(as of September 1, 2011)
THIS WEB PAGE CONTAINS A LEGAL DOCUMENT (“AGREEMENT”) BETWEEN YOU THE USER AND REAL
ESTATE DIGITAL, LLC, THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH
YOU MAY USE THE RDOCS WEB SITE (“THE SITE”). PLEASE READ THIS AGREEMENT
CAREFULLY BEFORE ACCESSING AND USING THE SITE. ALL MATERIALS, SERVICES AND INFORMATION
PROVIDED ON AND THROUGH THE SITE SHALL BE USED SOLELY IN ACCORDANCE WITH THE FOLLOWING
TERMS AND CONDITIONS. BY USING AND ACCESSING THE SITE YOU INDICATE THAT YOU HAVE
READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU
DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE SITE. REAL ESTATE DIGITAL,
LLC. RESERVES THE RIGHT TO CHANGE THE AGREEMENT FROM TIME TO TIME AT ITS SOLE DISCRETION.
USE OF THE SITE IS SUBJECT TO THE MOST CURRENT VERSION OF THE AGREEMENT, AS DENOTED
BY THE DATE, POSTED ON THE SITE AT THE TIME OF USE. YOU SHOULD VISIT THIS WEB PAGE
PERIODICALLY TO REVIEW THE AGREEMENT. WEB SITE TERMS AND CONDITIONS
The following terms and conditions of this Agreement are made and become effective
as of the date on which this Agreement is executed by and between REAL ESTATE DIGITAL,
LLC. (RED), a Delaware limited liability company, and you the individual subscribing
to the Site (hereinafter referred to as the “User”). Execution is considered complete
when User clicks the “Accept” button at the end of this document.
RED has developed and owns the certain rDocs Web site (the “Site”) and
the functionality thereof, and makes available for use on this Site information,
documents, software, services and products (collectively, the “Materials”) supplied
by RED or other third parties (hereinafter referred to collectively as “Providers”)
and subject to the terms and conditions set forth in this Agreement.
RED hereby grants User a non-exclusive, non-transferable and revocable limited license
to access and use the Site and applicable Materials in accordance with this Agreement
solely for the benefit of User. RED may terminate this license for convenience at
any time without notice. User shall abide by all applicable local, state, national
and foreign laws, and regulations in connection with the Site and Materials. No
part of the Site may be reproduced, republished, copied, transmitted or distributed
in any form or by any means.
The Materials on this Site, as well as, the design and layout of this Site, are
protected by copyright and/or other intellectual property laws and any unauthorized
use of the Materials and this Site as described in the preceding paragraph may violate
such laws. Except as expressly provided herein, RED and its Providers do not grant
to Users of the Site any express or implied right to User under any patents, copyrights,
trademarks, or trade secret information with respect to the Site and Materials.
The site is to be used for lawful and appropriate purposes. User may not transmit,
retransmit or store Materials in violation of any federal or state laws or regulations,
including, but not limited to, obscenity, indecency, defamation or material infringing
trademarks or copyrights. User may not abuse or fraudulently use the Site nor allow
nor permit such use by others.
RED may interrupt or terminate User’s access to the Site or Materials:
- if User does not honor any provision of the Agreement (including payment obligations),
- if User uses the Site in a manner that adversely affects service to other customers
or harasses RED’s customers or employees,
- if User uses the Site to engage in fraud or unlawful conduct or is suspected of
doing so, or
- if User provides false information on User’s registration form or impersonates another
person at any point.
If User violates such terms, RED may, without prior notice, ban User from any and
all Materials and the Site, terminate User’s subscription and take any other action
RED deems appropriate in its sole discretion. RED is not liable for any damages
of any nature suffered by User or any third party resulting in whole or in part
from RED exercising its rights under this Agreement. RED has no practical ability
to monitor all conduct, communications, or content that might violate this Agreement
prior to its transmission over the RED network but may do so at its discretion.
Therefore, RED does not assume liability for its failure to terminate such violations.
