jSign® Customer Agreement
Effective November 17 2020
THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER (SECTION 21). IT AFFECTS YOUR LEGAL RIGHTS AS SET FORTH IN THAT SECTION. PLEASE REVIEW IT CAREFULLY.
This Agreement is between you (“you” or “your”), as an authorized user of the Services (as defined below), and Consensus Cloud Solutions, LLC (“Consensus”), a Delaware limited liability company, and governs the terms and conditions of your use of the Services. By using the Services, you further confirm your acceptance of and agree to be bound by this Customer Agreement. If you are agreeing to the Customer Agreement on behalf of an entity or organization, you represent and warrant that you are authorized to agree to it on behalf of that organization or entity (in such case any references to “you” and “your,” other than in this sentence, refer to that organization or entity).
This Agreement includes the terms of this Customer Agreement together with any operating rules, policies, price schedules or other supplemental documents expressly incorporated herein by reference and published from time to time by the Company. This Agreement constitutes the entire agreement between the Company and you regarding the Services, and supersedes all prior oral and written communications and agreements between you and the Company regarding the subject matter of this Agreement. However, your use of any software provided by the Company related to the Services shall be pursuant to a separate agreement governing use by you of such software.
For purposes of this Agreement, the “Services” include the jSign service and all other services described in this Agreement which are provided by the Company to you either now or in the future.
If you begin, but fail to complete, the sign-up process for the Services, the Company may contact you in an effort to help you sign up for the Services or another service of the Company or its affiliates. You hereby authorize the Company and its affiliates to make such contact, even if you ultimately determine not to sign up for any Company or affiliate service.
1. Services Description
The Company offers the Services described at its website www.jSign.com (together with other websites owned and operated by the Company, the “jSign Website”). The Service is intended to facilitate the electronic execution of documents between parties to those documents. Nothing in this Agreement or in any description or aspect of the Services shall be construed to make Consensus or any of its affiliates a party to any document processed through the Services. Consensus makes no representations or warranties whatsoever regarding any transaction made or attempted to be made by any party using the Services or seeking to rely on them.
2. jSign Service Usage Terms
The plan you selected at signup includes a fixed number of documents/contracts that can be signed per month in accordance with the pricing tier for your plan. You may not exceed the number of documents/contracts per month under your plan.
IF YOUR SERVICE INCLUDES A FREE VERSION OF JSIGN AND YOU EXCEED THE STATED DOCUMENT/CONTRACT LIMITS OR OTHER USAGE LIMITS OF YOUR PLAN, YOU WILL NEED TO UPGRADE TO A PAID VERSION OF JSIGN IN ORDER TO CONTINUE USING THE SERVICE AND TO CONTINUE HAVING ACCESS TO DOCUMENTS/CONTRACTS. FAILURE TO UPGRADE TO A PAID ACCOUNT AFTER EXCEEDING THE USAGE LIMITS OF A FREE VERSION OF JSIGN WILL RESULT IN ACCOUNT CLOSURE AND PERMANENT LOSS OF DOCUMENTS/CONTRACTS. YOU AGREE NOT TO HOLD JSIGN LIABLE FOR ANY DAMAGES IN CONNECTION WITH THIS POLICY.
Use of the Services is subject to the terms of this Agreement and the Privacy Policy, and Consensus may in its sole discretion suspend or terminate your account for any violation of this Agreement or the Privacy Policy.
Notwithstanding our Privacy Policy, the Company has the right to disclose your email address to the owner of the website domain associated with your email address in order to monitor compliance with, and enforce, these terms. In addition, the Company is permitted to audit your use of the Service and any associated software by providing no less than five (5) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
If the Company ultimately determines, in its sole discretion and whether or not it has conducted an audit, that you have violated any conditions or limitations on the Services or any associated software, the Company reserves the right to immediately terminate or suspend your Services and you agree to pay the Company’s cost of conducting any audits that, in the Company’s sole discretion, reveal non-compliance.
Further, in the event of a dispute between you and any third party over ownership of a jSign account, jSign reserves the right to suspend the account until (i) it receives a joint written statement from you and the third party as to who owns the account; (ii) it receives a court order deciding ownership of the account; or (iii) jSign determines in its sole discretion who is the proper owner of the account. jSign reserves the right to terminate an account within 90 days if disputed ownership of an account is not resolved. You agree that jSign is under no obligation to resolve a dispute regarding ownership of an account, and you further agree not to hold jSign liable for any inability to access documents/contracts or other data, or any loss of any contracts/documents or other data in connection with jSign’s policy on disputed ownership of accounts and any actions jSign takes or does not take in connection with that policy.
