Terms and Conditions

Terms and Conditions

EASY ANNOTATION SITES & SERVICES TERMS AND CONDITIONS

Last updated on July 9, 2023

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE EASY ANNOTATION SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These Easy Annotation Services Terms and Conditions (“Terms”) govern access to and use of the Easy Annotation (“Easy Annotation,” “we” or “us”) web sites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase services (“Easy Annotation Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”). By using the Site or any Easy Annotation Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the Easy Annotation Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

If you are a Customer and you or your organization are bound by a Master Services Agreement with Easy Annotation (“Corporate Terms”), then these Terms will apply, if at all, only to use of the Site or any Easy Annotation Services to the extent such use is not already governed by such a Master Services Agreement. For the avoidance of doubt, all references to the “Site” in these Terms also include the Easy Annotation Services.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. Updates and Communications
   1. We may revise these Terms or any additional terms and conditions that are relevant to a particular Easy Annotation Service from time to time to reflect changes in the law or to the Easy Annotation Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE EASY ANNOTATION SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
   2. You agree to receive all communications, agreements, and notices that we provide in connection with any Easy Annotation Services (“Communications”), including, but not limited to, Communications related to our delivery of the Easy Annotation Services and your purchase of or subscription to the Easy Annotation Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any Easy Annotation Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.
2. ADDITIONAL TERMS FOR EASY ANNOTATION SERVICES
   1. Easy Annotation Platform. If you use any aspect of the Easy Annotation Platform, you accept the Terms below.
3. USAGE AND ACCESS RIGHTS
   1. Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws (as defined in Section 12.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If Easy Annotation has previously prohibited you from accessing the Site or using the Easy Annotation Services, you are not permitted to access the Site or use the Easy Annotation Services. 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" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
   2. Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your personal or internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a Easy Annotation Service (“Subscription Plan”) when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of Easy Annotation, you may not access or use the Easy Annotation Services without Easy Annotation’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, Easy Annotation grants you permission on a non-exclusive, non-transferable, limited basis to upload, display, copy, edit, annotate, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan. Each discrete Subscription Plan includes restrictions and requirements that outline the features that Customer will be able to access. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for claims depending on the circumstances.
4. OWNERSHIP
   1. Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.
   2. The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Easy Annotation and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Easy Annotation and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and Easy Annotation, at all times be and remain the sole and exclusive property of Easy Annotation.
   3. The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of Easy Annotation and others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate Easy Annotation's sponsorship of or affiliation with any product, service, event, or organization without Easy Annotation's prior express written permission. Easy Annotation acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms are reserved by Easy Annotation, Inc. Other than as provided in these Terms incorporated herein by reference, your use of the Trademarks, or any other Easy Annotation content, is strictly prohibited.
   4. Copyright. Easy Annotation respects copyright law and expects its users to do the same. If you believe that any content or material on the Site infringes copyrights you own, please notify us.
   5. Software Use Restrictions. Software available for downloading through the Site or third-party websites or applications (the “Software”) is the copyrighted work of Easy Annotation and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.
5. RESTRICTIONS ON USE OF THE SITE
   1. By using the Site, including any Easy Annotation Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
      1. Is illegal, or violates any federal, state, or local law or regulation;
      2. Advocates illegal activity or discusses illegal activities with the intent to commit them;
      3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
      4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
      5. Interferes with any other party’s use and enjoyment of the Services;
      6. Attempts to impersonate another person or entity;
      7. Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
      8. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
      9. Accesses or uses the account of another user without permission;
      10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
      11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Easy Annotation Services;
      12. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
      13. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
      14. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
      15. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
      16. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
      17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
      18. Uses the Services for benchmarking, or to compile information for a product or service;
      19. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or Easy Annotation Services, by any means except as provided for in these Terms or with the prior written consent of Easy Annotation;
      20. Attempts to do any of the foregoing.
