HelloSign Terms of Use

Posted as of: August 7, 2019

Effective as of: September 24, 2019

These HelloSign Terms of Service (the “Terms” or the “Agreement”) govern access to and use of the HelloSign websites and services (collectively “HelloSign Service”) provided by JN Projects, Inc. dba HelloSign (“HelloSign”, “we” or “us”) to you. You may be considered a visitor to our Properties (“Site Visitor”), or an individual and/or entity that creates an account or purchases/uses the HelloSign Services (collectively “Customer”). Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable. Please note that we may modify these Terms as further described in the amendments section below, so you should make sure to check this page from time to time. Our Privacy Policy explains how we collect and use your information, our Acceptable Use Policy outlines your responsibilities when using our Services, and our Service-Specific Terms contains terms that may be applicable to particular services. By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and the Service-Specific Terms.

ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.


1.    OVERVIEW OF THE HELLOSIGN SERVICES

HelloSign provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions such as electronic fax, electronic signature, and workflow automation. HelloSign also provides application programming interfaces (the “API”) that allow Customers to build integrated fax, signature or workflow automation solutions within a Customer’s websites, applications, or other properties (“Customer Properties”).

2.    SERVICE SPECIFIC TERMS.

Certain HelloSign products have specific terms (“Service Specific Terms”) which are currently available here. In case of a conflict between the applicable Service Specific Terms for a certain product and these Terms, the Service Specific Terms will control.

3.    Account Registration and Use.

  1. 3.1   Customer and its Authorized Users (as defined below) may need to register for an HelloSign account to place orders or to access or use a HelloSign Service. Account information must be accurate, current, and complete, and will be governed by HelloSign’s Privacy Policy (currently available at www.hellosign.com/privacy). Customer agrees to keep this information up-to-date so that HelloSign may send notices, statements, and other information by email or through the Service. Customer must ensure that any passwords, and other access credentials (such as API tokens) for the HelloSign Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any HelloSign Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify HelloSign immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others. You may only use this Site and the Services if you are 18 years of age or older, able to legally agree to these Terms, and not a competitor to HelloSign (or developing any competing and/or similar products or services). You may also allow your Authorized Users (as defined below) to use and access the HelloSign Services on your behalf.
  2. 3.2   An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the HelloSign Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.

4.    Use and Access Rights

  1. 4.1   Limited License. Subject to these Terms, HelloSign grants to Customer a limited, non-exclusive, non-transferable license to use and access the HelloSign Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”). 
  2. 4.2   General Restrictions. Customer must not (and must not allow any third party to):
       i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the HelloSign Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);
       ii. incorporate the HelloSign Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;
       iii. publicly disseminate information regarding the performance of the HelloSign Service (which is deemed HelloSign’s Confidential Information);
       iv. modify or create a derivative work of the HelloSign Service or any portion of it;
       v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any HelloSign Service, except to the extent expressly permitted by applicable law and then only with advance notice to HelloSign;
       vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the HelloSign Service, or configure the HelloSign Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
       vii. distribute any portion of the HelloSign Service excepted as permitted herein;
       viii. access the HelloSign Service for the purpose of building a competitive product or service or copying its features or user interface;
       ix. use the HelloSign Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without HelloSign’s prior written consent; or
       x. remove or obscure any proprietary or other notices contained in the HelloSign Service, including in any reports or output obtained from the HelloSign Service.
  3.  xi.  use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
  4. 4.3   Beta Releases and Free Access Subscriptions. HelloSign may provide Customer with a HelloSign Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage HelloSign Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. HelloSign may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES 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. 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 right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in HelloSign’s sole discretion, without liability