3. Document Storage
Documents/contracts submitted through the Service shall be stored for up to six (6) years from the date of submission to the Service (“Storage Term”) or up to ninety (90) days after termination date of your account, whichever occurs first. Thereafter, the documents/contracts shall be deleted, subject to Company’s retention policies and obligations under applicable law. Notwithstanding the foregoing, you acknowledge that you may at your discretion and own risk change the Storage Term in your account settings.
You acknowledge that the Company may cease offering any document/contract storage or change its practices and/or limitations concerning this feature at any time, including, without limitation, changing the maximum number of days that documents/contracts will be retained or changing the maximum storage space allotted on the Company’s servers on your behalf. You further agree that the Company has no responsibility or liability whatsoever for any failure or malfunction of this feature, whether or not such failure prevents you from utilizing the feature, including but not limited to the storage or deletion of any documents/contracts.
In the event that the Company, in its sole discretion, determines or suspects that any stored documents/contracts constitute, or may give rise to, a violation of any law or regulation or this Agreement, or you are otherwise in breach of any provision of this Agreement, the Company reserves the right to remove your stored file(s) and/or to deactivate any links to stored file(s) without further notice to you.
WITHIN NINETY (90) DAYS OF ACCOUNT CLOSURE, ALL DOCUMENTS/CONTRACTS STORED IN CONNECTION WITH YOUR ACCOUNT WILL BE PERMANENTLY DELETED. YOU AGREE THAT THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR THE FOREGOING. COMPANY MAY RETAIN DOCUMENTS/CONTRACTS OR ANY PORTION THEREOF SUBJECT TO COMPANY’S RETENTION POLICIES OR LEGAL OBLIGATIONS.
4. Privacy Policy
The Company is dedicated to establishing trusting relationships with you and all of its customers, based on respect for personal identity and information. The Company’s current Privacy Policy is available at https://jsign.com/privacy-policy.
5. Customer Responsibilities
You are fully responsible for the contents of any documents/contracts used in connection with the Services, and you have exclusive control and responsibility over the content of any such documents/contracts. The Company simply acts as a passive conduit for you to send, receive and sign information of your own choosing. However, the Company reserves the right to take any action with respect to the Services that the Company deems necessary or appropriate in its sole discretion, if the Company believes you or your information may create liability for the Company, compromise or disrupt the Services for you or other customers, or cause the Company to lose (in whole or in part) the services of the Company’s suppliers. Your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including, without limitation, those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities or false advertising). You agree: (1) to comply with all laws regarding the transmission of technical data exported from any country through the Services; (2) not to use the Services for any illegal purpose; (3) not to interfere with or disrupt networks connected to the Services; (4) to comply with all regulations, policies and procedures of networks connected to the Services; (5) not to use the Services to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (6) not to use the Services with the intent to defraud, cause harm, or wrongfully obtain anything of value; and (7) not to transmit or upload, through the Services, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to transmit or upload any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. The Services make use of the Internet for you to send and receive information of your own choosing. As a result, your conduct is subject to Internet regulations, policies and procedures. You further agree not to attempt to gain unauthorized access to other computer systems. You shall not interfere with another customer’s use and enjoyment of the Services.
You must (a) obtain and pay for all equipment and third-party services (e.g., Internet access and email service) required for you to access and use the Services; (b) maintain the security of your PIN/password and other confidential information relating to your Services account; (c) immediately notify the Company of any unauthorized use of your account or any other breach of security known to you; and (d) be responsible for all charges resulting from use of the Services, including unauthorized use prior to your notifying the Company of such use and taking steps to prevent its further occurrence.
You further acknowledge that not all documents/contracts may be executed in accordance with or pursuant to electronic signature laws, and may instead (or in addition) be subject to other laws governing execution of such documents, including but not limited to certain consumer protection laws. You are solely responsible for determining whether any documents/contracts you choose to use, rely on or execute in connection with the Services may be executed in accordance with or pursuant to electronic signature laws, or are excepted from such laws or subject to other laws. You agree not to hold Consensus responsible or liable for making such a determination. You additionally acknowledge that Consensus is not responsible for determining how long you are required to keep any documents/contracts in accordance with any applicable data retention laws or regulations.
6. Termination
Either you or the Company may terminate your Services at any time, with or without cause, upon notice.
