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
1.1
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.
1.2
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
2.1
Easy Annotation Platform. If you use any aspect of the
Easy Annotation Platform, you accept the Terms below.
3.
USAGE AND ACCESS RIGHTS
3.1
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).
3.2
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
4.1
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.
4.1.1 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.
4.1.2 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.
4.1.3 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.
4.2 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
5.1
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; or
20.
Attempts to do any of the foregoing.
If you believe content on the Site
violates the above restrictions, please contact us here: (support@easyannotation.com).
5.2
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;
or
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.
5.3
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.
5.4
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
6.1
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.
6.2
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).
6.3
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
7.1
Right to Use Easy Annotation Services. 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: (a) use the Easy Annotation Services;
(b) 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 (c) access and use the Documentation.
7.1.1
Authorized Users. 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. 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.
7.2
Payment Terms.
7.2.1 Subscription
Plan. The prices, features, and options of the Easy
Annotation Services depend on the Subscription Plan selected as well as any
changes instigated by Customer. 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.
7.2.2
No Refunds. 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. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED
IN THESE TERMS. Charges for pre-paid Subscription Plans will be billed to
Customer in advance. Charges for per-use purchases and standard
Subscription Plan charges will be billed in arrears unless otherwise specified
in the Subscription Plan.
7.2.3
Recurring Charges. When you purchase a Subscription Plan, 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 Plan
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”). Customer must promptly notify Easy Annotation of any
change in its invoicing address and must update its Account with any changes
related to its payment method. 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
(“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY
AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH
CUSTOMER’S USE OF THE EASY ANNOTATION SERVICES. The Authorization continues
through the applicable Subscription Term and any Renewal Term (as defined in
Section 8.2.3, below) until Customer cancels as set forth in Section 8.2 of
these Terms.
7.2.4
Late Fees & Collection Costs. If Easy Annotation
does not receive payment from Customer’s payment method, Customer agrees 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. 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. Easy Annotation may accept payment in any amount without prejudice to
Easy Annotation’s right to recover the balance of the amount due or to pursue
any other right or remedy. Amounts due to Easy Annotation may not be withheld
or offset by Customer for any reason against amounts due or asserted to be due
from Easy Annotation.
7.2.5
Invoices. Easy Annotation will provide billing and usage
information in a format we choose, which may change from time to time. Easy
Annotation reserves the right to correct any errors or mistakes that it
identifies even if it has already issued an invoice or received payment.
Customer agrees to notify us about any billing problems or discrepancies within
thirty (30) days after they first appear on your invoice. If Customer does
not bring such problems/discrepancies to our attention within thirty (30) days,
it agrees to waive its right to dispute such problems or discrepancies.
7.2.6
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 and/or prorations. Customer agrees 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 Customer’s
payment card issuer or App Store until submission of the accumulated
charge(s).
7.2.7
Benefit Programs. You may receive or be eligible for certain pricing
structures, discounts, features, promotions, and other benefits (collectively,
"Benefits") through a business or government agreement with us
("Business Terms"). Any and all such Benefits are provided
solely as a result of the corresponding Business Terms and such Benefits may be
modified or terminated without notice. If you use the Easy Annotation
Services and a business or government entity pays your charges or is otherwise
liable for the charges, you authorize us to share your account information with
that entity and/or its authorized agents. If you are enrolled in a
Subscription Plan or receive certain Benefits tied to Business Terms with us,
but you are liable for your own charges, then you authorize us to share enough
account information to verify your continuing eligibility for those Benefits
and the Subscription Plan.
7.2.8
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 (“VAT”), goods
and services taxes (“GST”), excise, business, service, and similar
transactional taxes imposed by any jurisdiction and the interest and penalties
thereon, excluding taxes based on Easy Annotation’s net income (collectively,
“Taxes”). Customer shall be responsible for and bear Taxes associated with its
purchase of, payment for, access to or use of the Easy Annotation Services.
Where the responsibility to remit Taxes falls upon Easy Annotation, the Taxes
will be added to the payment and payable to Easy Annotation at the same time as
the payment. Taxes shall not be deducted from the payments to Easy Annotation,
except as required by law, in which case Customer shall increase the amount
payable as necessary so that after making all required deductions and
withholdings, Easy Annotation receives and retains (free from any Tax
liability) an amount equal to the amount it would have received had no such
deductions or withholdings been made. Customer hereby confirms that Easy
Annotation can rely on the name and address set forth in its registration for a
Subscription Plan as being the place of supply for Tax purposes. Easy
Annotation’s and Customer’s obligations under this Section 7.2.8 (Tax
Responsibility) shall survive the termination or expiration of these Terms.