RED agrees to provide standard e-mail support during RED’s normal business hours
of 8:00 A.M. to 7:00 P.M. Central Time. RED reserves the right charge time and materials
to resolve User issues that are not resolved in a timely manner due to User’s negligence.
ADMINISTRATION AND PROTECTION OF ACCOUNT AND PASSWORD
User represents and warrants that the registration information provided is true
and accurate. Upon receipt and approval of User’s registration information, RED
will issue the necessary login account number and/or password as applicable. User
is responsible for maintaining the confidentiality of its account number and/or
password. User is responsible for all uses of its account, whether or not actually
or expressly authorized by User. User agrees that it will not use or permit the
Site to be used in any manner, whether directly or indirectly, that would enable
User's customers or any third party or entity to use the Site. Further, Client shall
not provide access to or otherwise make available the Site in any form to any third
ALL MATERIALS ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT
LIMITING THE FOREGOING, RED AND ITS PROVIDERS MAKE NO WARRANTY THAT (i) THE SITE
AND MATERIALS WILL MEET USER’S REQUIREMENTS, (ii) THE SITE AND MATERIALS WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, AND (iv)
THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER
FROM THE SITE WILL MEET USER’S EXPECTATIONS.
This Site may contain links to third-party Web sites that are not under the control
of RED. RED makes no representations whatsoever about any other Web site to which
User may have access through this Site. When User accesses a non-RED Web site, User
does so at User’s own risk and RED is not responsible for the accuracy or reliability
of any information, data, opinions, advice, or statements made on these sites or
for the quality of any products or services available on such sites. RED provides
these links merely as a convenience and the inclusion of such links does not imply
that RED endorses or accepts any responsibility for the content or uses of such
The use of the services or the downloading or other acquisition of any Materials
through the site is done at User’s own discretion and risk and with User’s agreement
that User will be solely responsible for any damage to User’s computer system or
loss of data that results from such activities. No advice or information, whether
oral or written, obtained by User from RED or through or from the Site shall create
any warranty not expressly stated in this Agreement.
PERSONAL INFORMATION AND PRIVACY
To learn about how RED protects User personal information, such as User’s name and
information or material sent to RED will generally be deemed to NOT be confidential.
User agrees to indemnify and hold RED, and its parent, subsidiaries, affiliates,
officers, agents, or other partners, and employees, harmless from any and all liabilities,
claims, demands and expenses, including reasonable attorneys' fees, due to or arising
out of User’s use or misuse of the Site, any services therein, or for infringement
by User of intellectual property rights or other rights of any third party. RED
may assume exclusive control of any defense or any matter subject to indemnification
by User and User agrees to cooperate with RED in such event.
LIMITATION OF LIABILITY
IN NO EVENT SHALL RED, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, PROVIDERS,
AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO USER OR ANY
THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA
OR PROFITS, WHETHER OR NOT RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF
THIS SITE OR ANY WEB SITE REFERENCED OR LINKED TO OR FROM THIS SITE, OR ANY SERVICES
OR MATERIALS PROVIDED OR AVAILABLE HEREUNDER.
GOVERNING LAW AND JURISDICTION
This Site (excluding linked sites) is controlled by RED from its offices within
the state of California, United States of America. By accessing this Site, User
and RED agree that all matters relating to User’s access to, or use of, this Site
shall be governed by the statutes and laws of the State of Florida.
The trademarks, logos and service marks ("Marks") displayed on this Site are the
property of RED or other third parties. You are not permitted to use the Marks without
the prior written consent of RED or such third parties which may own the Marks.
RED may assign this Agreement to another entity without any advance consent from
or notice to User. User may not assign this Agreement without the consent of RED.
NO WAIVER; SEVERABILITY
If RED does not enforce any right or remedy available under this Agreement, that
failure is not a waiver. If any part of this Agreement is held invalid or unenforceable,
the remainder of this Agreement will remain in force.