If you signed up for services via the jSign Website, you must follow the instructions provided at www.jSign.com/cancel to terminate your account. Upon termination of your account, the Company will send you an email confirming that your account has been canceled. Your account will not be deemed canceled unless and until you receive this email. In order to cancel jSign Free service, you must either opt out of receiving promotional emails or visit www.jSign.com/cancel to terminate your account.
If you registered for the Services using your account with Apple or Google, then you must cancel your auto-renewing subscription in your App Store/Google Play account settings (as applicable). If you turn off Auto-Renewal, your subscription will close at the end of your current billing cycle. Uninstalling a software application will not cancel the subscription. If you uninstall the software application without canceling your subscription you will continue to be charged for the Services. For details please visit the Apple or Google support website (as applicable).
The Company reserves the right to terminate or suspend your Services at any time without prior notice or compensation for any reason; provided that the Company will attempt to confirm such termination or suspension by subsequent notice.
Upon account closure, all documents/contracts connected with your account will be permanently deleted. In addition, you understand and acknowledge that in the event the account is later reactivated, your prior documents/contracts may not be available. You agree that the Company has no responsibility or liability whatsoever for the foregoing.
7. Customer Representations
You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state or province in which you reside, that you possess the legal right and ability to enter into this Agreement, and that you have not previously been barred from using the Services (or the services of any affiliate of Consensus). You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including, without limitation, minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement. You represent and warrant that you are not and will not when using the Services be located in, under the control of, or a national or resident of a U.S. embargoed country or territory. You represent and warrant that: (a) you are not and will not be when using the Services located, under the control of, or a national or resident of an embargoed country or territory listed on any U.S. government list of persons or entities with which U.S. persons and entities are prohibited from transacting. This includes, but is not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List. You further represent and warrant that you are not subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with these restrictions in connection with your use of the Services.
If you are unable to make these representations and warranties you are not permitted to use the Services.
8. Modifications to Customer Agreement
The Company may automatically amend this Agreement at any time by (a) posting a revised Customer Agreement on the jSign Website, or (b) sending information regarding the amendment to the email address you provide to the Company. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE JSIGN WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUED USE OF THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by both you and the Company.
9. Modifications to the Services
The Company reserves the right to modify or discontinue any of the Services with or without notice to you. The Company shall not be liable to you, or any third-party, should the Company exercise its right to modify or discontinue the Services.
10. Member Account, PIN/Password and Security
Once you become a registered user, you will need to create a password. You are solely responsible for using a sufficiently secure password and for maintaining the confidentiality of your password and account information. CUSTOMERS ARE REQUIRED TO USE A UNIQUE PASSWORD FOR JSIGN. DO NOT CHOOSE A PASSWORD YOU HAVE USED FOR OTHER SERVICES AS THIS MAY PUT THE SECURITY OF YOUR ACCOUNT AT RISK.
11. Disclaimer of Warranties and Limitation of Liability
a. ALL OF THE COMPANY’S SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. THE COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE COMPANY’S SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE COMPANY’S SOFTWARE OR THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. THE COMPANY AND EACH OF ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING AND WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.
b. YOUR USE OF ALL OF THE COMPANY’S SOFTWARE AND THE SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, UPLOADING, AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING THE COMPANY’S SOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM THE COMPANY OR ITS AFFILIATES, OR LOSS RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR FILES UPLOADED, HOSTED OR TRANSMITTED VIA THE LARGE FILE SEND FEATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN ADDITION, YOU AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES, WHETHER DIRECT OR INDIRECT (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE COMPANY’S SOFTWARE OR THE SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF THE COMPANY OR ANY SUCH AFFILIATE, LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF THE COMPANY AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE COMPANY’S SOFTWARE AND THE SERVICES OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SOFTWARE OR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$500.00. YOU HEREBY RELEASE THE COMPANY AND EACH OF ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
c. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES OUTSIDE OF THE COMPANY’S OR ANY SUCH AFFILIATE’S, LICENSOR’S OR SERVICE PROVIDER’S CONTROL WHICH COULD LEAD TO DATA LOSS, DATA CORRUPTION OR UNAUTHORIZED ACCESS TO DATA.
d. YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER OF THE COMPANY, IN EVALUATING THE SERVICES OR ANY OTHER SERVICES OF THE COMPANY OR ITS AFFILIATES.