7.2.9
Intermediary Provider Billing. 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. If you are not current with your Subscription
Plan payments, we reserve the right to terminate your account, suspend your
access to your Subscription Plan, or convert your Subscription Plan
subscription to a non-subscription account. You will be responsible for paying
all past due amounts.
7.3
Free Trial and Special Offers for Easy Annotation Services.
7.3.1 If
you register for a free trial, promotional offer, or other type of limited
offer for use of Easy Annotation Services (“Free Trial”), you may be presented
with additional terms and conditions when registering for a Free Trial, and any
such additional terms and conditions are hereby incorporated into these Terms
by reference and are legally binding. This Section 7.3 (Free Trial and Special
Offers for Easy Annotation Services) supersedes and applies notwithstanding any
conflicting provisions with regard to access and use of a Free Trial.
7.3.2 Easy
Annotation reserves the right to reduce the term of a trial period or end it
altogether without prior notice.
7.3.3 The
version of the Easy Annotation Services that is available for a Free Trial may
not include or allow access to all features or functions. ANY DATA THAT A
CUSTOMER ENTERS INTO THE EASY ANNOTATION SERVICES, AND ANY CONFIGURATIONS MADE
BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END
OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO EASY
ANNOTATION SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE
TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
7.3.4 Notwithstanding
any other provision of these Terms, including without limitation the warranties
described in Section 9 (Warranties and Disclaimers) or any service-specific
terms and conditions applicable to a particular Easy Annotation Service,
including exhibits and attachments accompanying such schedule (“Service
Schedule”), during a Free Trial the Easy Annotation Services are provided “AS
IS” and “as available” without any warranty that may be set forth in these
Terms, and EASY ANNOTATION DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT
LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND EASY
ANNOTATION’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S
USE OF THE FREE TRIAL IS $100.
7.4
Data.
7.4.1
Data Generally. You shall be responsible for data that you provide or
use in Easy Annotation Services. You are solely responsible for determining the
suitability of the Easy Annotation Services for your business or organization
and complying with any regulations, laws, or conventions applicable to the data
you provide and your use of the Easy Annotation Services and Site.
7.4.2
Personal Data. 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. Customer and its
Authorized Users acknowledge that Easy Annotation may process such personal
data in accordance with the Easy Annotation Privacy Policy (https://www.EasyAnnotation.com/company/privacy-policy).
7.5
Customer Warranties.
Customer hereby represents and
warrants to Easy Annotation that: (a) it has all requisite rights and authority
to use the Easy Annotation Services under these Terms and to grant all
applicable rights herein; (b) it is responsible for all use of the Easy
Annotation Services associated with its Account; (c) it is solely responsible
for maintaining the confidentiality of its Account names and password(s); (d)
it agrees to immediately notify Easy Annotation of any unauthorized use of
Customer’s Account of which it becomes aware; (e) it agrees that Easy
Annotation will not be liable for any losses incurred as a result of a third
party's use of its Account, regardless of whether such use is with or without
its knowledge and consent; (f) it will use the Easy Annotation Services for
lawful purposes only and subject to these Terms; (g) any information it submits
to Easy Annotation is true, accurate, and correct; and (h) it will not attempt
to gain unauthorized access to the System or the Easy Annotation Services,
other accounts, computer systems, or networks under the control or
responsibility of Easy Annotation through hacking, cracking, password mining,
or any other unauthorized means.
7.6
Confidentiality.
7.6.1 Confidential
Information. “Confidential Information” means (a) for Easy Annotation,
the Easy Annotation Services and Documentation; (b) for Customer, Customer
Data; (c) any other information of a party that is disclosed in writing or
orally and is designated as confidential or proprietary at the time of
disclosure (and, in the case of oral disclosures, summarized in writing within
thirty (30) days of the initial disclosure and delivered to the Recipient), or
that due to the nature of the information the Recipient would clearly
understand it to be confidential information of the disclosing party; and (d)
the specific terms and conditions of these Terms, and any amendment and
attachment thereof, between the parties. Confidential Information shall not
include any information that: (i) was or becomes generally known to the public
through no fault or breach of these Terms by the Recipient; (ii) was rightfully
in the Recipient’s possession at the time of disclosure without restriction on
use or disclosure; (iii) was independently developed by the Recipient without
use of the disclosing party’s Confidential Information; or (iv) was rightfully
obtained by the Recipient from a third party not under a duty of
confidentiality and without restriction on use or disclosure. All information
provided to Easy Annotation that is not Confidential Information will be
treated in accordance with the Easy Annotation Privacy Policy (https://www.Easy
Annotation.com/company/privacy-policy).
