Effective Date: June 11, 2021
Services are made available to you as an individual or authorized member of an organization with an active Include Software Services account “Services Account”. If a Services Account for which you have been granted authorization is suspended or terminated, your access to the Services may be suspended or terminated without prior notice to you.
B. Additional Terms
In addition to the Master Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and the Master Terms, then the Additional Terms apply in relation to the relevant Service.
Collectively, the Terms: The Master Terms, together with any Additional Terms, form a binding legal agreement between you and Include Software in relation to your use of the Services. Collectively, this legal agreement is referred to below as the “Terms.”
2. Your Agreement to the Terms
BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I ACCEPT” or otherwise accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you,” and “your” apply to you, that entity, and other users accessing the Services on behalf of that entity.3. Changes to the Terms
From time to time, Include Software may change, remove, or add to the Terms, and reserves the right to do so at its sole discretion. In that case, we will post updated Terms and indicate the date of revision. If we believe the modifications are material, we will make reasonable efforts to notify you via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.
4. No Legal Advice
Include Software is not a law firm, does not provide legal advice, and is not a substitute for a law firm. Use of the Services does not constitute legal advice or create an attorney-client relationship.
5. Content Available through the Services
Provided as-is: You acknowledge that Include Software does not make any representations or warranties about the material, data, and information, such as data files, text, computer software, code, music, audio files or other sounds, photographs, videos, or other images (collectively, the “Content”) which you may have access to as part of, or through your use of, the Services. Under no circumstances is Include Software liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable.
You agree that you are solely responsible for your use of Content made available through the Services, including providing proper attribution if required.
6. Content Supplied By You
A. Your Responsibility
You represent, warrant, and agree that no Content posted or otherwise shared by you on or through any of the Services (“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.
The Services may enable you to submit, post, upload, or otherwise make available content such as questions, public messages, ideas, product feedback, comments, and other content that may or may not be viewable by other users (“Community Content”). If you post Community Content, unless we explicitly grant permission otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display that Content throughout the world in any form, media, or technology now known or hereafter developed. You grant us the right to use the name and other information about you that you submit in connection with Community Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the Community Content that you post; (b) the Community Content you post is truthful and accurate, and (c) use of Community Content you post does not violate these Terms or any applicable laws.
Include Software may, but is not obligated to, review Community Content and may delete or remove it, without notice, from any of the Services in its sole discretion.
7. Eligibility And Use Of Services
By registering and/or using any of the Services you represent and warrant that you are the age of majority in your jurisdiction (typically age 18).
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you", "your", and "yourself" in these Terms, except for in this sentence, refer to that organization or entity).
You agree to (a) only provide Include Software current information about yourself, (b) maintain the security of your passwords and identification, (c) promptly update your email address to keep it accurate so that we may contact you, and (d) be fully responsible for all uses of your user account(s). You must not set up any user account on behalf of another individual or entity unless you are authorized to do so.
B. User Accounts
User accounts are configured and managed within a Services Account owned by a Corporation or LLC. Within the Services account, user accounts may be set up and assigned access and permissions based on roles and other criteria.
These Terms require that individuals who have the capability to create and manage user accounts assume responsibility to distribute access and permissions with full awareness that such distribution makes Content available to the user via the Internet, and that the consumption of Content is therefore the responsibility of the user. Include Software fully disclaims any liability for distribution of any Content.C. Termination
Include Software reserves the right to modify or discontinue use of the Services at any time for any reason or no reason at all.
8. Prohibited Conduct
You agree not to engage in any of the following activities:
A. Violating laws and rights
You may not use any Service for any illegal purpose or in violation of any local, state, national, or international laws, or violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.B. Solicitation
You may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation.
You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services, including by uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.
D. Harming others
You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act. You may not intimidate or harass another through the Services.
E. Impersonation or unauthorized access
You may not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Services. You may not use or attempt to use another’s user account or personal information without authorization. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking, password mining, or any other means.
