Terms and Conditions

These Terms and Conditions (these “Terms” or this “Agreement”) govern access to and use of the CounterSign website, mobile application, products and services (collectively, the “Countersign Services”) provided by CounterSign, LLC (“CounterSign”, “we” or “us”) to you. ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.

  1. ACCEPTANCE OF TERMS

    The CounterSign Services are offered subject to your acceptance of the terms and conditions contained in this Agreement and all other policies and procedures that may be published from time to time by CounterSign relating to the CounterSign Services. By accessing, signing up for and/or using the CounterSign Services in any manner you agree to these Terms. If you do not agree to these Terms, you may not access or use the CounterSign Services.

  2. LICENSE TO USE THE COUNTERSIGN SERVICES

    1. Ownership and Rights to Use the CounterSign Services. Subject to your compliance with this Agreement, CounterSign grants to you a limited, personal, non-exclusive, non-transferable, revocable right to use and access the CounterSign Services; and you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from or through the CounterSign Services without the prior written consent of CounterSign. Neither these Terms nor your access to and/or use of the CounterSign Services transfers to you and/or any third party any rights, title or interest in any intellectual property rights related
      to the CounterSign Services.
    2. Reservation of Rights. The CounterSign Services are protected by applicable intellectual property laws. Subject to the limited rights expressly granted hereunder, CounterSign and/or its third-party providers, licensors, and suppliers reserve all right, title and interest in and to the CounterSign Services, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
  3. USE OF SERVICES

    1. Use of Services and Availability. CounterSign retains the right, in its sole discretion, to deny access to and/or use of the CounterSign Services to anyone at any time for any reason. The CounterSign Services may be unavailable from time to time. You understand and agree that there may be interruptions to the CounterSign Services and/or use of and/or access to your Account due to circumstances both within our control (such as routine maintenance) and outside of our control. You are solely responsible for ensuring that your access to and use of the CounterSign Services is in compliance with all laws, rules and regulations applicable to you and the right to access and use the CounterSign Services is revoked where your access to and/or use of the CounterSign Services is prohibited. Further, the CounterSign Services are offered only for your use, and not for the use or benefit of any third party.
    2. Creating an Account. To sign up, access or use the CounterSign Services, you must create an account (an “Account”). You agree that CounterSign will not be liable to you or any third party for any suspension or termination of your Account or any refusal of any access to and/or use of the CounterSign Services. You must provide accurate and complete information and keep your Account information updated. You are solely responsible for maintaining the security of your Account, and are fully responsible for all activities relating to your Account. Your Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate these Terms we may terminate your account
      immediately. You must immediately notify CounterSign of any unauthorized uses of your Account or any other breaches of security. CounterSign will not be liable for any acts and/or omissions by you, including without limitation any damages of any kind incurred as a result of such acts and/or omissions.
    3. Restricted Activities. As a condition to your right to access and/or use the CounterSign Services, you shall not (and shall not permit or encourage any third party to) do any of the following, in whole or in part: (a) copy or reproduce any part of the CounterSign Services (such as by screen scraping); (b) sell, assign, lease, lend, rent, distribute, or make available any part of the CounterSign Services to any third party; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, any part of the CounterSign Services; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in any part of the CounterSign Services; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any part of the Countersign Services; (f) make a derivative work of any part of the CounterSign Services, or use any part of the CounterSign Services to develop or create any service, product, or content that is the same as (or substantially similar to or competitive with) any part of the CounterSign Services; (g) publish or transmit any “robots” or “spiders” (such as web crawlers), virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt any part of the CounterSign Services; (i) take any action that imposes or may impose (at Countersign’s sole discretion) an unreasonable or disproportionately large load on any part of the CounterSign Services’ infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of any part of the CounterSign Services; and/or (j) use any part of the CounterSign Services to infringe, misappropriate or violate any third party’s intellectual property rights or any law, rule or regulation.
  4. PAYMENT