7.6.2 Restricted
Use and Nondisclosure. During and after the Subscription Term, the
party receiving Confidential Information (“Recipient”) will: (a) use the
Confidential Information of the other party solely for the purpose for which it
is provided; (b) not disclose such Confidential Information to a third
party, except on a need-to-know basis to its attorneys, auditors, consultants,
and service providers who are under confidentiality obligations at least as
restrictive as those contained herein; and (c) protect such Confidential
Information from unauthorized use and disclosure to the same extent (but using
no less than a reasonable degree of care) that it protects its own Confidential
Information of a similar nature. Notwithstanding the foregoing, Customer
expressly authorizes Easy Annotation to use and process Customer Data as
described in the Easy Annotation Privacy Policy, which provides for, but is not
limited to, delivering eDocuments as indicated by Customer’s use of the Easy
Annotation Services and sharing Transaction Data (as defined in the Signature
Schedule) with individuals who are authorized to view, approve or sign
eDocuments created by Customer.
7.6.3 Required
Disclosure. If Easy Annotation is required by law to disclose
Confidential Information, Easy Annotation will give prompt written notice to
Customer before making the disclosure, unless prohibited from doing so by the
legal or administrative process, and assist Customer to obtain where reasonably
available an order protecting the Confidential Information from public
disclosure.
7.6.4
Ownership. Notwithstanding any other provision of these Terms, Easy
Annotation acknowledges that, as between the parties, all Confidential
Information it receives from Customer, including all copies thereof in
Recipient’s possession or control, in any media, is proprietary to and
exclusively owned by Customer. Nothing in these Terms grants Easy
Annotation any right, title or interest in or to any of the Customer’s
Confidential Information. Easy Annotation’s incorporation of the
disclosing party’s Confidential Information into any of its own materials will
not render Confidential Information non-confidential.
8. TERM AND
TERMINATION
8.1
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 our sole discretion for any reason or no reason, including for violation of
these Terms.
8.2
Term and Termination – Customers.
8.2.1
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 Easy Annotation reasonably believes
that: (a) it is prohibited from doing so under applicable law or under legal
process, such as court or government administrative agency processes, orders,
mandates, and the like; or (b) it is necessary to delay notice in order to
prevent imminent harm to the Easy Annotation Services or a third
party. Under circumstances where notice is delayed, Easy Annotation will
provide the notice if and when the related restrictions in the previous
sentence no longer apply.
8.2.2
Term. The period of effectiveness of these Terms (“Term”),
with respect to Easy Annotation Services, begins on the date the Customer
accepts it and continues until the Customer’s Subscription Plan expires or its
use of the Easy Annotation Services ceases (including as a result of
termination in accordance with this Section 8.2), whichever is later.
8.2.3
Subscription Term and Automatic Renewals. Easy Annotation’s
Subscription Plans automatically renew unless otherwise noted. If you
purchase a Subscription Plan you agree to pay the then-current applicable fee
associated with the Subscription Plan and further agree and acknowledge that it
will automatically renew, unless, prior to the end of the current period of
effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate
your Account; (b) you set your Account not to auto-renew by logging in to Easy
Annotation Services or contacting us here: (support@easyannotation.com); (c) Easy Annotation declines to renew your Subscription
Plan; or (d) these Terms are otherwise properly terminated as expressly
permitted herein. The Subscription Plan will automatically renew on a monthly
or annual basis, depending on the method you choose (“Renewal Term”).
Promotional codes may only be used for
your first Subscription Term. If you purchased your Subscription Plan with a
promotional code, each time your Subscription Plan renews you will be charged
the full annual billing amount. If your Subscription Plan is ever terminated
for any reason, and you purchase another Subscription Plan, you shall not be
eligible to use a promotional code.
We reserve the right to modify,
terminate, or otherwise amend the fees and features associated with your
Subscription Plan. We may also recommend that you purchase a new Subscription
Plan that is comparable to your previous Subscription Plan that is ending.
Before we change the fees and charges in effect, or add new fees and charges,
we will give you advance notice of at least thirty (30) days. If we provide you
such advance notice, your continued use of the Easy Annotation Services after
the changes have been made will constitute your acceptance of the changes. If
you do not wish to continue subscribing with the new fees or features, you may
terminate your Subscription Plan as described in Section 8.2.4. If you accept
the new Subscription Plan, its terms and conditions with these Terms will apply
in the Renewal Term and thereafter.