12. Charges
a. Pricing Plans:
You agree to pay all charges for your use of the Services in accordance with the pricing plan you were offered and agreed to upon registering for the Services. The Company reserves the right to charge value-added taxes (“VAT”), sales or other taxes on the Services as it deems appropriate and the Company reserves the right to change prices or institute new charges for access to or use of the Services.
The Company may amend your pricing plan, including any charges thereto, at any time either by (a) posting pricing plan changes on the jSign Website, or (b) sending information regarding the pricing plan changes to the email address you provided to the Company. You are responsible for regularly reviewing such pricing information. Continued use of the Services or non-termination of your account, after changes are either posted or emailed to you, constitutes your acceptance of the prices as modified.
If you have questions regarding any charges that have been applied to your account, you must contact the Company’s Customer Service Department within thirty (30) days of the charge date. Failure to do so will waive your ability to dispute such charges. Failure to use your account will not be deemed a basis for refusing to pay any charges.
b. Payment for Services:
Your activation fee, and service fees (such as monthly, quarterly or annual service fees as applicable), are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that the Company may submit charges for your service fee each renewable term (for example and without limitation, each month for a monthly subscription) and in each case without further authorization from or notice to you, until you provide prior notice (in accordance with the Company’s procedures, as may be established by the Company from time to time in its sole discretion) that you have terminated this authorization or wish to change your designated card(s). Such notice will not affect charges submitted before the Company reasonably could act on your notice. You agree that the Company may (at its option) accumulate Services fees incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that the Company may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated Services fee charges may appear on the statement you receive from your card issuer.
Any activation fee, usage charges, and monthly or annual Services fees, as applicable, must be made by the credit or debit card(s) designated by you for the Company use and transactions. If your Services account is a qualified business account approved by the Company for corporate billing, charges will be accumulated, identified by customer identification number and invoiced on a monthly basis. If the payment method for your Services account is by credit or debit card and payment is not received by the Company from the card issuer or its agent or affiliate, you agree to pay all amounts due upon demand by the Company. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that the Company is authorized to charge your designated card(s). Your card issuer’s agreement governs your use of your designated card in connection with payment for the Services, and you must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder.
c. Viewing Your Account Balance:
To view your current account balance, along with billing details and any accumulated charges, please log in to the jSign Website.
d. Promotional Period Customers:
If you subscribed to the Services pursuant to a special offer granting you a promotional period, any activation fee and initial service fee may be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT (meaning the amounts pre-authorized will not be considered available credit or debit funds in such account). These fees will be immediately charged to your credit or debit card, without further authorization from you, upon the expiration of such free trial period, unless you provide prior notice (in accordance with the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion) that you have terminated this authorization. Such notice will not affect charges submitted before the Company reasonably could act on your notice.
e. Pre-Paid Discounts:
If you subscribed to the Services pursuant to a special offer granting a pre-paid discount for a fixed period of time, your pre-paid fees are payable in advance and are COMPLETELY NON-REFUNDABLE. In addition, your initial service fee for the period immediately following your pre-paid period will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT and will be immediately charged to your credit or debit card, without further authorization from you, upon the expiration of such pre-paid period, unless you provide prior notice (in accordance with the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion) that you have terminated this authorization. Such notice will not affect charges submitted before the Company reasonably could act on your notice.
f. Usage Charges:
If the plan you signed up for includes overage or usage charges, you will be charged overage or usage charges in accordance with that plan. These additional charges, to the extent they are included in your plan, apply when you exceed the number of documents/contracts in your jSign Services plan. You agree that the Company may charge you for any such usage or overage if you exceed the limits of your plan.
g. Notification of Changed Billing Information:
You must promptly notify the Company of changes to: (a) the account number, security code or expiration date of your designated credit or debit cards; (b) your billing address for the designated credit or debit card; and (c) the name of each minor whom you have authorized to use your Services account. You must also promptly notify the Company if your card is canceled for any reason, including loss or theft. In order to avoid Services interruptions caused by rejected credit or debit card charges, the Company reserves the right to update your credit or debit card details (such as expiration dates or new card numbers). You understand and agree that the Company is entitled to obtain such updated card details, store them and use them to bill charges.
h. Usage and/or Account Credit Balances. The Company may, from time to time, award you a credit applied to your jSign Services usage and/ or account balance, which is a non-refundable credit . jSign Services usage and/ or account credit balances have no cash value and will expire on the earlier of (i) termination of your account or (ii) 30 days after they are issued, and are subject to any additional terms associated with the credit offer.
i. Late Fees. An administrative late fee of $4.95 USD (or the approximate equivalent in local currency) or the maximum amount permitted under and subject to applicable law, may be charged to your account each time full payment of your outstanding balance is not received by the payment due date. You agree that the Company may submit charges for late fees without further authorization from or notice to you, until you provide prior notice (in accordance with the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion) that you have terminated or canceled your jSign Services, or wish to change your designated card(s). Such notice will not affect charges submitted before the Company reasonably could act on your notice.