F. Confidentiality and Non Disclosure
All content accessible by or stored by the Services, including but not limited to passwords, credentials, lists, logs, inventions, methods, financial information, documents, contracts, photos, videos, images, and designs that contain information that is not generally known is considered proprietary and confidential to the Services Account owner. This Content is not allowed to be disclosed to or shared with any person or entity without express written permission of the Services Account owner. Any such permission is not granted by use or access to the Services, and must be obtained separately directly by you. By using the Services, you agree to protect and keep such Content confidential at all times. Include Software disclaims any liability for breaches of confidentiality, and your failure to provide the required confidentiality may result both in loss of access to the services as well as personal legal jeopardy.
9. Payment Terms
Some Services are offered for use as Subscriptions. The prices, features, and options of the Subscriptions depend on the Subscription selected. Include Software does not represent or warrant that a particular Subscription will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Service or Subscription without prior notice.B. No Refunds
You will pay Include Software in a timely manner all fees associated with any and all Subscriptions you use. PAYMENTS ARE NON-REFUNDABLE UNLESS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS.
C. Recurring Charges
When you purchase a Subscription, 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 either through the payment method you provide, such as a credit card, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). you must promptly notify Include Software of any change in its invoicing address and must update the payment method account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, YOU AUTHORIZE INCLUDE SOFTWARE OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR (a) THE APPLICABLE SUBSCRIPTION 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 the use of Services are discontinued in accordance with these Terms.
D. Late Fees & Collection Costs
If Include Software does not receive payment from your payment method, you agree to pay all amounts due upon demand. 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 will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Include Software to collect any amount that is not paid when due. Include Software may accept payment in any amount without prejudice to Include Software’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Include Software may not be withheld or offset by you for any reason against amounts due or asserted to be due from Include Software to you.E. Invoices
Include Software will provide billing and usage information in a format we choose, which may change from time to time. Include Software 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. Billing Cycles
Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments. You agree that we may, at our option, accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle and that we may delay obtaining authorization or payment from your payment card issuer or App Store until submission of the accumulated charge(s).
G. Tax Responsibility
All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar taxes imposed by various jurisdictions and the interest and penalties thereon, excluding taxes based on Include Software’s net income (collectively, "Tax", “Taxes”). You 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 Services, the Taxes will be added to the payment and payable to Include Software at the same time as the payment. Taxes shall not be deducted from payments except as required by law, in which case you shall increase the amount payable as necessary so that after making all required withholdings and deductions, Include Software receives and retains, free from any Tax liability, an amount equal to the amount it would have received had no such deductions and withholdings been made. You hereby confirm that Include Software can rely on the name and address set forth in its registration for a Subscription as being the place of supply for Tax purposes. Include Software’s and your obligations under this section shall survive the termination or expiration of these Terms.
10. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDE SOFTWARE OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES) AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INCLUDE SOFTWARE DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY INCLUDE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INCLUDE SOFTWARE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OF THE CONTENT AVAILABLE THROUGH THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INCLUDE SOFTWARE BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN, AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISES IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF INCLUDE SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDE SOFTWARE IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.
Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
To the extent authorized by law, you agree to indemnify and hold harmless Include Software, its employees, officers, directors, affiliates, and agents from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting directly or indirectly from or arising out of your violation of the Terms, your use of any of the Services, and all User Content and Content you make available on any of the Services.
Include Software's name, logos, icons, and other trademarks may only be used with written permission. Other trademarks used on websites are the registered trademarks of their respective owners. Those marks are used for referential purposes only and are not intended to suggest or imply any affiliation with or endorsement by their respective owners. The unauthorized use of any trademark is prohibited.
15. Copyright Complaints
You agree not to submit, upload, post, or otherwise transmit any Content on the Services that violates Include Software's and any other person’s or entities proprietary rights.
