|
Welcome to the eSignSystems, a division of Wave Systems Corp. (“eSignSystems”, “we” or “us”), web-based electronic document storage database (the "SmartSAFE"). We provide electronic signature and document storage services (the "Services") to certain banks, financial institutions and other entities with whom you may wish to enter into transactions ("Businesses"). The SmartSAFE may store agreements, instruments and related documents (collectively, "Your Documents") that have been or may be entered into between you (using the SmartSignature Software) and Businesses that use our Services. These provisions as well as our eSignSystems Services Privacy Statement (collectively, the "SmartSAFE Terms") set forth the terms and conditions upon which you may access Your Documents in the SmartSAFE.
Please read these SmartSAFE Terms carefully. If you do not agree to all of these SmartSAFE Terms, we do not permit your use of and access to the SmartSAFE. These SmartSAFE Terms may have changed since the last time you accessed the SmartSAFE. Any breach by you of any of the SmartSAFE Terms will automatically terminate this agreement and your permission from us to use the SmartSAFE.
User Password. You will be required to provide your user name and password each time you access the SmartSAFE. Although we will handle your password and all personally identifiable information submitted to us or otherwise collected by us in accordance with the terms of our eSignSystems Services Privacy Statement, you shall be solely responsible for the security of any password and user name issued to you and we shall have no liability for the theft or misuse of any such information.
Access and Use. Provided that you comply with all of these SmartSAFE Terms, you may access the SmartSAFE for the limited purposes of viewing, downloading and printing Your Documents. Any and all disclosure, use and other obligations contained within or that relate to Your Documents shall be between you and the applicable Business or other third party. You may not:
- Redistribute, retransmit, republish, copy, duplicate, download or otherwise
use or exploit any content (other than Your Documents) on the SmartSAFE
except for purposes permitted by these SmartSAFE Terms;
- Delete, modify or attempt to change or alter any of the content on the
SmartSAFE as it is displayed on the SmartSAFE;
- Use any device, software or routine that interferes with the proper
functioning of the SmartSAFE or take any other action that interferes with other
parties’ use of the SmartSAFE;
- Use the SmartSAFE or its content in any manner inconsistent with or in
violation of any applicable laws or regulations;
- Use any “robot”, “spider” or other automatic or manual device or process
for the purpose of compiling information on the SmartSAFE; or
- Provide access to the SmartSAFE Site through any hyperlink or other link
from any web site nor may you frame the Site within or as a portion of any
other web site or page.
Disclaimer of Warranties; "AS IS".
THE SMARTSAFE AND ALL CONTENT, MATERIALS, INFORMATION AND SERVICES PROVIDED ON OR THROUGH THE SMARTSAFE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SIGNONLINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. SIGNONLINE MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SMARTSAFE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR IS OR WILL BE SECURE AND FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT; (B) THE CONTENT IN THE SMARTSAFE WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, ACCURATE OR APPLICABLE TO YOUR CIRCUMSTANCES; (C) THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE SMARTSAFE WILL BE ACCURATE OR RELIABLE; (D) THE SMARTSAFE OR THE SERVICES, OR ANY PORTION THEREOF, COMPLY WITH ANY OR ALL FEDERAL, STATE OR OTHER LAWS PERTAINING TO DIGITAL OR ELECTRONIC SIGNATURES; (E) ANY OR ALL AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS ENTERED INTO USING THE SERVICE OR CONTAINED WITHIN THE SMARTSAFE WILL BE VALID, BINDING OR OTHERWISE LEGALLY EFFECTIVE; AND/OR (F) THE SMARTSAFE OR TRANSACTIONS ENTERED INTO USING THE SERVICES WILL BE FREE FROM FRAUD, MISREPRESENTATION AND/OR MANIPULATION.
Limitation Of Liability. IN NO EVENT SHALL SIGNONLINE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, THE SMARTSAFE OR ANY SERVICES PROVIDED IN CONNECTION WITH THE SMARTSAFE, EVEN IF SIGNONLINE WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE AND/OR EVEN IF ANY REMEDY AVAILABLE TO YOU FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT OR SYSTEM, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOUR ACCESS TO THE SMARTSAFE IS PROVIDED AS A SERVICE ONLY TO THE APPLICABLE BUSINESS THAT USES OUR SERVICES AND WE SHALL HAVE NO OBLIGATION OR DUTY TO YOU OTHER THAN AS SET FORTH IN THE SIGNONLINE SERVICES PRIVACY STATEMENT OR AS MAY BE REQUIRED BY LAW NOTWITHSTANDING THE FOREGOING.
Indemnification. You
agree to indemnify and hold harmless SignOnline from and against any and
all liability, claims, causes of actions, losses, damages, costs and expenses,
including but not limited to, attorneys fees, costs of suit, costs of
investigation and costs of enforcement of this provision arising out of
your breach of any of these SmartSAFE Terms.
Indemnification. You agree to indemnify and hold harmless eSignSystems from and against any and all liability, claims, causes of actions, losses, damages, costs and expenses, including but not limited to, attorneys fees, costs of suit, costs of investigation and costs of enforcement of this provision arising out of your breach of any of these SmartSAFE Terms.
Intellectual Property Rights. The SmartSAFE (including the “look and feel” of the SmartSAFE) is the property of eSignSystems, or of third parties as indicated, and is protected by U.S. copyright and international treaties. All product names, names of services, trademarks and service marks ("Marks") are the property of eSignSystems, or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by these SmartSAFE Terms. All rights not expressly granted to you are reserved.
Privacy. eSignSystems will treat any information it collects from you in accordance with the eSignSystems Services Privacy Statement.
General. eSignSystems may modify these SmartSAFE Terms from time to time and at any time, such modifications to take effect immediately upon the posting thereof on the SmartSAFE. The terms of this Agreement are severable to the extent any term is deemed invalid, illegal, or unenforceable.
The failure of eSignSystems to enforce any term or condition of these SmartSAFE Terms shall not be deemed a waiver thereof and shall not prevent its later enforcement. These SmartSAFE Terms and Conditions shall be construed and governed exclusively by the laws of the Commonwealth of Massachusetts, excluding the application of its conflict of law provisions and rules. Any dispute, controversy or claim arising out of or relating to these SmartSAFE Terms and Conditions or a breach of these SmartSAFE Terms and Conditions shall be settled by arbitration before three neutral arbitrators (selected from a panel of persons having experience with and knowledge of the computer business), provided at least one of which arbitrators shall be an attorney, and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Boston, Massachusetts. Any provisional or equitable remedy which would be available from a court of law shall be available from the arbitrators to the parties. Judgment upon the award of the arbitrators may be enforced in any court having jurisdiction thereof. The Parties hereby consent to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts or to any Federal Court located within the Commonwealth of Massachusetts for any action (i) to compel arbitration, (ii) to enforce the award of the arbitrators or (iii) prior to the appointment and confirmation of the arbitrators, for temporary, interim or provisional equitable remedies, and to service of process in any such action by registered mail, return receipt requested, or by any other means provided by law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Contact Information. If you have any questions regarding these SmartSAFE Terms or the SmartSAFE, please contact us at support@wavesys.com
Any information sent to eSignSystems via email is not secure and is sent on a non-confidential basis and will be handled by us in accordance with our Site Privacy Statement.
Acknowledgment. By accessing and using the SmartSAFE you acknowledge (a) that you have read and understood these SmartSAFE Terms (including without limitation the eSignSystems Services Privacy Statement); and (b) that these SmartSAFE Terms have the same force and effect as a signed agreement. |