Upon the demand of either party hereto, any action or proceeding seeking to enforce
or to interpret any provision of this Agreement or any right or obligation, including,
without limitation, any statutory right or obligation, of any party under or pursuant
to this Agreement or arising out of RED’s relationship hereunder with User, shall
be determined exclusively by arbitration conducted by and under the rules of the
American Arbitration Association; provided, however, that arbitration shall, at
RED’s option, not be required in any action or claim by RED which includes a request
for injunctive, equitable, or other emergency relief.
If you access the rDocs eSign features, the following applies:
TERMS AND CONDITION OF USE
BY USING THE ESIGNONLINE®
SOFTWARE, YOU ARE INDICATING YOUR ASSENT TO THE TERMS AND CONDITIONS OF USE AS
SET FORTH BELOW. USE OF THE SOFTWARE IS SUBJECT TO YOUR ASSENT TO TERMS BELOW.
THE SUBSCRIPTION SERVICES DESCRIBED IN THIS TERMS AND CONDITION OF USE ARE
REQUIRED FOR THE OPERATION OF THE SOFTWARE. YOU SHOULD READ ALL THE TERMS AND
CONDITIONS OF USE CAREFULLY. YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR
NOT ACCEPT THE TERMS AND CONDITIONS OF USE. THIS TERMS AND CONDITIONS OF USE
REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND TECHNOLOGIC LLC, dba
GOPAPERLESS SOLUTIONS ("GOPAPERLESS"), REGARDING YOUR USE OF THE
SOFTWARE (AS DEFINED BELOW), AND IT SUPERSEDES ANY PRIOR PROPOSAL,
REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
IF YOU AGREE TO BE BOUND BY
ALL THE TERMS AND CONDITIONS OF USE, CLICK THE "I ACCEPT"
BUTTON INDICATED BELOW AND BEGIN USE OF THE SOFTWARE.
IF YOU DO NOT AGREE TO BE
BOUND BY ALL THE TERMS AND CONDITIONS OF USE, GOPAPERLESS IS UNWILLING TO GRANT
YOU ANY RIGHTS TO USE THE SOFTWARE, AND YOU MUST STOP USING THE SOFTWARE AND
INDICATE YOUR REJECTION OF THE TERMS AND CONDITIONS OF USE BY CLICKING THE
"I DON"T ACCEPT" BUTTON. FURTHER, YOU MUST DISCONTINUE YOUR
USE OF THE SOFTWARE IMMEDIATELY AND DESTROY ALL COPIES OR PORTIONS THEREOF OF
THE SOFTWARE. NOTWITHSTANDING THE FOREGOING, USING THE SOFTWARE INDICATES YOUR
ACCEPTANCE OF THE LICENSE TERMS.
a registered user of rDocs, a forms and transaction management tool provided by
Real Estate Digital (RED). RED and GoPaperless have entered into an agreement
whereby GoPaperless licenses to RED the use of the eSignOnline software program
for its members. You acknowledge and agree that you must have been granted the
right by RED to access this software by being a member in good standing with RED.
You agree to be bound by this Terms and Conditions of Use as well as any
changes or amendments hereto.
means an active member in good standing with RED.
- “Deactivate" means
terminating your access to all aspects of the Software.
Date" means the date you click "I ACCEPT" and this Terms
and Conditions of Use becomes effective.
- "Legal Forms"
means any document that you may independently license from third party
providers or import and incorporate into the Software. The Legal Forms are
not provided in the Software.
means the components of the Software that provide you with the ability to:
(i) use electronic signatures to execute Legal Forms; (ii) transmit and
receive documents via electronic mail; and (iii) save documents locally on
your hard drive.
means the shared server(s) maintained by GoPaperless for purposes of
providing you the access to the software.
- “Password" means
the username and password you have been issued as a member of RED, which
allows GoPaperless to accommodate your access to and Use of the Software.
means the identified eSignOnline® software program, its functionalities
and any related updates or patches supplied by GoPaperless, accompanying
technical data, images, recordings, and other related materials. The
Software expressly does not include any Legal Forms. The parties agree and
acknowledge that to adequately Use the Software, you must separately have
- "eSignOnline® Services"
means the services necessary for the operation of the Software, which
include GoPaperlesss remote hosting services, electronic file storage
services and automated backup functions.