5.    OWNERSHIP AND FEEDBACK

  1. 5.1   Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the content and documents that Customer uploads into the HelloSign Service (excluding any HelloSign intellectual property) (the “Customer Data”). 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 to the extent necessary to provide the HelloSign Service or as otherwise permitted in these Terms. Customer expressly authorizes HelloSign to use and process Customer Data (including any Confidential Information contained therein) as described in these Terms and in the HelloSign Privacy Policy, which provides for, but is not limited to, delivering and sharing of content and documents as directed by Customer’s use of the HelloSign Services with third parties (e.g. individuals/legal entities) that Customer invites to view, approve or sign such contents and documents. These licenses and permissions extend to our affiliates and trusted third parties we work with.
  2. 5.2   Aggregate/Anonymous Data. Customer agrees that HelloSign will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by HelloSign, which HelloSign may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve HelloSign’s products and services and to create and distribute reports and other materials). For clarity, HelloSign will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for HelloSign’s use of aggregate or anonymous data.
  3. 5.3   HelloSign Intellectual Property. This is a subscription agreement for access to and use of the HelloSign Services. Customer acknowledges that it is obtaining only a limited right to use the HelloSign Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that HelloSign (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all HelloSign Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed HelloSign’s Confidential Information) and that HelloSign reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the HelloSign Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any HelloSign Service and that HelloSign at its option may make updates, bug fixes, modifications or improvements to the HelloSign Service from time-to-time.
  4. 5.4   Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to HelloSign (collectively, “Feedback”), Customer hereby grants HelloSign a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits HelloSign’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

6.    Privacy & Security

  1. 6.1   HelloSign Privacy Policy. The information you provide to us or that we collect will be used as described in these Terms and in the HelloSign Privacy Policy (currently available at www.hellosign.com/privacy). Please carefully read the HelloSign Privacy Policy as it contains important details about our collection, use and retention of information.
  2. 6.2   Security. HelloSign protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.

7.    Customer Obligations

  1. 7.1  Customer agrees to: (i) maintain a legally-adequate privacy policy on its Customer Properties, and provide all required disclosures; (ii) obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant HelloSign the rights and licenses set out in these Terms; (iii) use the HelloSign Service in compliance with HelloSign’s then-current Acceptable Use Policy (currently available https://www.hellosign.com/acceptable-use-policy); and (iv) not take any action that would cause HelloSign, the HelloSign Service or APIs to become subject to any third-party terms (including open source license terms).
  2. 7.2  Customer represents and warrants that its Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to HelloSign complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the HelloSign Service; and (ii) notify HelloSign. If HelloSign receives any take down requests or infringement notices related to Customer Data, HelloSign may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
  3. 7.3  Electronic signature responsibilities: Customer acknowledges and agrees that: (i) as between HelloSign and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,(ii) certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them; and, (iii) Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and HelloSign is not responsible or liable for any such determination or use; and, (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer is solely responsible for ensuring it complies with all such laws/regulations, and HelloSign has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.

8    Payment Terms

  1. 8.1   Subscription Plan. The prices, features, and options of the HelloSign Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). HelloSign does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
  2. 8.2   Recurring Charges and Upgrades. By signing up for a Subscription Plan, Customer authorizes HelloSign to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes HelloSign to charge its payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
  3. If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.
  4. 8.3   Taxes. HelloSign’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of HelloSign. Customer will not deduct any applicable taxes from the payments to HelloSign, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, HelloSign receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
  5. 8.4   Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO HELLOSIGN FOR THE SERVICES, HELLOSIGN MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY HELLOSIGN THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.
  6. 8.5   Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify HelloSign at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of HelloSign services.
  7. 8.6   No Refunds. Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. HelloSign subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
  1. 8.7   Late Fees & Collection Costs. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse HelloSign for any costs or expenses incurred by HelloSign to collect amounts that remain unpaid after the due date. Amounts due to HelloSign may not be withheld of offset by you against amounts due for any reason.

9    Term and Termination

  1. 9.1  Term.   These Terms are effective until all Subscription Terms for the HelloSign Services have expired or are terminated as expressly permitted herein.
  2. 9.2   Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable HelloSign Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new order form, or order form changes will be at HelloSign’s then-applicable rates.
  3. 9.3   Suspension of Service. HelloSign may suspend Customer’s access to the HelloSign Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. HelloSign may also suspend Customer’s access to the HelloSign Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the HelloSign Service. HelloSign will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, HelloSign will cooperate with Customer to promptly restore access to the HelloSign Service once we verify that Customer has resolved the condition requiring suspension.
  4. 9.4   Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
  5. 9.5   Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable HelloSign Service; (b) delete (or, at HelloSign’s request, return) any and all copies of any HelloSign code, documentation, passwords or access codes, and any other HelloSign Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable HelloSign Service will cease and HelloSign may delete the Customer Data at any time after 30 days from the date of termination. If HelloSign terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
  6. 9.6   Survival. The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); and 15 (General).