   2. In addition, Customers shall not, and shall not permit others to, do the following with respect to the Easy Annotation Services:
      1. Use the Easy Annotation Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan incorporated herein by reference;
      2. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Easy Annotation Services or Easy Annotation’s then-current technical and functional documentation for the Easy Annotation Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms;
      3. Access or use the Easy Annotation Services or Documentation for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Easy Annotation Services or allow access by a direct competitor of Easy Annotation.
   3. You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
   4. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
6. PRIVACY
   1. Easy Annotation Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the Easy Annotation Privacy Policy (https://www.EasyAnnotation.com/privacy-policy). Please read the Privacy Policy carefully.
   2. Data Processing/Transfer. If Customer or Customer’s Affiliate is established in the United Kingdom, a Member State of the European Economic Area, or Switzerland, the Data Protection Attachment for Easy Annotation Signature found at: https://www.EasyAnnotation.com/terms-and-conditions/attachment-data-protection (“DPA”) applies to the processing of any Personal Data (as defined in Section 1 of the DPA).
   3. Access & Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Easy Annotation Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Easy Annotation, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
7. TERMS SPECIFIC TO EASY ANNOTATION SERVICES
   1. Right to Use Easy Annotation Services
      1. Subject to these Terms, Easy Annotation will provide the Easy Annotation Services to Customers in accordance with each Customer’s Subscription Plan, and Easy Annotation grants to each Customer a limited non-exclusive, non-transferrable right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to:
         1. use the Easy Annotation Services;
         2. implement, configure, and, through its Account Administrator(s), permit its Authorized Users to access and use the Easy Annotation Services up to any applicable limits or maximums; and
         3. access and use the Documentation.
      2. Authorized Users
         1. Authorized Users of Customer must be identified by a unique email address and user name, and two or more natural persons may not use the Easy Annotation Services as the same Authorized User.
         2. If the Authorized User is not an employee of Customer, use of the Easy Annotation Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the Easy Annotation Services solely to support Customer’s internal business purposes.
   2. Payment Terms
      1. Subscription Plan
         1. The prices, features, and options of the Easy Annotation Services depend on the Subscription Plan selected as well as any changes instigated by Customer.
         2. Easy Annotation does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.
      2. No Refunds
         1. Customer will timely pay Easy Annotation all fees associated with its Subscription Plan, Account, or use of the Easy Annotation Services, including, but without limitation, by Authorized Users.
         2. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.
         3. Charges for pre-paid Subscription Plans will be billed to Customer in advance.
         4. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.
      3. Recurring Charges
         1. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use.
         2. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES EASY ANNOTATION OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G., MONTHLY OR YEARLY) BASIS FOR:
            1. the applicable Subscription Plan charges;
            2. any and all applicable taxes; and
            3. any other charges incurred in connection with Customer’s use of the Easy Annotation Services.
         3. The Authorization continues through the applicable Subscription Term and any Renewal Term until Customer cancels as set forth in Section 8.2 of these Terms.
      4. Late Fees & Collection Costs
         1. If Easy Annotation does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand.
         2. 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.
         3. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Easy Annotation to collect any amount that is not paid when due.
      5. Invoices
         1. Easy Annotation will provide billing and usage information in a format we choose, which may change from time to time.
         2. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice.
      6. Billing Cycles
         1. Billing cycle end dates may change from time to time.
         2. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations.
      7. Benefit Programs
         1. You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits through a business or government agreement with us.
      8. Tax Responsibility
         1. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments.
      9. Intermediary Provider Billing
         1. If your Subscription Plan is based on intermediary provider billing, your intermediary provider will automatically charge your App Store account monthly for the cost of the Subscription Plan and any applicable taxes.
   3. Free Trial and Special Offers for Easy Annotation Services
      1. If you register for a free trial, promotional offer, or other type of limited offer for use of Easy Annotation Services, you may be presented with additional terms and conditions when registering for a Free Trial.
      2. Easy Annotation reserves the right to reduce the term of a trial period or end it altogether without prior notice.
   4. Data
      1. Data Generally
         1. You shall be responsible for data that you provide or use in Easy Annotation Services.
      2. Personal Data
         1. Customer warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations.
   5. Customer Warranties
      1. Customer hereby represents and warrants to Easy Annotation that it has all requisite rights and authority to use the Easy Annotation Services under these Terms.
   6. Confidentiality
      1. Confidential Information
         1. Confidential Information means specific details as defined in these Terms.
8. TERM AND TERMINATION