- "Use" means
storing, loading, executing, or displaying the Software on a device.
Documentation" means any instructions or documentation that may
accompany the Software.
GoPaperless will provide you with the ability to upload documents and
capture electronic digital signatures on documents. Certain limits apply including
but not limited to the following:
file size limits
file size limit for all documents uploaded
Ownership and Intellectual
- Rights Reserved by
GoPaperless. This Terms and Conditions of Use grants you limited
rights to Use the Software, which can be revoked in accordance with
Section 5 of this Subscription. You understand and agree that you have no
right to Use the Software except as is set forth in this Terms and
Conditions of Use. The Software is copyrighted by GoPaperless or by third
party suppliers. The Terms and Conditions of Use confer no title or
ownership to you and is not a sale of any rights in the Software. Third
party suppliers are intended beneficiaries in this Terms and Conditions of
Use and may protect their rights in the Software directly against you in
the event of any infringement. GoPaperless retains any and all rights,
title and interest in and to the Software and User Documentation and all
copies thereof, including copyrights, patent, trade secret rights,
trademarks and other intellectual property rights. All rights not
specifically granted in this Terms and Conditions of Use, including
Federal and international copyrights, are reserved by GoPaperless. The
structure, organization and code of the Software are valuable trade
secrets and confidential information of GoPaperless.
GoPaperless™, GoPaperless Solutions™ and eSignOnline™ are trademarks of
Technologic, LLC. No right, license or interest in such trademarks is
granted hereunder, and you agree that no such right, license or interest
shall be asserted by you with respect to such trademarks.
Term & Termination.
- The term of this
agreement shall commence on the first date of your first logging into the
eSignOnline software and shall extend until terminated by you or
- Termination by You.
You may terminate this Terms and Conditions of Use for any reason upon
written notice to GoPaperless. You must notify GoPaperless by email,
letter or facsimile for the termination with a minimum 30 day notice.
- Termination by
GoPaperless. GoPaperless reserves the right to terminate this Terms
and Conditions of Use upon written notice to you for any reason, including
but not limited to 1) you fail to comply with any provision of this agreement;
2) you lack access rights to RED; 3) you are no longer a member in good
standing of RED; 4) RED requests GoPaperless to discontinue your access;
5) the agreement between RED and GoPaperless terminates.
- Effect of Termination. In the event of termination, GoPaperless will deactivate your access to
all aspects of the Software. You must immediately terminate use of the
Software and Services.
- Confidentiality of
Usernames and Passwords. You are solely responsible
for the confidentiality of your Password and Username. You acknowledge
that your Password and Username are designed to protect you and the
integrity of the Software and its associated information. If you believe
the integrity of your Password has been compromised, you are responsible
for immediately taking steps to protect yourself by changing your Password
and correcting any unauthorized changes.
- Security of Your Online
Files. The Software permits you to send copies of your
completed documents to third parties. You are solely responsible for
copying and providing access to your files to third parties. You
acknowledge that the information contained within these files may be
confidential in nature. You are solely responsible for maintaining the confidentiality
of all such information and guaranteeing that the use and disclosure of
such information shall be limited to legal purposes only.
WARRANTY: SOFTWARE. For so long as the Software is
accessible to you, and to the extent GoPaperless has designed the Software
and its components, GoPaperless warrants to you that, for the term of the
subscription, the Software will be free from material defects.
