Terms of Service
Revised: October 2020

1.ACCEPTANCE OF TERMS

BlockEsign Inc. (“InkPaper”) provides technology-enabled document review, signature and storage services, the website at https://www.inkpaper.ai/, and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services).  Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). InkPaper may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by InkPaper.

PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.  

 

2. RIGHTS

(a)Grant. Subject to and conditioned on your compliance with this TOS, InkPaper hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for your internal business purposes and only as expressly permitted in this TOS and, if applicable, any paid customer plan for the Services (a “Subscription Plan”). Each discrete Subscription Plan includes restrictions and requirements that outline the features that you will be able to access.

(b)Trademarks.  You may not use the InkPaper names, brands, trademarks, service marks and logos that InkPaper makes available on the Services (“Marks”). InkPaper claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services.

(c)InkPaper Signature. If you have purchased use of InkPaper Signature (defined below), you agree that the terms and conditions of the InkPaper Signature Service Schedule (below) shall apply to the InkPaper Signature Services in addition to this TOS.

3. OTHER AGREEMENTS

(a)In addition to the TOS, your access to and use of the Service is subject to the InkPaper Privacy Policy located at [insert address] (“Privacy Policy”), the terms contained in an enterprise agreement between InkPaper and your employer (an “Enterprise Agreement”), and any usage or other policies relating to the Service posted or otherwise made available to you by InkPaper (collectively, “Additional Terms”). The Additional Terms are part of the TOS and are hereby incorporated by reference, and you agree to be bound by the Additional Terms. If your use of the Service is subject to an Enterprise Agreement, the Enterprise Agreement shall govern over any inconsistent terms in the TOS.

 

(b)You acknowledge and agree that by accessing or using the Services, InkPaper may receive certain information about you, including personal data, as set forth in the Privacy Policy, and InkPaper may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

4.RESPONSIBILITY FOR CONTENT

(a)You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Services, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not InkPaper, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and other users of the Services, and not InkPaper, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Services (“User Content”).

(b)You acknowledge and agree that InkPaper has no obligation to pre-screen Content, although InkPaper reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, InkPaper shall have the right to remove any Content that violates this TOS.

(c)You acknowledge and agree that InkPaper has no obligation to back up Your Content, and that you are solely responsible for backing up Your Content. You acknowledge and agree that you may not have access to Your Content through InkPaper or the Services following the expiration or termination of this TOS.

(d)To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in this TOS with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.

5. PROPRIETARY RIGHTS

(a)InkPaper does not claim ownership of Your Content. However, you grant InkPaper and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Services to you and other users; and (ii) monitor and improve the Services. To the extent you have made Your Content accessible to others within your organization through the Services, you acknowledge and agree that InkPaper may continue to make Your Content accessible to others within your organization through the Services even after you have deleted your user account or the applicable portion of Your Content from your user account.

(b)The Services provided to you hereunder or available to you through the Services are licensed, not sold, and InkPaper retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and InkPaper, InkPaper and its licensors owns all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. InkPaper reserves all rights not expressly granted to you in this TOS.

(c)You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify InkPaper immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, InkPaper reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.

6.USER CONDUCT AND RESTRICTIONS

(a)In your use of the Services, you will not:

(i)use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;

(ii)reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;

(iii)interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;

(iv)provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device;

(v)access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;

(vi)violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;

(vii)remove or obscure any proprietary notice that appears within the Services;

(viii)impersonate any person or entity, including InkPaper personnel, or falsely state or otherwise misrepresent your affiliation with InkPaper, or any other entity or person;

(ix)forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

(x)take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or

(xi)use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.

(b)You will not: upload, post, email, store, transmit, or otherwise make available any content that:

(i)is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable;

(ii)may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);

(iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;

(iv)consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;

(v)contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;

(vi)contains infringing, libelous, or otherwise unlawful or tortious material; or

(vii)consists of information that you know or have reason to know is false or inaccurate.

(c)InkPaper’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by InkPaper, and does not create a private right of action for any other party.

7.PAYMENT TERMS

(a)Subscription Plan. The prices, features, and options of the Services depend on the Subscription Plan selected as well as any changes instigated by you. InkPaper does not represent or warrant that a Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a Subscription Plan without prior notice.

(b)No Refunds. You will timely pay InkPaper all fees associated with your Subscription Plan, account, or use of the Services, including, but without limitation, by your authorized users. YOUR PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THIS TOS. Charges for prepaid Subscription Plans will be billed to in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.

(c)Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan either through the payment method you provide. You must promptly notify InkPaper of any change in your invoicing address and must update your account with any changes related to you payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, YOU AUTHORIZE INKPAPER OR ITS AGENT TO CHARGE YOUR PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term, until you cancel as set forth herein.

(d)Late Fees & Collection Costs. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You agree that you will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by InkPaper to collect any amount that is not paid when due.

(e)Invoices. InkPaper  will provide billing and usage information in a format we choose, which may change from time to time. InkPaper reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If you do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive its right to dispute such problems or discrepancies.