13. Termination for Non-Payment
The Company reserves the right to suspend or terminate your account and associated Services, without notice, upon rejection of any credit or debit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes you are liable for the charge. Such rights are in addition to, and not in lieu of, any other legal rights or remedies available to the Company.
Upon account closure, all documents/contracts connected with your account will be permanently deleted. In addition, you understand and acknowledge that in the event the account is later reactivated, such documents/contracts may not be available. You agree that the Company has no responsibility or liability whatsoever for the foregoing.
14. Ownership
All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising any portion of the Services are wholly owned by the Company, its affiliates and/or its licensors and service providers except where expressly stated otherwise. You may not use the Company’s or its affiliates’ trademarks, trade names, patents, copyrights or other intellectual property rights without the Company’s prior written permission.
15. Indemnification
You agree to indemnify the Company and each of its affiliates, licensors and service providers from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims based upon use of the Services, including but not limited to: (a) any violation of this Agreement by you or any other person using your account, (b) any claim of libel, defamation, violation of rights of privacy or publicity, (c) any loss of service by other customers, (d) any infringement of intellectual property or other rights of any third parties, and (e) any violation of any laws or regulations- including but not limited to any violation of any laws or regulations prohibiting transmission of unsolicited fax advertisements.
16. No Resale Of The Services
You are prohibited from selling, reselling, renting or leasing the use of the Services.
17. Participation In Promotions Of Advertisers
You may correspond with, or participate in, promotions of advertisers showing their products via the Services. Any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. The Company assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
18. Notices and Consent
Notices given by the Company to you will be given by email, by a general posting on the jSign Website or by conventional mail. In any matter requiring the Company’s prior consent, such consent will be considered given only if made in writing by an authorized representative of the Company. Notices given by you to the Company must be given by email or by conventional mail (subject, however, to the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion, and which may include the requirement that you contact the Company by phone so as to confirm that any such notice was in fact sent by you). Notices to the Company by conventional mail must be sent to Consensus Cloud Solutions, LLC, 700 S. Flower St., 15th Floor, Los Angeles, CA 90017, U.S.A.
19. General Terms
THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE COMPANY’S SOFTWARE AND THE SERVICES. THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED. Provided nothing in this section shall restrict either of the parties from resorting to the courts or arbitration in any jurisdiction in order to collect, enforce or execute any judgment obtained in the State of California. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The Company’s failure to act with respect to a breach by you or others does not waive the Company’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder whether by direct assignment, by operation of law or otherwise, and any attempt to the contrary is void. The Company shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond the Company’s reasonable control. Parental control protections (such as commercially available computer hardware, software or filtering services) may assist you in limiting access to material that is harmful to minors, although such technology may not be effective with regard to receipt of fax or email messages received through the Services.
20. Legal Notices
Under California Civil Code Section 1789.3, California Customers are entitled to the following specific consumer-rights information:
a. Pricing Information. Current rates for using the Services may be obtained on the jSign Website or by calling the Company’s Customer Service Department. The Company reserves the right to change fees, surcharges and monthly fees or to institute new fees at any time.
b. Complaints: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted, in writing, at 1020 N. Street, #501, Sacramento, CA 95814; or by telephone at 1-916-445-1254.
21. AGREEMENT TO ARBITRATE ALL DISPUTES
A. YOU AND THE COMPANY AGREE THAT ALL DISPUTES AND CLAIMS BETWEEN YOU AND THE COMPANY SHALL BE SETTLED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND INCLUDES, BUT IS NOT LIMITED TO, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THE COMPANY’S SOFTWARE, THE JSIGN WEBSITE, THE AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE COMPANY. YOU AGREE THAT, BY AGREEING TO THE AGREEMENT, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION, AND THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. THIS ARBITRATION PROVISION DOES NOT PRECLUDE YOU FROM BRINGING ISSUES TO THE ATTENTION OF FEDERAL, STATE, OR LOCAL AGENCIES, INCLUDING, FOR EXAMPLE, THE FEDERAL COMMUNICATIONS COMMISSION. SUCH AGENCIES CAN, IF THE LAW ALLOWS, SEEK RELIEF AGAINST THE COMPANY ON YOUR BEHALF. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND THE TERMINATION OF YOUR ACCOUNT.