GoPaperless" entire liability and your sole and exclusive remedy under
this subscription for a material defect in the Software shall be the
repair of a material defect in the Software. To the extent the Software is
modified, adjusted, refined or otherwise manipulated in any way by any
entity other than GoPaperless or GoPaperless" authorized agent(s), the
warranties contained in this section shall become immediately null and
DISCLAIMER. THE SOFTWARE, ITS FUNCTIONALITIES, AND THE ESIGNONLINE
SERVICES ARE PROVIDED ON AN "AS IS" WITH ALL FAULTS BASIS AND
WITH NO WARRANTY EXCEPT THE EXPRESS WARRANTY SET FORTH IN THE SECTION
ABOVE. GOPAPERLESS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT,
TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR
PURPOSE. GOPAPERLESS WILL USE COMMERCIALLY REASONABLE EFFORTS TO GUARD
AGAINST VIRUSES IN CONNECTION WITH THE SOFTWARE. NOTWITHSTANDING THE
FOREGOING, WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY AND THE
ENTIRE RISK FOR USING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND
FOR THE INSTALLATION, USE AND RESULTS AND PERFORMANCE OF THE SOFTWARE.
GOPAPERLESS MAKES NO WARRANTY THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE,
ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. GOPAPERLESS MAKES
NO WARRANTY THAT THE DOCUMENTS IN YOUR ACCOUNT WILL BE BACKED-UP PROPERLY
OR SECURE. GOPAPERLESS SHALL NOT BE RESPONSIBLE FOR ANY UNDELIVERABLE OR
UNDELIVERED ELECTRONIC MAIL SENT OR RECEIVED BY THE ELECTRONIC MAIL
FUNCTIONS OF THE SOFTWARE. GOPAPERLESS SHALL ALSO NOT BE RESPONSIBLE FOR
YOUR IMPORTATION OF THE LEGAL FORMS INTO THE SOFTWARE OR YOUR
IMPLEMENTATION OF THE LEGAL FORMS, INCLUDING THE SELECTION OF AN
APPROPRIATE FORM FOR YOUR PARTICULAR STATE AND FACTUAL SITUATION AND YOUR
INSERTION OF CONTENT INTO THE LEGAL FORMS. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY GOPAPERLESS OR GOPAPERLESS" AUTHORIZED REPRESENTATIVES
SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF
IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
YOU TO THE EXTENT PROHIBITED BY SUCH LOCAL LAWS.
1.1. NOTE. EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE,
RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE
TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE UNIFORM
COMPUTER INFORMATION TRANSACTION ACT (OR ANY STATUTORY IMPLEMENTATION OF IT)
AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS ARE SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE
PROVIDED IN CONNECTION WITH THE WARRANTY STATEMENT CONTAINED IN THIS LICENSE.
OPINIONS. GOPAPERLESS IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY
OPINIONS, ADVICE, REPRESENTATIONS OR INFORMATION CONTAINED IN THE
SOFTWARE. GOPAPERLESS BEARS NO RESPONSIBILITY FOR THE CONTENT OF THE
FILES CONTAINED IN YOUR SOFTWARE OR ANY THIRD PARTY"S RELIANCE THEREON.
- DOWNLOADS AND
POSTED DOCUMENTS; VIRUSES. GOPAPERLESS IS NOT
RESPONSIBLE FOR THE FILES CONTAINED IN THE SOFTWARE, AND SPECIFICALLY
DISCLAIMS ANY LIABILITY FOR FILES AND OR DOCUMENTS UPLOADED. GOPAPERLESS"
ONLY LIABILITY WILL BE TO USE REASONABLE EFFORTS TO CORRECT ANY SOFTWARE
DEFECTS WHEN THE PROBLEM IS IDENTIFIED. ALTHOUGH GOPAPERLESS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO GUARD AGAINST VIRUSES, GOPAPERLESS STRONGLY
RECOMMENDS THAT YOU IMPLEMENT YOUR OWN VIRUS AND SPAM PROTECTION SOFTWARE
ON YOUR LOCAL COMPUTER. GOPAPERLESS SHALL HAVE NO RESPONSIBILITY FOR
TROJAN HORSES, WORMS, VIRUSES, TIME BOMBS OR OTHER DAMAGING COMPUTER
PROGRAMMING ROUTINES OR ENGINES CONTAINED WITHIN ELECTRONIC FILES
(COLLECTIVELY REFERRED TO HEREIN AS "VIRUSES" OR
- LEGAL FORMS.
