RabbitSign Terms of Service
Last updated on August 5th, 2021
Thanks for using the e-signing service provided by RabbitSign, Inc. ("RabbitSign", "we" or "us"). By clicking to accept this Agreement, or using or accessing any RabbitSign websites and services (collectively "RabbitSign Service" or the "Site"), "you" ("Customer") agree to all the terms and conditions of this Terms of Service Agreement ("Terms" or "Agreement").
- UPDATES AND COMMUNICATIONS
- We may revise these Terms from time to time to reflect changes in the law or to the RabbitSign Services. We will post the latest terms on the Site with a "last updated" date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE RABBITSIGN SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.
- You agree to receive all communications, agreements, and notices that we provide in connection with any RabbitSign Services ("Communications") via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Site or through any RabbitSign Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.
- ACCOUNT REGISTRATION AND USE
- You and your Authorized Users (as defined below) may need to register for a RabbitSign account to access or use the Site. You must ensure that all your passwords and access credentials for the Site are kept strictly confidential and not shared with any third party. You will be responsible for any and all actions taken using your and your Authorized Users' accounts, passwords or access credentials.
- An "Authorized User" is a person (e.g. your employee or contractor) permitted by you to use the RabbitSign Services subject to this Agreement. You must ensure that your Authorized Users comply with this Agreement. You will be responsible for any and all actions of all your Authorized Users.
- You may use this Site and the Services only if (a) you are 18 years of age or older or otherwise of legal age in your resident jurisdiction, competent to legally agree to this Agreement; or (b) you are 13 years of age or older but younger than age 18, and with the consent and under the supervision of your parent(s) or legal guardian(s), who agree to this Agreement.
- You may use this Site and the Services only if (a) you or your Authorized Users are not a national or resident of a U.S. embargoed country or territory; and (b) you or your Authorized Users are not a prohibited end user under U.S. Export Control Laws.
- If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity's behalf and bind them to this Agreement.
- USE RIGHTS
- Limited License. Subject to this Agreement, RabbitSign grants to you a limited, nonexclusive, non-transferable license to use and access the RabbitSign Services as expressly permitted in this Agreement. You shall not use or permit use of the Site for any illegal or misleading purpose or in any manner inconsistent with this Agreement.
- Intellectual Property. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the "Trademarks") are registered and unregistered Trademarks of RabbitSign and others.
Restrictions on use of the Site. You must not:
A. transfer, lease, sell, sublicense, share, or otherwise provide access to your RabbitSign account to any third party (except Authorized Users);
B. distribute, publish, license, sell, rent, lend, lease, incorporate or otherwise commercialize the RabbitSign Service (or any portion of it), except to the extent expressly permitted by RabbitSign;
C. reproduce, duplicate, upload, or create a derivative work of the RabbitSign Service (or any portion of it);
D. reverse engineer, decompile, or otherwise attempt to derive source code, algorithms, architecture, system design, or non-public APIs to any RabbitSign Service;
E. remove, disable, damage, bypass, or circumvent any security measures (including rate limiting), or usage tracking of the RabbitSign Service;
F. modify the Site to avoid or block the Site from sending events or transactions, or to otherwise disable any component (including advertisements) on the Site;
G. interference with, or disrupt any other party's use of the Site;
H. use the RabbitSign Service in an abusive or unduly burdensome way;
I. impersonate another person or user;
J. access or use the account of another user;
K. attempt to do any of the foregoing.
- OWNERSHIP AND FEEDBACK
- Customer Data. You retain all rights, title, and interest in the contents and documents that you upload, submit, or otherwise make available to the Site (excluding any RabbitSign intellectual property) (the "Customer Data"). You hereby expressly grant us a nonexclusive, worldwide, royalty-free, and fully sublicensable license to access, transmit, store, copy, modify, collect, view, reproduce, adapt, use, translate, and create derivative works of the Customer Data to the extent necessary to provide the RabbitSign Service, including but not limited to delivering and sharing such contents or documents to third parties that you invite to view or sign such contents or documents. These licenses automatically extend to our affiliates.
- RabbitSign's Property. You agree that RabbitSign retains all rights, title and interest in and to all RabbitSign Services.
- Feedback. If you provide any suggestions, comments or other feedback to us (collectively, "Feedback"), you expressly grant us a nonexclusive, worldwide, perpetual, non-revocable, sublicensable, royalty-free license to evaluate, use, publish, copy, modify, develop, distribute, license, and exploit any Feedback in any form or manner without any response, payment, commitment, obligation, or restriction.
- PRIVACY & SECURITY
- Security. RabbitSign employs commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, modification, or disclosure of Customer Data.