B. A PARTY WHO INTENDS TO SEEK ARBITRATION MUST FIRST SEND TO THE OTHER, BY CERTIFIED MAIL, A WRITTEN NOTICE OF DISPUTE (“NOTICE”). THE NOTICE TO THE COMPANY SHOULD BE ADDRESSED TO: CONSENSUS CLOUD SOLUTIONS, LLC., ATTN: LEGAL DEPARTMENT, 700 S. FLOWER ST., 15TH FLOOR, LOS ANGELES, CA 90017, USA (“NOTICE ADDRESS”). THE NOTICE MUST (A) DESCRIBE THE NATURE AND BASIS OF THE CLAIM OR DISPUTE; AND (B) SET FORTH THE SPECIFIC RELIEF SOUGHT (“DEMAND”). IF THE COMPANY AND YOU DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE NOTICE IS RECEIVED, YOU OR THE COMPANY MAY COMMENCE AN ARBITRATION PROCEEDING. DURING THE ARBITRATION, THE AMOUNT OF ANY SETTLEMENT OFFER MADE BY THE COMPANY OR YOU SHALL NOT BE DISCLOSED TO THE ARBITRATOR UNTIL AFTER THE ARBITRATOR DETERMINES THE AMOUNT, IF ANY, TO WHICH YOU OR THE COMPANY IS ENTITLED. YOU MAY DOWNLOAD OR COPY A FORM NOTICE AND A FORM TO INITIATE ARBITRATION AT WWW.ADR.ORG. IF YOU ARE REQUIRED TO PAY A FILING FEE, AFTER THE COMPANY RECEIVES NOTICE AT THE NOTICE ADDRESS THAT YOU HAVE COMMENCED ARBITRATION, IT WILL PROMPTLY REIMBURSE YOU FOR YOUR PAYMENT OF THE FILING FEE, UNLESS YOUR CLAIM IS FOR GREATER THAN US$10,000.
C. THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, “AAA RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THE AGREEMENT, AND WILL BE ADMINISTERED BY THE AAA. THE AAA RULES AND FORMS ARE AVAILABLE ONLINE AT WWW.ADR.ORG. THE ARBITRATOR IS BOUND BY THE TERMS OF THE AGREEMENT. ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING ISSUES RELATING TO THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION PROVISION. UNLESS THE COMPANY AND YOU AGREE OTHERWISE, ANY ARBITRATION HEARINGS WILL TAKE PLACE BY VIDEO OR TELEPHONE CONFERENCE. IF YOUR CLAIM IS FOR US$10,000 OR LESS, THE COMPANY AGREES THAT YOU MAY CHOOSE WHETHER THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS SUBMITTED TO THE ARBITRATOR, THROUGH A TELEPHONIC HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY THE AAA RULES. IF YOUR CLAIM EXCEEDS US$10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES. REGARDLESS OF THE MANNER IN WHICH THE ARBITRATION IS CONDUCTED, THE ARBITRATOR SHALL ISSUE A REASONED WRITTEN DECISION SUFFICIENT TO EXPLAIN THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE AWARD IS BASED. THE ARBITRATOR IS NOT AUTHORIZED TO AWARD PUNITIVE OR OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL DAMAGES, AND MAY NOT, IN ANY EVENT, MAKE ANY RULING, FINDING OR AWARD THAT DOES NOT CONFORM TO THE TERMS AND CONDITIONS OF THE AGREEMENT.
D. THE COMPANY MAY MAKE A WRITTEN SETTLEMENT OFFER ANYTIME BEFORE AN ARBITRATOR IS SELECTED. IF THE ARBITRATOR ISSUES YOU AN AWARD THAT IS GREATER THAN THE VALUE OF THE COMPANY’S LAST WRITTEN SETTLEMENT OFFER MADE BEFORE AN ARBITRATOR WAS SELECTED (OR IF THE COMPANY DID NOT MAKE A SETTLEMENT OFFER BEFORE AN ARBITRATOR WAS SELECTED), THEN THE COMPANY WILL PAY YOU THE AMOUNT OF THE AWARD OR US$1,000, WHICHEVER IS GREATER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PAYMENT OF ALL FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA RULES.
E. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