   1. Termination – Site Visitors. A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. Easy Annotation may terminate your use of the Site and deny you access to the Site in its sole discretion for any reason or no reason, including for violation of these Terms.
   2. Term and Termination – Customers.
      1. Suspension of Access to Easy Annotation Services. Easy Annotation may suspend any use of the Easy Annotation Services, remove any content, or disable or terminate any Account or Authorized User that Easy Annotation reasonably and in good faith believes violates these Terms. Easy Annotation will use commercially reasonable efforts to notify you prior to any such suspension or disablement unless:
         1. it is prohibited from doing so under applicable law or legal process (e.g., court or government agency orders); or
         2. it is necessary to delay notice to prevent imminent harm to the Easy Annotation Services or a third party.
         Under circumstances where notice is delayed, Easy Annotation will provide notice if and when the related restrictions no longer apply.
      2. Term. The period of effectiveness of these Terms (“Term”), with respect to Easy Annotation Services, begins on the date the Customer accepts them and continues until the Customer’s Subscription Plan expires or its use of the Easy Annotation Services ceases, whichever is later.
      3. Subscription Term and Automatic Renewals. Easy Annotation’s Subscription Plans automatically renew unless otherwise noted. By purchasing a Subscription Plan, you agree to pay the then-current applicable fee and acknowledge automatic renewal unless:
         1. you terminate your Account;
         2. you disable auto-renewal through your Account or by contacting support@easyannotation.com;
         3. Easy Annotation declines to renew your Subscription Plan; or
         4. these Terms are terminated as permitted herein.
         Promotional codes apply only to the first Subscription Term. Renewals will be charged at the full applicable rate. Easy Annotation may modify fees or features with 30 days' advance notice. Continued use after the changes constitutes acceptance.
      4. Termination by Customer. You may terminate your Account with ten (10) days’ advance written notice by contacting support@easyannotation.com. If you purchased through an external service (e.g., App Store), you must use their tools to manage or terminate. Refunds may be considered for annual plans terminated within 30 days of the initial term, but this is at Easy Annotation’s discretion.
      5. Default; Termination by Easy Annotation. A Customer is in default if they:
         1. fail to pay owed amounts timely;
         2. breach these Terms or published policies;
         3. become subject to bankruptcy proceedings; or
         4. present legal or security risks to Easy Annotation or its customers.
         Easy Annotation may suspend, terminate, or charge reactivation fees without notice.
      6. Effect of Termination. Upon termination:
         1. Customer must pay accrued amounts, including for the billing cycle in which termination occurs;
         2. Customer liabilities accrued before termination survive;
         3. Licenses and use rights terminate immediately;
         4. Easy Annotation’s service obligations cease;
         5. The following provisions survive termination: Section 3 (Usage and Access Rights), Section 4 (Ownership), Section 5.3 (Restrictions on Use), Section 5.4 (Compliance), Section 6 (Privacy), Section 7.2.2 (No Refunds), Section 7.2.7 (Benefit Programs), Section 7.2.8 (Tax Responsibility), Section 7.3 (Free Trial and Offers), Section 7.4 (Data), Section 7.6 (Confidentiality), Section 8.2.6 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification), Section 11 (Limitations of Liability), and Section 12 (General).
9. WARRANTIES AND DISCLAIMERS
   1. The Easy Annotation Services, Documentation, and Site are provided “as is” and “as available.” Your use of the Easy Annotation Services, Documentation, and Site shall be at your sole risk. Easy Annotation and its respective officers, directors, employees, members, shareholders, agents, affiliates, subsidiaries, and licensors (“Easy Annotation Parties”):
      1. Make no additional representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever;
      2. Expressly disclaim all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title; and
      3. Do not warrant that the Easy Annotation Services, Documentation, or Site are or will be error-free, will meet your requirements, or be timely or secure. You will be solely responsible for any damage resulting from use of the Easy Annotation Services, Documentation, or Site.
   2. The Easy Annotation Parties make no warranties or representations that Easy Annotation Services, Documentation, and Site have been and will be provided with due skill, care, and diligence or about the accuracy or completeness of the Easy Annotation Services, Documentation, and Site content and assume no responsibility for any:
      1. Errors, mistakes, or inaccuracies of content;
      2. Personal injury or property damage of any nature whatsoever resulting from your access to and use of Easy Annotation Services, Documentation, and Site;
      3. Unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein;
      4. Interruption or cessation of transmission to or from the Site;
      5. Bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Site through the actions of any third party;
      6. Loss of your data or content from the Site; and/or
      7. Errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via Easy Annotation Services, Documentation, and Site.
   3. You will not have the right to make or pass on any representation or warranty on behalf of Easy Annotation to any third party. Some jurisdictions do not allow limitations on implied warranties. Accordingly, such limitations may not apply to you.
   4. The Easy Annotation Parties do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and the Easy Annotation Parties will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
   5. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
   6. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some limitations may not apply to you. If you are a New Jersey resident or a resident of another state that permits the exclusion of these warranties and liabilities, the limitations in this section specifically apply to you.
10. INDEMNIFICATION OBLIGATIONS