YOU REPRESENT AND WARRANT THAT YOU HAVE A VALID LICENSE TO USE, REPRODUCE
AND DISTRIBUTE THE LEGAL FORMS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE
SOLELY RESPONSIBLE FOR IMPORTING OF THE LEGAL FORMS INTO THE SOFTWARE.
GOPAPERLESS MAKES NO REPRESENTATIONS AND WARRANTIES AS TO THE CONTENT OR
VALIDITY OF THE INFORMATION CONTAINED IN THE LEGAL FORMS NOR DOES IT MAKE
ANY REPRESENTATIONS OR WARRANTIES RELATED TO YOUR USE OR IMPLEMENTATION OF
THE LEGAL FORMS OR AS TO THE QUALITY OR ENFORCEABILITY OF THE RESULTING
WORK PRODUCT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE LAWS VARY WIDELY
FROM STATE TO STATE WITHIN THE UNITED STATES AND COUNTRY TO COUNTRY
OUTSIDE OF THE UNITED STATES. DEPENDING ON HOW YOU USE THE SOFTWARE, YOU
ARE REQUIRED TO COMPLY WITH ALL APPLICABLE LAWS. GOPAPERLESS RECOMMENDS
YOU CONSULT WITH AN ATTORNEY ABOUT THE USE OF THE LEGAL FORMS. YOU SHOULD
FURTHER BE AWARE THAT THERE IS THE POTENTIAL FOR SIGNIFICANT RAMIFICATIONS
THAT RESULT FROM YOUR USE OF THE LEGAL FORMS TO ENTER INTO OR TO
FACILITATE CONTRACTS WITH ELECTRONIC SIGNATURES. GOPAPERLESS FURTHER
RECOMMENDS THAT YOU CONSULT WITH AN ATTORNEY TO CLARIFY ANY NUANCES
SURROUNDING ELECTRONIC SIGNATURES AND THEIR ENFORCEABILITY.
LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT
PROHIBITED BY LOCAL LAW, IN NO EVENT WILL GOPAPERLESS, OR ANY OF ITS
SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, DIRECTORS, OFFICERS, SHAREHOLDERS,
EMPLOYEES, AGENTS, SUPPLIERS, VENDORS, SUCCESSORS OR ASSIGNS BE LIABLE UNDER
ANY THEORY OF LAW OR EQUITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST
REVENUE, LOST DATA, SERVER DOWNTIME COSTS, LOSS OF GOODWILL OR POTENTIAL
BUSINESS AS A RESULT OF THE SOFTWARE NOT BEING ACCURATE, NOT BEING VIEWABLE AT
A PARTICULAR TIME, OR NOT AVAILABLE OR FUNCTIONAL AT ALL, OR COMPUTER OR SERVER
MALFUNCTION OR FAILURE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES OR CLAIM(S) ARISING OUT OF OR
RELATING TO THE USE OF, INABILITY TO USE, OR THE RESULTS OF USE OF THE
SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND
WHETHER OR NOT GOPAPERLESS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO
THE EXTENT ANY CLAIM(S) FOR LIABILITY FOR DAMAGES MAY BE MAINTAINED BY YOU
AGAINST GOPAPERLESS UNDER THESE TERMS, RECOVERY FOR DAMAGES IS EXPRESSLY
LIMITED BY THE MUTUAL AGREEMENT OF THE PARTIES TO ONLY THOSE CLAIMSALLEGING A
BREACH OF THIS LICENSE BY GOPAPERLESS AND/OR GROSS NEGLIGENCE BY GOPAPERLESS IN
PERFORMING ITS OBLIGATIONS OR RESPONSIBILITIES UNDER THE SUBSCRIPTION SERVICES.
NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AMOUNT RECOVERABLE FOR DAMAGES UNDER
THESE TERMS BY YOU FOR AN ALLOWABLE CLAIM AGAINST GOPAPERLESS SHALL BE LIMITED
TO $500.00. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS
AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND
UNKNOWN) THAT MAY EXIST IN CONNECTION WITH OR ARISING OUT OF THESE TERMS. Your
use of the Software is entirely at your own risk. Should the Software prove
defective, you assume the entire cost of all service, repair or correction.