(f)Taxes. All payments required by this TOS are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on InkPaper’s net income (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Services. Where the responsibility to remit Taxes falls upon InkPaper, the Taxes will be added to the payment and payable to InkPaper at the same time as the payment.

8.Free Trials and Special Offers.

If you register for a free trial, promotional offer, or other type of limited offer for use of Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into this TOS Terms by reference and are legally binding. InkPaper reserves the right to reduce the term of a trial period or end it altogether without prior notice. The version of the Services that are available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT YOU ENTER INTO THE SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR YOU, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS YOU: (a) PURCHASE A SUBSCRIPTION PLAN TO THE SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

9.feedback

If you elect to provide or make available to InkPaper any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), InkPaper shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

10.DEALINGS WITH ADvertisers and Other Third Parties

The Services may include or provide access to third party products, services, content, or offerings, including advertising for such (“Third Party Services”).  You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that terms and policies are solely between you and the advertiser or other third party. YOU AGREE THAT INKPAPER DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES RELATED TO THIRD PARTY SERVICES.

11.INDEMNIFICATION

You shall indemnify and hold InkPaper and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “InkPaper Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) content you provide to InkPaper; (b) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Services, except as expressly permitted in this TOS.

12.DISCLAIMER OF WARRANTIES

(a)YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INPAPER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b)INKPAPER PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

(c)ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.

(d)THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.  ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

13.LIMITATION OF LIABILITY

(a)INKPAPER PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF INKPAPER PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL INKPAPER PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO INKPAPER FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.

(b)THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.AUTOMATIC RENEWAL

(a)InkPaper’s Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (i) you terminate your account; (ii) you set your account not to auto-renew by logging in to Services or contacting us at hello@inkpaper.ai; (iii) InkPaper declines to renew your Subscription Plan; or (iv) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending on the method you choose (“Renewal Term”).

(b)We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, your continued use of the Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described herein.

15.Suspension and TERMINATION

(a)InkPaper may suspend any use of the Services, remove any Content or disable or terminate any account or authorized user that InkPaper has a good faith believes violates this TOS. InkPaper will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless InkPaper reasonably believes that: (i) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (ii) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party.

(b)If you have not purchased a subscription InkPaper may terminate this TOS and your access to our Services at any time. If you have purchased a subscription, InkPaper may, with or without notice to you, immediately suspend or terminate your access and use of the Services if you violate this TOS,.

(c)InkPaper reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and InkPaper shall not be liable to you or any third party for any such modification or discontinuance;

(d)Upon termination of this TOS for any reason: (i) you will pay to InkPaper  any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs; (ii) InkPaper, in its sole discretion, may remove and discard Your Content and information; (iii) you will immediate cease your use of the Services; and (iv) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination.  Further, you agree that that InkPaper shall not be liable to you or any third party for any termination of your account or access to the Services. 

16.Governing Law

This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.

17.binding arbitration and class action waiver

(a)ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

(b)The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(c)WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

(d)Notwithstanding anything to the contrary, you and InkPaper may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 16.

(e)If InkPaper implements any material change to this Section 16, such change shall not apply to any Claim for which you provided written notice to InkPaper before the implementation of the change.

18.Your Warranties

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

19.U.S. Government Entities

This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

20.Procedure for Making Claims of Copyright Infringement

If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide InkPaper’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact InkPaper’s Agent for Notice of Copyright Claims. InkPaper’s Agent for Notice of Copyright Claims can be reached as follows:

Agent for Notice of Copyright Claims
2524 Pecos Street,

Austin, Texas 78703
Email: hello@inkpaper.ai

21.California Users & Residents

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22.GENERAL PROVISIONS

(a)You agree to receive all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including, but not limited to, Communications related to our delivery of the Services and your purchase of or subscription to the Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on our website or through the 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.

(b)This TOS constitutes the entire agreement between you and InkPaper concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and InkPaper with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern.  This TOS may not be amended by you except in a writing executed by you and an authorized representative of InkPaper. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under this TOS without the prior written consent of InkPaper. The failure of InkPaper to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by InkPaper hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

23.INKPAPER SIGNATURE SERVICES SCHEDULE.

(a)DEFINITIONS

(i)“InkPaper Signature” means the on-demand electronic signature Service, which provides online display, certified delivery, acknowledgement, electronic signature, which is stored on blockchain and storage services on blockchain & cloud, for electronic papers & documents via the Internet.

(ii)“Signer” means a person designated by an authorized user to access and/or act upon the electronic papers sent to such individual via InkPaper Signature.

(iii)“System” refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by InkPaper or its agents to make available the InkPaper Signature service via the internet.

(iv)“Verification Data” means the metadata associated with a signature (including but not limited to sender and recipient names, email addresses, document IDs, signature IDs, Phone numbers, paper and signature hash value, timestamps, Paper access/execution/deletion history, blockchain storage & retrieval) that InkPaper may use to generate and maintain the digital audit trail required by InkPaper Signature.