Include Software may modify, suspend, or terminate access to all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services may be terminated by Include Software at any time and for any reason.
Your right to access and use the Services terminates automatically upon your breach of any of the Terms.
The disclaimer of warranties, the limitation of liability, and the jurisdiction and applicable law provisions will survive any termination. The license grants applicable to your Content are not impacted by the termination of the Terms and shall continue in effect subject to the terms of the applicable Service. Your warranties and indemnification obligations will survive for one year after termination.
17. Miscellaneous Terms
The Terms are governed by and construed by the laws of the State of Delaware in the United States, not including its choice of law rules.
The parties agree that any disputes between Include Software and you concerning these Terms, and/or any of the Services may only be brought in a federal or state court of competent jurisdiction sitting in the County of New Castle, Delaware, and you hereby consent to the exclusive and personal jurisdiction and venue of such court.
If you are an authorized agent of a government or intergovernmental entity using the Services in your official capacity, including an authorized agent of the federal, state, or local government in the United States, and you are legally restricted from accepting the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For any such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware (excluding its choice of law rules).
Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.
If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Include Software as a result of the Terms or from your use of any of the Services.
These Master Terms and any applicable Additional Terms constitute the entire agreement between you and Include Software relating to this subject matter and supersede any and all prior communications and/or agreements between you and Include Software relating to access and use of the Services.
END MASTER TERMS
ADDITIONAL TERMS - iEsign
These Additional Terms were last updated on March 29, 2021.
"eDocument" means an electronic document submitted to the iEsign Service and is governed by the Uniform Electronic Transaction Act of 1999.
“iEsign” means the electronic signature iEsign Service, which provides online display, delivery, acknowledgment,, electronic signature, and storage services for eDocuments via the Internet.
“Envelope” means an electronic record which contains one or more eDocuments uploaded to the System.
"Authorized User" means a person or agent of an entity who has an active Subscription.
"Account Administrator" means a person designated to manage your Subscriptions.
“Signer” means a person designated by an Authorized User to access, use, or interact with eDocuments sent to such individuals via iEsign.
"Recipient" means an individual or business agent who receives an eDocument.
“System” refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by Include Software or its agents to make available the iEsign Service via the Internet.
“Transaction Data” means the metadata associated with an Envelope, including but not limited to transaction history, logs, sender and recipient names, email addresses, and signature IDs that iEsign may use to generate and maintain a digital audit trail.
"API" means application programming interface, which is a library that allows access to the iEsign Service. 3rd party access to the iEsign API is not included with the iEsign Service Subscription.
2. ADDITIONAL USAGE LIMITATIONS AND YOUR RESPONSIBILITIES
iEsign Service use is conditioned on your acknowledgment of and agreement to the following.
iEsign facilitates the execution of eDocuments between the parties to those eDocuments. Nothing in these Terms may be construed to make Include Software or the iEsign Service a party to any eDocument processed using the iEsign Service, and Include Software makes no representation or warranty regarding the transactions sought to be affected by any eDocument.
You have exclusive control over and responsibility for the content, quality, and format of any eDocument you process using the iEsign Service. Without limitation of the foregoing, every eDocument, together with any messages included within an Envelope that is stored by the iEsign Service is maintained in an encrypted form, and Include Software has no control of or access to their contents except to the extent access is requested in writing and made available by you.
Certain types of agreements and documents may not be legally executed by exclusions in electronic signature laws, for instance, wills and agreements pertaining to family law. Additionally, documents may be subject to specific regulations of various government agencies regarding electronic signatures and electronic records. Include Software is not responsible or liable to determine whether any particular eDocument is subject to an exception to applicable electronic signature laws, or whether it may be legally formed by electronic signatures. Include Software 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, Include Software is not responsible for or liable to produce any of your eDocuments or other documents to any third party.
Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more consumers, for instance, but not limited to 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.