Some jurisdictions do not allow the exclusion or limitation of liability for
incidental or consequential damages, so the above limitation may not apply to
you to the extent prohibited by such local laws.
You shall indemnify, defend
and hold harmless GoPaperless and RED, and their respective subsidiaries,
affiliates, distributors, directors, officers, shareholders, employees, agents,
suppliers, vendors, successors, and assigns from and against any and all
claims, threats, suits, penalties, costs and expenses (including without
limitation, reasonable attorneys" fees, costs and disbursements) that arise
directly or indirectly out of (i) your breach of this Subscription; (ii) your
use or improper or illegal use of the Software, including but not limited to
the transmission of unsolicited bulk e-mail that refers to GoPaperless, the
Software or you (iv) sharing of your Password with others, a third party"s
accessing of the Software or any documents located on your account and/or
making unauthorized or detrimental changes to the information contained there; (v)
any misuse, fraud or violation of any third party"s privacy rights; and (vi)
the use of any Legal Forms you may import into the Software, including but not
limited to any claim that the content infringes upon the intellectual property
rights or other rights of any third party, or is defamatory, libelous, obscene
or otherwise illegal. For purposes of this Section 10, improper use shall
include, but not be limited to, violations of applicable anti-spamming laws or
any violation of any laws and statutes regulating the use of Internet websites,
posting information that contains vulgar or questionable language, that may be
illegal under federal, state or international laws, or may be illicit or
pornographic in nature.
- With specific exception
to the section regarding Termination by you, any and all notices,
demands, or other communications required or desired to be given hereunder
by any party shall be in writing and shall be validly given or made to
another party (i) if personally served, when received; (ii) if transmitted
by email, when received; (iii) if transmitted by facsimile, upon the
generation by the transmitting facsimile machine of a confirmation that
the entire document has been successfully transmitted; (iv) if sent by
recognized courier service on the business day following the date of
deposit with such courier services; or (v) if sent by registered mail,
postage prepaid, return receipt requested, on the third business day
following the date of deposit in the United States mail. All such notices
to GoPaperless shall be addressed as follows:
GoPaperless Solutions / Attn:
2434 Auto Park Way, Suite
201, Escondido, CA 92029
Phone: (866) 913-0628
Fax: (760) 690-9007
- All such notices to you
shall be sent to the email address you provide to GoPaperless during the
registration process. Any party hereto may change its address for purposes
of this paragraph by written notice in the manner provided above.
- All questions
concerning this software shall be directed via electronic mail to: email@example.com
Any dispute arising under or
relating to this subscription shall be determined by arbitration. Except for
any claim seeking the exercise of the injunctive or equitable powers of a court
of competent jurisdiction, any action to enforce or interpret this
subscription, or to resolve disputes with respect to this subscription, shall
be settled by arbitration in accordance with California Code of Civil Procedure
Sections 1280 through 1294.2 and any successor provisions thereto. The
provisions of California Code of Civil Procedure Section 1283.05 regarding the
right to take depositions and obtain discovery shall apply to the arbitration.
Arbitration shall be the exclusive dispute resolution process. Any party may
commence arbitration by sending a written demand for arbitration to the other
parties. Such demand shall set forth the nature of the matter to be resolved by
arbitration. The place of arbitration shall be in the County of San Diego,
California. The arbitration shall be conducted and determined by one (1)
arbitrator, who will be chosen by mutual agreement of the parties. If the
parties fail to reach agreement within sixty (60) days of service of the demand
for arbitration, the arbitrator will be chosen by the Superior Court of the
County of San Diego from its arbitrator panel. The substantive law of the State
of California shall be applied by the arbitrator to the resolution of the
dispute. The parties shall share equally all initial costs of arbitration.