(b)ADDITIONAL TERMS

Customer acknowledges and agrees that:

(i)InkPaper Signature facilitates the execution of electronic papers between the parties to those electronic papers. Nothing in this TOS may be construed to make InkPaper a party to any electronic papers processed through InkPaper Signature, and InkPaper makes no representation or warranty regarding the transactions sought to be affected by any electronic paper;

(ii)As between you and InkPaper, you have exclusive control over and responsibility for the content, quality, and format of any electronic paper. Without limiting the foregoing, all electronic papers, together with any messages included within an envelope, stored by InkPaper are maintained in an encrypted form, and InkPaper has no control of or access to their contents except to the extent access is requested in writing and made available by you;

(iii)Certain types of papers may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law) or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. InkPaper is not responsible or liable to determine whether any specific electronic paper is (i) subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures;

(iv)InkPaper is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, InkPaper is not responsible for or liable to produce any of your electronic papers or other documents to any third parties;

(v)Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. InkPaper  does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements;

(vi)You undertake to determine whether any “consumer” is involved in any electronic paper presented by your authorized users for processing, and, if so, to comply with all requirements imposed by law on such electronic papers or their formation.

(vii)You agree that your designated account administrator(s) have authority to provide InkPaper with and accept from InkPaper any required authorizations, requests, or consents on your behalf.

(c)APIs

Subscription Plans purchased on www.InkPaper.ai may not be used in conjunction with InkPaper APIs and are available for use with a limited number of integrations.

(d)ELECTRONIC PAPER STORAGE AND DELETION

(i)During the Term, InkPaper will send and store electronic papers per this TOS and any limits set forth in your Subscription Plan. However, InkPaper may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of InkPaper Signature. You, through you account administrator(s), may retrieve and store copies of electronic papers for storage outside of the Services at any time during the Subscription Term, and may delete or purge electronic papers from the Services at its own discretion.

(ii)InkPaper  may, at its sole discretion, delete uncompleted electronic papers from the Services immediately and without notice upon the earlier of: (a) expiration of the paper (where you have established an expiration for such paper, not to exceed 365 days); or (b) expiration of the Subscription Term. InkPaper assumes no liability or responsibility for a party’s failure or inability to electronically sign any electronic papers within such a period.

(iii)InkPaper may retain Transaction Data for as long as it has a business purpose to do so.

(e)INKPAPER PAYMENTS

(i)InkPaper  Signature may be ordered with “InkPaper  Payments,” which means functionality that allows you to submit agreements, invoices, and other documents to Signers via InkPaper Signature to facilitate the submission of Signer payment credentials and authorizations directly to payment applications, gateways, processors, and service providers that store, process, or transmit cardholder data as part of authorization or settlement (“Payment Applications”).

(ii)If you use InkPaper Payments you acknowledge and agree as follows:

(a)The payment processing activities facilitated through InkPaper Payments are between a you and a Payment Application or another third party designated by you and not with InkPaper. You are solely responsible for registering and maintaining an account with Payment Applications to facilitate the payment processing via InkPaper Payments and for complying with all agreements, terms of use, or other terms and conditions between you and such Payment Applications. Payment Applications are independent contractors and not agents, employees, or subcontractors of InkPaper. InkPaper does not control the payment methods (i.e., credit card, debit card, ACH transfer etc.) made available by the Payment Applications through InkPaper nor the products or services that are sold or purchased by you via InkPaper Payments. You acknowledge and agree that InkPaper cannot ensure that a Payment Application Signer or third party will complete a payment processing or that it is authorized to do so.

(b)You authorize InkPaper to store, process, and transmit your data as necessary for a Payment Application to facilitate payment processing between you and a third party designated by you. InkPaper Payments will temporarily store information received from you, such as account information for a Payment Application, only to facilitate the payment processing.

(c)You are solely responsible for complying with: (1) any applicable standards developed and published by payment networks (such as Visa, Mastercard, American Express, and any other credit, debit, or electronic funds transfer network), including but not limited to, the current Payment Card Industry Data Security Standard (“PCI DSS”); and (2) all laws and regulations applicable to the payment processing conducted by Customer via InkPaper Payments, including but not limited to, those that may apply to you: in connection with collecting and storing information, including payment credentials about Signers; making adequate, clear, and conspicuous disclosures related to the storage and use of Signers’ payment credentials; and the use of stored payment credentials to collect future payments.

(d)You are solely responsible for all disputes with any Payment Applications or Signers related to or in connection with a payment processing sought to be facilitated via InkPaper Payments, including but not limited to: (1) chargebacks; (2) products or services not received; (3) return of, delayed delivery of, or cancelled products or services; (4) cancelled transactions; (5) duplicate transactions or charges; (6) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (7) the amount of time to complete payment processing.

(e)To the extent applicable to InkPaper in the provision of InkPaper Payments, InkPaper represents that it is presently in compliance, and will remain in compliance, with the current PCI DSS. InkPaper acknowledges that credit and debit card account numbers or related data processed via InkPaper Payments is, as applicable, owned exclusively by you, credit card issuers, the relevant payment networks, and entities licensed to process credit and debit card transactions on behalf of you, and further acknowledges that such information may be used by InkPaper solely to assist the foregoing parties in completing the processing activities described in this TOS.