Include Software is not responsible to determine whether any particular transaction involves a “consumer”, and does not furnish or obtain any such consents or determine if any such consents have been withdrawn, nor does it provide any information or disclosures in connection with any attempt to obtain any such consents. Include Software does not provide legal review of, or update or correct any information or disclosures currently or previously given, or provide any such copies or access, or comply with any such special requirements.
You agree to determine whether any “consumer” is involved in any eDocument presented by its Authorized Users for processing, and, if so, to comply with all requirements imposed by law on such eDocuments or their formation.
You agree that your Account Administrator(s) has authority to provide Include Software with and accept from Include Software any required authorizations, requests, or consents on your behalf with respect to your User Account, and agree it is solely your responsibility for the accuracy and appropriateness of instructions given by you to Include Software in relation to the Services, including without limitation instructions through its Service Account as made by the assigned Account Administrator.
iEsign APIs may not be used directly by you or third parties but may be made available separately at Include Software's sole discretion under a separate Subscription.3. eDOCUMENT STORAGE AND DELETION
A. Sending And Storage
During the Term, iEsign will send and store eDocuments per these Terms of the Subscription. However, iEsign may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of iEsign. You, through your Account Administrator(s), may retrieve and store copies of eDocuments for storage outside of the System at any time during the Subscription Term when you are in good financial standing under these Terms and may delete or purge eDocuments from the System at your own discretion.
B. Incomplete eDocuments
Include Software may, at its sole discretion, delete incomplete eDocuments from the System immediately and without notice upon the earlier of (a) expiration of the Envelope (where you have established an expiration for such Envelope, not to exceed 365 days); or (b) expiration of the Subscription Term. iEsign assumes no liability or responsibility for a party’s failure or inability to electronically sign any eDocuments within such a period of time.
Include Software may delete your Service Account and data, including without limitation eDocuments (whether complete or not), upon the expiration or termination of the Subscription.
D. Retention of Transaction Data
Include Software may retain Transaction Data for as long as it has a business purpose to do so.4. INFORMATION SECURITY AND PERSONAL DATA
A. Your Responsibilities
iEsign provides you with certain features and functionalities that you may elect to use, including the ability to retrieve and delete eDocuments. You are responsible for properly configuring iEsign, for using and enforcing controls available in connection with iEsign, including any security controls, and taking such steps in accordance with the functionality of iEsign that you deem adequate to maintain appropriate security, protection, deletion, and backup of your Data. This includes controlling the management of Authorized Users’ access and credentials, controlling your data that is processed by iEsign, and controlling the archiving or deletion of eDocuments. You acknowledge that Include Software has no obligation to protect your data, including personal data, that you elect to store or transfer outside of iEsign, for instance offline, on-premise, or third-party cloud storage.
B. Information Security
iEsign will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of your data.5. ACCOUNTS & ORGANIZATIONAL ADMINISTRATION
Each user account is associated with a single email address. If the domain of the primary email address associated with a user account is owned by a business or other organization and was assigned to you as an employee, contractor, or agent of that entity, for instance, email@example.com or firstname.lastname@example.org, you grant that entity and its Service Account Administrator(s) permission to identify Service Accounts created with an Entity Email Address and restrict or terminate access to an user account created with an entity email address. You acknowledge and agree that Include Software may assist the entity with such administration.6. SUBSCRIPTIONS & PRICES
The prices, features, and options of iEsign depend on the Subscription selected by you as well as any changes you have requested and enabled. For example, if you add Authorized Users, Include Software will charge the applicable subscription amount for each additional Authorized User, or if you send more Envelopes than are included in your Subscription, Include Software may charge for additional envelopes or assign You to a new Subscription. You may also purchase optional services on a periodic or per-use basis. Include Software may change the prices for or alter the features and options in a particular Subscription without notice.
END ADDITIONAL TERMS - iEsign
Include Software | 300 SW 1st Avenue | Suite 155 | Fort Lauderdale, Florida 33301