    1. You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, 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:
       1. Your access to and use of the Site;
       2. Violation of these Terms by you or your Account Administrator(s) or Authorized Users, as applicable;
       3. Infringement of any intellectual property or other right of any person or entity by you;
       4. The nature and content of all Customer Data processed by the Easy Annotation Services; or
       5. Any products or services purchased or obtained by you in connection with the Site.
    2. Easy Annotation retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
    3. 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. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
11. LIMITATIONS OF LIABILITY
    1. Disclaimer of Consequential Damages: Easy Annotation will not, under any circumstances, be liable to you for any consequential, incidental, special, cover, punitive, or exemplary damages arising out of or related to the transactions contemplated under these Terms.
    2. Cap on Damages: Our total liability to you for any cause of action arising out of or related to these Terms or to your use of the Site will not exceed the total amount paid by you to Easy Annotation for the services giving rise to the claim in the 12 months preceding the date of the first event giving rise to liability or $100, whichever is greater.
    3. Independent Allocations of Risk: Each limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of risks of these Terms between the parties.
    4. Jurisdictional Limitations: Some jurisdictions do not allow the limitation of liability in certain instances. Such exclusions and limitations apply to the maximum extent permitted by applicable law.
12. GENERAL
    1. Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. EASY ANNOTATION IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are 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 advertisers or links to third-party web sites or resources on the Site.
    2. Relationship. At all times, you and Easy Annotation are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Easy Annotation or are otherwise authorized to bind or commit Easy Annotation in any way without Easy Annotation’s prior written authorization.
    3. Export Control Laws. You acknowledge that the Site, Documentation, and/or Easy Annotation Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that Easy Annotation makes available (collectively “Excluded Data”) is subject to export control laws and regulations of the United States (including, without limitation, the U.S. Export Administration Act and the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively “Export Laws”). You represent and warrant that: (a) you are not (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, or (iii) a prohibited end user under Export Laws (including, without limitation, any end user in a U.S. embargoed country or territory or an end user included on OFAC’s listing of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List); and (b) you will not access, download, use, export, or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site.
    4. Assignability. You may not assign your rights or obligations under these Terms without Easy Annotation’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Easy Annotation may freely assign its rights, duties, and obligations under these Terms.
    5. Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Easy Annotation Services will be effective only if it is in writing and sent using: (a) Easy Annotation Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in Customer’s registration information or on the Site for Easy Annotation, with a copy, in the case of Easy Annotation, to legal@easyannotation.com. Customer or Easy Annotation may change its address for receipt of notice by notice to the other party in accordance with this Section 12. Notices are deemed given upon receipt if delivered using Easy Annotation Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
    6. Force Majeure. Except for any payment obligations, neither you nor Easy Annotation will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
    7. Mandatory Arbitration, Waiver of Class Actions Applicable to Customers.
       1. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at legal@easyannotation.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and Easy Annotation agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Easy Annotation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
       2. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties' relationship with each other, and/or your use of the Easy Annotation Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
       3. Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
    8. Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and Easy Annotation regarding the Easy Annotation Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Easy Annotation Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Easy Annotation hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer and conditions assent solely based on these Terms and conditions of these Terms as offered by Easy Annotation. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.
    9. Provisions for Customers Domiciled in Germany. The provisions of this Section 12.9 apply only to Customers who are domiciled in Germany when entering into these Terms.
    10. Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and Easy Annotation agree that Easy Annotation is the proponent of these Terms. Notwithstanding Customer’s and Easy Annotation’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in San Francisco, CA, as necessary to protect the party's rights or property pending the completion of arbitration. Customer and Easy Annotation submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco, California, U.S.A.
    11. Language and Translations. Easy Annotation may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.
    12. Waiver. The waiver by either you or Easy Annotation of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
    13. Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
    14. How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact Easy Annotation at 221 Main Street, Suite 1000, San Francisco, CA, 94105, United States, or by calling from the U.S (800) 379-9973. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