8.2.4
Termination by Customer. You may terminate your Account
at any time upon ten (10) days’ advance written notice to Easy Annotation. If
you wish to terminate, you must provide notice by contacting us here: (support@easyannotation.com). If you purchased your Subscription Plan through an external
service, such as an App Store, you must use the tools made available by those
services to manage and/or terminate your Subscription Plan. Section 7.2.2
notwithstanding, if a Customer terminates its annual Subscription Plan within
the first thirty (30) days of the initial Subscription Term, it may submit a
written request to Easy Annotation for a refund of the fees paid to Easy
Annotation for the initial Subscription Term, which Easy Annotation will
consider, without obligation, in good faith. Easy Annotation has no obligation
to consider refund requests related to a termination of a Subscription Plan if
the termination does not occur in the first thirty (30) days of the initial
Subscription Term, or if there has been a violation of other Terms herein, or
if records indicate substantial productive use took place during that period.
8.2.5
Default; Termination by Easy Annotation. A Customer will
be in default of these Terms if: (a) it fails to timely pay any amount owed to
us or an Affiliate of ours; (b) it or an Authorized User associated with its
Account breaches any provision of these Terms or violates any published policy
applicable to the Easy Annotation Services; (c) it is or becomes subject to any
proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole
discretion, we believe that continued use of the Easy Annotation Services by
the Customer (or its Authorized Users) creates legal risk for Easy Annotation
or presents a threat to the security of the Easy Annotation Services or Easy
Annotation’s customers. If a Customer is in default, we may, without
notice: (i) suspend its Account and use of the Easy Annotation Services; (ii)
terminate its Account; (iii) charge reactivation fees in order to reactivate
its Account; and (iv) pursue any other remedy available to us. A Easy
Annotation “Affiliate” means any legal entity that Easy Annotation, Inc. owns,
that owns Easy Annotation, Inc. or that is under common control with Easy
Annotation, Inc. A Customer “Affiliate” means any legal entity that
Customer owns, that owns Customer or that is under common control with
Customer. “Control” and “own” mean possessing greater than 50% interest in an
entity or the right to direct the management of the entity.
8.2.6
Effect of Termination. If these Terms expires or are terminated for any
reason: (a) Customer will pay to Easy Annotation any amounts that have accrued
before, and remain unpaid as of, the date of the termination or expiration,
including those for the billing cycle in which termination occurs; (b) any and
all of Customer’s liabilities to Easy Annotation that have accrued before the
effective date of the expiration or termination will survive; (c) licenses and
use rights granted to Customer with respect to the Site and Easy Annotation
Services and intellectual property will immediately terminate; (d) Easy
Annotation’s obligation to provide any further services to Customer under these
Terms will immediately terminate, except any such services that are expressly
to be provided following expiration or termination of these Terms; and
(e) the provisions of Section 3 (Usage and Access Rights), Section 4
(Ownership), Section 5.3 (Restrictions on Use of the Site), Section 5.4
(Compliance with Terms), 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 Special Offers for Easy Annotation Services), Section 7.4
(Data), Section 7.6 (Confidentiality), Section 8.2.6 (Effect of Termination),
Section 9 (Warranties and Disclaimers), Section 10 (Indemnification
Obligations), Section 11 (Limitations of Liability), and Section 12 (General)
will survive, as well as provisions designated to survive under any Service
Schedules and accompanying attachments and Exhibits to these Terms.
9.
WARRANTIES AND DISCLAIMERS
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”): (a) MAKES 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; (b) EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,
ACCURACY, AND TITLE; AND (c) DOES 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.
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 ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES,
OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY
NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF EASY ANNOTATION
SERVICES, DOCUMENTATION, AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY
BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY;
(vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ANY 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. YOU WILL
NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF
OF EASY ANNOTATION TO ANY THIRD PARTY. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE
LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY
PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
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. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND
INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A
RESULT OF YOUR USE OF THE SITE.
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.
Some jurisdictions do not allow the
exclusion of certain warranties or the limitation or exclusion of liability for
incidental or consequential damages such as in this Section 9 or below in
Section 11. Accordingly, some of these 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, then the limitations in Section
9 and Section 11 specifically do apply to you.
10.
INDEMNIFICATION OBLIGATIONS
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, as applicable: (a) your access to and use of the Site; (b) violation of
these Terms by you or your Account Administrator(s) or Authorized Users, as
applicable; (c) infringement of any intellectual property or other right of any
person or entity by you; (d) the nature and content of all Customer Data
processed by the Easy Annotation Services; or (e) any products or
services purchased or obtained by you in connection with the Site.