Notwithstanding the foregoing, any fee for initiating arbitration must be paid
by the party initiating the arbitration. The prevailing party shall be entitled
to reimbursement of reasonable attorneys" fees, costs, and expenses incurred in
connection with the arbitration. All decisions of the arbitrator shall be
final, binding, and conclusive on all parties. Judgment may be entered upon any
such decision in accordance with applicable law in any court having jurisdiction
thereof. The arbitrator (if permitted under applicable law) or such court may
issue a writ of execution to enforce the arbitrator"s decision.
The following miscellaneous
provisions shall apply to this Subscription:
- Force Majeure.
Neither party shall be deemed in default or otherwise liable if the
inability or failure to perform its obligations under this agreement arises
out of causes beyond the control and without the fault or negligence of
said party. Such causes may include, but are not restricted to, fire,
earthquake, flood, unusually severe weather, epidemic, quarantine
restrictions, accident, explosion, casualty, strike, lockout, labor
controversy, riot, civil disturbance, insurrection, sabotage,
transportation delay, shortage of raw materials, shortage of energy,
machinery or equipment, act of public enemy, embargo, war, acts of God or
the public enemy, acts of the government (municipal, county, state or
national) in its sovereign or contractual capacity, acts of the judiciary,
any ordinance or law, or any executive, administrative or judicial order
(which order is not the result of any act or omission which would
constitute a default hereunder), or similar cause beyond that party"s
control. If such event continues for more than thirty (30) calendar days,
either party may terminate the agreement upon written notice to the other
- Authority. By accepting this Terms and Conditions of Use you represent that you
maintain full authority to thereby bind the applicable party to all
covenants, duties and obligations contained herein.
- No Assignment or
Transfer. You may not assign or transfer any rights or
obligations hereunder without prior written consent of GoPaperless. Any
such attempted assignment or transfer without GoPaperless"s consent will
be null and void. GoPaperless may terminate this agreement in the event of
any such attempted assignment or transfer. Notwithstanding the foregoing,
the merger, purchase or consolidation of you or your business into, by, or
with any other entity shall not terminate this Subscription. The
provisions of this Subscription shall bind the surviving parties.
- Governing Law. This agreement is governed by and shall be construed in accordance with
the laws of the State of California, USA, to the exclusion of any conflict
of laws principles. All disputes relating to this Subscription will be
brought before the applicable courts in San Diego County, California, USA,
and you irrevocably agree to submit to exclusive personal jurisdiction
therein. The parties agree that the Uniform Computer Information
Transaction Act (or any statutory implementation thereof) and the United
Nations Convention on Contracts for the International Sale of Goods will
not apply with respect to this agreement or the parties" relationship.
- Severability. If any term or provision herein is found or deemed by a court of competent
jurisdiction to be illegal or unenforceable, they shall be severable from
the remainder of this agreement and shall not cause the invalidity or
unenforceability of the remainder of this agreement.
- Waiver. Failure or delay in enforcing any right or provision of this agreement shall
not be deemed a waiver of such right or provision with respect to any
subsequent breach. Provisions herein which by their nature extend beyond
the termination of any license of Software will remain in effect until
- Entire Agreement.
This agreement is the final, complete and exclusive agreement between the
parties relating to the subject matter hereof, and supersedes any previous
communications, representations or agreements between the parties, whether
oral or written, regarding transactions hereunder. Your additional or
different terms and conditions will not apply.
- Attorneys" Fees.
If any legal proceeding, arbitration or other action is brought or
threatened for the enforcement or interpretation of this agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this agreement, and the
prevailing party in any such action(s) should incur any legal fees,
including, but not limited to, attorneys" fees, paralegal fees, expert
witness fees and other similar costs, the successful or prevailing party
or parties to any such dispute or action shall be entitled to recover
their reasonable attorneys" fees and additional legal costs incurred,
together with any other relief to which they may otherwise be entitled, as
determined by an arbitrator, judge at trial, or upon appeal or petition.
All headings in this agreement are inserted only for convenience and ease
of reference, and are not to be considered in the construction or
interpretation of any provision of this Subscription.
NOTE for those with the eSign feature:
Be sure to review the eSign Demo on the forms page before you do your first session.
Your click of the "I
Accept" button is a symbol that you accept the terms of this agreement.