___________________________________________

SERVICE SCHEDULE for EASY ANNOTATION SIGNATURE

This Service Schedule was last updated on July 9, 2023**. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Terms.

1. DEFINITIONS
   1. Easy Annotation Service means the on-demand web-based Easy Annotation Service, which provides uploading, online display, annotating, editing, sharing, organizing, and storage services for eDocuments via the Internet.
   2. Envelope means an electronic record containing one or more eDocuments consisting of a single page or a group of pages of data uploaded to the System.
   3. System refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by Easy Annotation or its agents to make available the Easy Annotation Service service via the Internet.
   4. Transaction Data means the metadata associated with an Envelope (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses, and signature IDs) that Easy Annotation may use to generate and maintain the digital audit trail required by Easy Annotation Service.
2. ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES
   1. Easy Annotation’s provision of Easy Annotation Service is conditioned on Customer’s acknowledgement of and agreement to the following:
      1. Easy Annotation Service facilitates the annotating, organizing, and sharing of eDocuments between the parties to those eDocuments. Nothing in this Service Schedule may be construed to make Easy Annotation a party to any eDocument processed through Easy Annotation Service, and Easy Annotation makes no representation or warranty regarding the transactions sought to be effected by any eDocument;
      2. Between Easy Annotation and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any eDocument. Without limiting the foregoing, all eDocuments, together with any messages included within an Envelope, stored by Easy Annotation on the System are maintained in an encrypted form, and Easy Annotation has no control of or access to their contents except to the extent access is requested in writing and made available by Customer to Easy Annotation;
      3. Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law), or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. Easy Annotation is not responsible or liable to determine whether any particular eDocument is (i) subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures;
      4. Easy Annotation 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, Easy Annotation is not responsible for or liable to produce any of Customer’s eDocuments or other documents to any third parties;
      5. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Easy Annotation does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements;
      6. Customer undertakes 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.
      7. Customer agrees that its assigned Account Administrator(s) has authority to provide Easy Annotation with and accept from Easy Annotation any required authorizations, requests, or consents on behalf of Customer with respect to Customer’s Account; and
      8. Customer agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to Easy Annotation in relation to the Services, including without limitation instructions through its Account as made by the assigned Account Administrator.
   2. Subscription Plans purchased on Easy Annotation.com may not be used in conjunction with Easy Annotation APIs and are available for use with a limited number of integrations.
3. eDOCUMENT STORAGE AND DELETION
   1. Sending, Storage. During the Term Easy Annotation will send and store eDocuments per these Terms of the Subscription Plan. However, Easy Annotation may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of Easy Annotation Service. Customer, through its Account Administrator(s), may retrieve and store copies of eDocuments for storage outside of the System at any time during the Subscription Term when Customer is in good financial standing under these Terms, and may delete or purge eDocuments from the System at its own discretion.
   2. Deletion. Easy Annotation may delete an Account and Customer Data, including without limitation eDocuments, upon the expiration of the Subscription Term or termination as described in Section 8.2 of the Terms.
   3. Retention of Transaction Data. Easy Annotation may retain Transaction Data for as long as it has a business purpose to do so.
4. INFORMATION SECURITY AND PERSONAL DATA
   1. Customer Responsibilities. Easy Annotation Service provides Customer with certain features and functionalities that Customer may elect to use, including the ability to retrieve and delete eDocuments in the System. Customer is responsible for properly: (a) configuring Easy Annotation Service; (b) using and enforcing controls available in connection with Easy Annotation Service (including any security controls); and (c) taking such steps, in accordance with the functionality of Easy Annotation Service, that Customer deems adequate to maintain appropriate security, protection, deletion, and backup of Customer Data, which include controlling the management of Authorized Users’ access and credentials to Easy Annotation Service, controlling Customer Data that is Processed by Easy Annotation Service, and controlling the archiving or deletion of eDocuments in the System. Customer acknowledges that Easy Annotation has no obligation to protect Customer Data, including Personal Data (defined below), that Customer elects to store or transfer outside of Easy Annotation Service (e.g., offline or on-premise storage).
   2. Information Security. Easy Annotation will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of Customer Data.
   3. Data Processing/Transfer. If Customer or Customer’s Affiliate is established in the United Kingdom, a Member State of the European Economic Area, ("EEA") or Switzerland, the Data Protection Attachment for Easy Annotation Service found at: https://www.EasyAnnotation.com/attachment-data-protection (“DPA”) applies to the processing of any Personal Data (as defined in Section 1 of the DPA).
5. ACCOUNTS & ORGANIZATIONAL ADMINISTRATION
   1. Each Account is associated with a single email address. If the domain of the primary email address associated with an Account is owned by a business or other organization (“Entity”) and was assigned to Customer as an employee, contractor or member of the Entity, such as yourname@youremployer.com or yourname@nonprofit.org (“Entity Email Address”), Customer grants that Entity and its Account Administrator(s) permission to: (a) identify Accounts created with an Entity Email Address; and (b) restrict or terminate access to an Account created with an Entity Email Address. Customer acknowledges and agrees that Easy Annotation may assist Entity with such administration.
6. SUBSCRIPTION PLANS & PRICES
   1. The prices, features, and options of Easy Annotation Service depend on the Subscription Plan selected by Customer as well as any changes instigated by Customer. For example: (a) if Customer adds Authorized Users, Easy Annotation will charge the applicable subscription amount for each additional Authorized User; or (b) if Customer sends more Envelopes than are included in your Subscription Plan, Easy Annotation may charge for additional envelopes or assign Customer to a new Subscription Plan. Customer may also purchase optional services on a periodic or per-use basis. Easy Annotation may change the prices for or alter the features and options in a particular Subscription Plan without notice.