- WARRANTIES AND DISCLAIMERS
ALL RABBITSIGN SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE". YOUR USE OF THE RABBITSIGN SERVICES, DOCUMENTATION, AND SITES SHALL BE AT YOUR SOLE RISK. RABBITSIGN AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, SUPPLIERS, CONSULTANTS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS ("RABBITSIGN PARTIES") MAKE NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO REPRESENTATION OR WARRANTIES OF MERCHANTABILITY, TITLE, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RABBITSIGN MAKES NO REPRESENTATION OR WARRANTY THAT RABBITSIGN SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT RABBITSIGN SERVICE WILL BE TIMELY, SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE. RABBITSIGN ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES OF THE SITE; (ii) LOSS OR LEAK OF CUSTOMER DATA; (iii) PERSONAL INJURY OR PROPERTY DAMAGE IN CONNECTION WITH YOUR ACCESS TO AND USE OF RABBITSIGN SERVICES, DOCUMENTATION, AND SITE; (iv) UNAUTHORIZED ACCESS TO THE SITE; (v) VIRUSES, TROJAN HORSE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY PARTY; (vi) DISRUPTION OF RABBITSIGN SERVICES. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE RABBITSIGN SERVICES, DOCUMENTATION, OR SITE. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
- INDEMNIFICATION OBLIGATIONS
- You will defend and indemnify RabbitSign Parties from and against any third-party claims and liability to the extent resulting from (a) access to and use of the Site by you or your Authorized Users; (b) breach of this Agreement by you or your Authorized Users; (c) infringement of any property rights by you or your Authorized Users; or (d) any products or services purchased or obtained by you or your Authorized Users in connection with the Site.
- You must not settle any claim without our prior written consent if the settlement would require us to admit fault, or take or refrain from taking any action. RabbitSign may participate in a claim through counsel of its own choosing at its own expense and Customer and RabbitSign will reasonably cooperate on the defense.
- LIMITATIONS OF LIABILITY
- Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RABBITSIGN PARTIES 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. OUR TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US FOR THE APPLICABLE RABBITSIGN SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
- Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 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. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 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 THIS AGREEMENT, ANY RABBITSIGN 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.
- THIRD-PARTY PRODUCTS AND CONTENTS
The Site may provide links to third-party products and contents that are beyond our control. RabbitSign makes no, and hereby disclaim all, representations, warranties, claims, and assurances as to any third-party products or contents' quality, suitability, functionality, fitness for a particular purpose, compliance with laws, and pricing, and you hereby waive any claim you might have against us, with respect to such products or contents. You agree that RabbitSign is not responsible or liable for any loss or damage of any sort incurred as the result of your dealings with third-party products or contents, or as the result of the presence of such products or contents on the Site.
- Assignment. These Terms will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that RabbitSign may assign this Agreement 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 this Agreement except as expressly authorized under this Section will be void.
- Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices) to RabbitSign, in English, at the following address, contact@RabbitSign.com, and include "Attn. Legal Department" in the subject line. RabbitSign may send notices to the email addresses on Customer's account or, at RabbitSign's option, to Customer's last-known postal address. RabbitSign may also provide operational notices regarding the RabbitSign Service or other business-related notices through conspicuous posting of the notice on RabbitSign's website or the RabbitSign Service. Each party consents to receiving electronic notices. RabbitSign is not responsible for any automatic filtering Customer or its network provider may apply to emails notifications.
- Publicity. Unless otherwise specified, RabbitSign may use Customer's name, logo, and marks for its marketing purposes.
- Subcontractors. RabbitSign may use subcontractors and permit them to exercise the rights granted to RabbitSign in order to provide the RabbitSign Service and related services. These subcontractors may include, for example, RabbitSign's hosted service and cloud providers. However, subject to all terms and conditions of this Agreement, RabbitSign will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the RabbitSign Services if and as required under this Agreement.
- Subpoenas. Nothing in this Agreement prevents RabbitSign from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but RabbitSign will use commercially reasonable efforts to notify Customer where permitted to do so.
- Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement do 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.
- Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement (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.
- Export. Customer is responsible for obtaining any required export or import authorizations for use of the RabbitSign 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 RabbitSign Service in violation of any U.S. export embargo, prohibition or restriction.
- Amendments; Waivers. If RabbitSign requires opt-in acceptance of new terms, those terms will apply upon Customer's acceptance or use. RabbitSign's documentation is available online and constantly being developed and improved, and as a result, RabbitSign may update the documentation to reflect best practice with the relevant RabbitSign Service, provided that these changes do not substantially diminish Customer's rights or create substantial Customer obligations. In the event of any conflict between this Agreement and any order form, this Agreement will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
- Severability. If any provision of this Agreement 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 this Agreement may otherwise remain in effect.
- No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. 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.
- Entire Agreement. These Terms represent the parties' complete and exclusive understanding relating to the subject matter of this Agreement. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the RabbitSign Service or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. 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.
- Governing Law & Venue. These terms will be governed, construed, and enforced in accordance with the laws of the State of California, U.S.A., without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court located in Palo Alto, California, U.S.A.
- MANDATORY ARBITRATION; Waiver of Class Actions Applicable to Customers.
- We Both Agree to Arbitrate. You and RabbitSign agree to resolve any claims relating to this Agreement 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.
- 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, Palo Alto (CA), or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
- Exceptions to Agreement to Arbitrate. Either you or RabbitSign may assert claims, if they qualify, in small claims court in Palo Alto (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 Santa Clara County, California to resolve your claim.
- 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.