    1. Billing. You can purchase a monthly or annual plan and your credit card on file will be charged on a recurring basis. All fees, expenses and taxes due hereunder will be paid in U.S. dollars. When you sign up for a paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan, and your subscription will automatically renew at the end of the subscription term unless you cancel as further set forth below. Prices for the CounterSign Services are subject to change at any time for any reason.
    2. Cancellation Policy. The subscription cost and any fees are non-refundable and non-creditable, except where required by law. CoverSign subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). We must receive notice of any cancellations at least 14 days prior to the last date of your current subscription term. Once your cancellation is effective, you will be downgraded to a free plan and will lose all paid features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
    3. Free Account. CounterSign offers a free account that with limited usage rights. Any free account may be cancelled at any time by us for any reason.
    4. Failed Charges; Suspensions. If your credit card on file is closed or the Account information is changed, or if, for any reason, a charge is rejected, you shall immediately update your Account or supply a new payment method. CounterSign shall not be obligated to provide any Countersign Services until all applicable fees are paid in full. CounterSign may also suspend your access to the CounterSign Services for any reason, including if it determines that: (a) you have breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other parties, or to preserve the security, stability or availability of the CounterSign Services.
  5. CONTENT AND DATA

    1. User Data. All content and any document you upload, create, submit, distribute, and/or post to the CounterSign Services, including but not limited to, document layouts, source code, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, personalization settings and other information or content which is provided to CounterSign or uploaded by you (collectively, “User Data”) whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Data. CounterSign has no responsibility and/or liability for the deletion or accuracy
      of any User Data; the failure to store, transmit or receive transmission of User Data; or the security, privacy, storage or transmission of other communications originating with or involving use of the CounterSign Services. You hereby grant CounterSign a worldwide, perpetual, non-exclusive, royalty-free, perpetual, irrevocable, assignable, sub-licensable, transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the User Data for purposes of providing the CounterSign Services. You alone are responsible for User Data, and if published, it cannot always be withdrawn. You represent that you own, and/or have the necessary
      permissions to use and authorize use of User Data as described in these Terms.
    2. Content Provided by Others. The Services may contain User Data provided by other users and/or third parties. Please carefully choose the information that you post on, through and/or in connection with the CounterSign Services. You assume all risks associated with User Data, including anyone’s reliance on its quality, accuracy, and/or reliability by you. We are not responsible for and do not control such User Data. CounterSign disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the CounterSign Services to other users. It is your responsibility to ensure that users to whom you submit personally identifiable or confidential information will take
      appropriate security and non-disclosure measures.
    3. Prohibited User Data. You agree that you will not under any circumstances transmit any User Data that: (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens, or incites violence towards any individual or group; (iii) is pornographic or discriminatory on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation; (v) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the functioning of any software, hardware, or telecommunications
      equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights; (vii) impersonates any person or entity; or (viii) violates the privacy of any third party.
    4. Disclosures. Nothing in these Terms prevents CounterSign from disclosing User Data to the extent required by law, subpoenas, or court orders.
    5. Availability of Content. We do not guarantee that any content will be made available on the CounterSign Services. We reserve the right to, but do not have any obligation to, (i) remove, edit and/or modify any content in our sole discretion, at any time, without notice to you and for any reason, and/or for no reason at all and (ii) remove or block any content from the CounterSign Services.
  6. FEEDBACK

    If you elect to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to CounterSign (collectively, “Feedback”), you hereby grant CounterSign a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits CounterSign’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

  7. ELECTRONIC SIGNATURE SERVICE

    You acknowledge and agree that: (i) as between you and Countersign, you have exclusive control and responsibility for the content of all content and documents that Customer uploads into the CounterSign Services; and (ii) certain types of documents, agreements, or contracts may be excluded from general electronic signature laws, or may have specific regulations that are applicable to them; and, (iii) you are solely responsible for ensuring that the documents, agreements or contracts you use with the CounterSign Services are appropriate for electronic signatures, and CounterSign is not responsible or liable for any such determination or use; and, (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers. You are solely responsible for ensuring compliance with all such laws/regulations, and CounterSign has no obligations to make such determination or assist with fulfilling any requirements therein. CounterSign does not offer any legal advice, legal opinions, recommendations, and/or counseling. CounterSign is not involved in agreements between you and any other third party.

  8. CHANGES TO TERMS

    We may make changes to this Agreement and our other policies and procedures from time to time, in our sole discretion. We will notify you of any changes to this Agreement by posting the updated Agreement on our website. Any changes to our policies or procedures shall be incorporated herein. It is your responsibility to review this Agreement frequently and to remain informed of any changes to them. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances including but not limited to sending you an email informing you of the changes and/or by posting notice of the changes on CounterSign’s website or through the CounterSign Services. If you do not agree with the changes or modifications, you shall not use the CounterSign Services after the effective date of the changes. The most current version of the Terms will supersede all earlier versions. You agree that your continued use of the CounterSign Services after such changes have been published will constitute your acceptance of such revised Terms, policies or procedures.

