclosure of the Confidential Information would cause such HelloSign irreparable harm, and that in the event of any breach or threatened breach of the above confidentiality obligations, HelloSign 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 Customer from a third party without restriction;
(c) was already in the Customer’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 Customer’s employees, consultants or agents without use of or reference to Confidential Information.
If Customer is required by law or court order to disclose the 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 HelloSign 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, and Confidential Information, including all intellectual property rights contained therein. 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.
As between Hellosign and Customer, Customer shall own and retain all right, title, and interest in the Customer Content, Customer Data, and Customer Properties. Customer hereby grants HelloSign a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the HelloSign Service and related services to Customer. 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.
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. CUSTOMER AGREES THAT ANY BETA RELEASES (INCLUDING ALL FEATURES, INTEGRATIONS AND SERVICES THEREUNDER) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH HELLOSIGN WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S 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 Transactions 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.
11. Limitation of Liability.
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELLOSIGN AND ITS AFFILIATES, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE TO CUSTOMER 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 BETA, THE HELLOWORKS APIS OR CUSTOMER CONTENT, CUSTOMER DATA, OR CUSTOMER PROPERTIES, 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 CUSTOMER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. IN NO EVENT WILL HELLOSIGN’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY DOLLARS ($50 USD).
12. Term; Termination; Suspension.
This Agreement will remain in effect until the end of the Beta period, as outlined in 4.1, or 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, 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 beta program or availability of the Service. 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. You agree that we may use your name, logo, and other trademarks in in the course of promoting, marketing, or demonstrating HelloWorks or our other products or services (such as presentations, marketing materials, or customer lists or creating marketing materials that show screenshots of HelloWorks as used on your Client Properties). You grant us all necessary rights for the foregoing purposes.
13.4 Assignment. HelloSign may assign this Agreement or any rights or obligations hereunder without your permission, or any notice to you. Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of HelloSign; 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 Service may be subject to applicable U.S. export laws and regulations. Without limitation, you must not export the Service 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 Service 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 HelloWorks, 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 HelloWorks. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of both parties hereto.