10     Confidential Information

  • 10.1  Confidential Information “Confidential Information” means (a) for HelloSign, the HelloSign Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
  • 10.2 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for HelloSign, includes providing the Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
  • 10.3 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
  • 10.4 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

11   Warranties and Disclaimers.

ALL HELLOSIGN SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER HELLOSIGN NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HELLOSIGN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT HELLOSIGN SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT HELLOSIGN SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. HELLOSIGN DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. HELLOSIGN WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-HELLOSIGN SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

12   INDEMNIFICATION OBLIGATIONS

  1. 12.1   Customer agrees to defend, indemnify, and hold HelloSign, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Site; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the HelloSign; or (e) any products or services purchased or obtained by Customer.
  2. 12.2   HelloSign retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. HelloSign reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify HelloSign and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. HelloSign will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.

13    LIMITATIONS OF LIABILITY

  1. 13.1   Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HELLOSIGN OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
  2. 13.2   Cap on Damages. HELLOSIGN’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO HELLOSIGN FOR THE APPLICABLE HELLOSIGN SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, HELLOSIGN’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
  3. 13.3   Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  4. 13.4   Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY HELLOSIGN SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14    Third Party Products and Content.

HelloSign may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. HelloSign is not responsible for these third-party products or content. HelloSign makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that HelloSign is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.

15 General.

  1. 15.1   Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that HelloSign may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.
  2. 15.2   Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to HelloSign, in English, at the following address, legal@hellosign.com, and include “Attention: Legal Department” in the subject line. HelloSign may send notices to the email addresses on Customer’s account or, at HelloSign’s option, to Customer’s last-known postal address. HelloSign may also provide operational notices regarding the HelloSign Service or other business-related notices through conspicuous posting of the notice on HelloSign’s website or the HelloSign Service. Each party consents to receiving electronic notices. HelloSign is not responsible for any automatic filtering Customer or its network provider may apply to emails.
  3. 15.3   Publicity. Unless otherwise specified in an applicable Order Form, HelloSign may use Customer’s name, logo, and marks to identify Customer as a HelloSign customer on HelloSign’s website and other marketing materials.
  4. 15.4   Subcontractors. HelloSign may use subcontractors and permit them to exercise the rights granted to HelloSign in order to provide the HelloSign Service and related services. These subcontractors may include, for example, HelloSign’s hosted service and email providers. However, subject to all terms and conditions of these Terms, HelloSign will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the HelloSign Services if and as required under these Terms.
  5. 15.5   Subpoenas. Nothing in these Terms prevents HelloSign from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but HelloSign will use good faith efforts to notify Customer where permitted to do so.
  6. 15.6   Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of HelloSign or is otherwise authorized to bind or commit HelloSign in any way without HelloSign’s prior written authorization.
  7. 15.7   Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
  8. 15.8   Export Control. Customer acknowledges that the HelloSign Services, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control [“OFAC”]), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the HelloSign Services. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the HelloSign Service in violation of any U.S. export embargo, prohibition or restriction.
  9. 15.9   MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
  10.      We Both Agree to Arbitrate. You and HelloSign agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
  11.      Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at legal@hellosign.com.
  12.      Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
  13.      Exceptions to Agreement to Arbitrate. Either you or HelloSign may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
  14.      NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
  15. 15.10   Amendments; Waivers. Any modification or amendment to these Terms must be made in writing and executed by an authorized representative of each party. However, if HelloSign modifies these Terms or any applicable Service Specific Terms during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal. In addition: (a) If HelloSign launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use; (b) changes to any terms will take effect immediately for Free Access Subscriptions; and (c) during a Subscription Term, HelloSign may update HelloSign’s Security page, Privacy Policy, Acceptable Use Policy, and Service Specific Terms from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer’s rights or create substantial additional Customer obligations during a Subscription Term. HelloSign’s documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term HelloSign may update the documentation to reflect best practice with the relevant HelloSign Service, provided that these changes do not substantially diminish Customer’s rights or create substantial Customer obligations. In the event of any conflict between these Terms and any order form, these Terms will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or HelloSign of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
  16. 15.11   Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
  17. 15.12   No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
  18. 15.13   Entire Agreement. These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the HelloSign Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
  19. 15.14   Governing Law & Venue. These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court of competent jurisdiction located in San Francisco, California, U.S.A.
  20. 15.15   Language and Translations. HelloSign may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.
  21. 15.16   How to Contact Us. If you have any questions about these Terms, please contact us at legal@hellosign.com.