  9. TERM; TERMINATION

    Subject to this Section, these Terms will remain in full force and effect while you access and/or use the CounterSign Services. We may terminate your Account or your access to or use of all or any part of the CounterSign Services at any time, with or without cause, and with or without notice, effective immediately and without liability, which may involve deletion of your User Data from our databases. You agree that CounterSign will not be liable to you or to any third party for such removal. If you wish to terminate your Account, you may do so by notifying us. CounterSign will not have any liability whatsoever to you for any termination of your Account or deletion of your User Data.

  10. DISCLAIMER OF WARRANTIES

    THE COUNTERSIGN SERVICES ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND AT YOUR SOLE RISK, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY COUNTERSIGN AND ITS LICENSORS AND SUPPLIERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COUNTERSIGN OR A COUNTERSIGN REPRESENTATIVE, SHALL CREATE A REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION. IN ADDITION, NEITHER COUNTERSIGN NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY PART OF THE COUNTERSIGN SERVICES; (B) THAT YOUR USE OF, OR RELIANCE UPON, ANY PART OF THE COUNTERSIGN SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) THAT THE COUNTERSIGN SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

  11. LIMITATION OF LIABILITY.

    IN NO EVENT SHALL COUNTERSIGN AND/OR ITS OFFICERS, AGENTS, OWNERS, DIRECTORS, EMPLOYEES, PARTNERS OR CONTRACTORS BE LIABLE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COUNTERSIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND/OR (II) ANY BUGS, VIRUSES, TROJAN HORSES, AND/OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY COUNTERSIGN AND/OR ITS OFFICERS, AGENTS, OWNERS, DIRECTORS, EMPLOYEES, PARTNERS OR CONTRACTORS. IN STATES THAT DISALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, COUNTERSIGN’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. COUNTERSIGN’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE COUNTERSIGN SERVICES IS LIMITED TO THE AMOUNT PAID BY YOU TO COUNTERSIGN IN CONNECTION WITH THE COUNTERSIGN SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION ON LIMITATION OF LIABILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY COUNTERSIGN 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.

  12. INDEMNITY

    You agree to defend, indemnify, and hold CounterSign, our affiliates, officers, directors, employees, suppliers, contractors, partners, consultants and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to: (a) your access to and use of the CounterSign Services; (b) your violation of these Terms; (c) your infringement of any intellectual property or other right of any person or entity; or (d) any products or services you purchase or obtain from us.CounterSign retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. CounterSign reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CounterSign and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. CounterSign will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

  13. THIRD-PARTY LINKS.

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

  14. MISCELLANEOUS

    1. Entire Agreement. This Agreement represents the entire agreement between you and CounterSign with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and CounterSign with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding contained in the CounterSign Services, or marketing material.
    2. Publicity. You agree that we may reference you as our customer, and that we may reasonably use, on a royalty-free basis, your trademark and/or logo for such purpose.
    3. Aggregate Data Collection. You agree that CounterSign will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by CounsterSign which CounterSign may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve CounterSign’s products and services and to create and distribute reports and other materials). For clarity, CounterSign will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify you or other end users, and that is stripped of all persistent or personal identifiers.
    4. Governing Law. Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the CounterSign Services will be governed by the laws of the State of Texas, excluding its conflict of law provisions.
    5. Arbitration. Any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules (“Rules”) of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Travis County, Texas, and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. You can opt-out and decline this agreement to arbitrate by contacting CounterSign within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted these Terms).
    6. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. In the event any litigation should arise between you and CounterSign in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COUNTERSIGN WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
    7. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT OR USE OF THE COUNTERSIGN SERVICES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
    8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
    9. Notices. Any notice or communication under these Terms must be in writing. CounterSign may send notices to the email addresses on your account or to your last-known postal address. CounterSign may also provide operational notices regarding the CounterSign Services or other business-related notices through conspicuous posting of the notice through the CounterSign Services. Each party consents to receiving electronic notices.
    10. Assignment. You may not assign your rights under these Terms to any other party without CounterSign’s express prior written consent; CounterSign may assign its rights under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
    11. Force Majeure. Except for payment obligations, neither party shall be responsible for any failure to perform any obligation hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond that party’s reasonable control.
    12. Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Data, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability and arbitration provisions.
    13. No Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.

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