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. 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
11.1
Disclaimer of Consequential Damages. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, 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, INCLUDING, BUT NOT LIMITED TO,
GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF
THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL THE EASY ANNOTATION PARTIES BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR EASY
ANNOTATION SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c)
PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR
ACCESS TO AND USE OF THE SITE, DOCUMENTATION, OR EASY ANNOTATION SERVICES; (d)
ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE,
DOCUMENTATION, OR EASY ANNOTATION SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF
YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION, OR EASY ANNOTATION SERVICES;
(h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE, DOCUMENTATION, OR EASY ANNOTATION
SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE EASY ANNOTATION PARTIES ARE
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF
INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.
Some countries and jurisdictions do
not allow the limitation or exclusion of consequential, direct, indirect, or
other damages in contracts with consumers and to the extent you are a consumer
the limitations or exclusions in this Section 11.1 may not apply to you.
11.2
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 (INCLUDING
WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF
WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),
OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID
BY YOU TO EASY ANNOTATION FOR THE EASY ANNOTATION SERVICE(S) GIVING RISE TO THE
CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE
OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICEVER IS GREATER. THE
EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
11.3
Independent Allocations of Risk. Each provision of
these Terms that provides for a limitation of liability, disclaimer of
warranties, or exclusion of damages represents an agreed allocation of the
risks of these Terms between the parties. This allocation is an essential
element of the basis of the bargain between the parties. Each of these
provisions is severable and independent of all other provisions of these Terms,
and each of these provisions will apply even if the warranties in these Terms
have failed of their essential purpose.
11.4
Jurisdictional Limitations.
11.4.1
Because some states and jurisdictions do not allow limitation of liability in
certain instances, portions of the above limitation may not apply to
you. In that event, such exclusions and limitations shall apply to the
maximum extent permitted by applicable mandatory law (and our liability shall
be limited or excluded as permitted under mandatory applicable law). If you are
a New Jersey resident, the limitations in Section 11 specifically do apply to
you.
11.4.2
Easy Annotation’s liability to you if you are domiciled in Germany is limited
as described in Section 12.9 below.
12. GENERAL
12.1
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.
12.2
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.
12.3
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.
12.4 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.
12.5
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.
12.6
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.
12.7
Mandatory Arbitration, Waiver of Class Actions Applicable to Customers.
PLEASE READ THIS SECTION
CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT
IN COURT.
12.7.1 You
agree that these Terms affect interstate commerce and that the Federal
Arbitration Act governs the interpretation and enforcement of these arbitration
provisions. This Section 12.7 is intended to be interpreted broadly and governs
any and all disputes between us including but not limited to claims arising out
of or relating to any aspect of the relationship between us, whether based in
contract, tort, statute, fraud, misrepresentation, or any other legal theory;
claims that arose before these Terms or any prior; and claims that may arise
after the termination of these Terms. The only disputes excluded from this
broad prohibition are the litigation of certain intellectual property as
provided below.
12.7.2 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.
12.7.3 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.
12.7.4 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.
12.7.5 Filing a Demand. To
start an arbitration, you must do the following: (a) Write a Demand for
Arbitration that includes a description of the claim and the amount of damages
you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b)
Send three copies of the Demand for Arbitration, plus the appropriate filing
fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California
94111; and (c) Send one copy of the Demand for Arbitration to us at: legal@easyannotation.com.
12.7.6 Fees & Costs. If
your claim(s) total is less than US $5,000.00, then: (a) you may choose whether
your participation in the arbitration will be conducted on the basis of
documents provided to the arbitrator, through a telephonic hearing or by an
in-person hearing; (b) Easy Annotation will reimburse your filing fees up to a
maximum of US $1,500.00 unless the arbitrator determines that your claims are
frivolous; and (c) Easy Annotation will not seek attorney’s fees and costs,
unless the arbitrator determines that your claims are frivolous. You are
responsible for your own attorneys' fees unless the arbitration rules and/or
applicable law provide otherwise.
12.7.7 No Jury Trial. The
parties understand that, absent this mandatory arbitration section,
they would have the right to sue in court and have a jury trial. They further
understand that, in some instances, the costs of arbitration could exceed the
costs of litigation and the right to discovery may be more limited in
arbitration than in court.
12.7.8 Venue. Arbitration
shall be initiated and take place in in San Francisco, California, United
States, and you and Easy Annotation agree to submit to the personal
jurisdiction of any federal or state court in San Francisco, California in
order to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
12.7.9 Class Action
Waiver. The parties further agree that the arbitration shall
be conducted in the party’s respective individual capacities only and not as a
class action or other representative action, and the parties expressly waive
their right to file a class action or seek relief on a class basis. YOU AND EASY
ANNOTATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR
ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator
determines that the class action waiver set forth in this paragraph is void or
unenforceable for any reason or that an arbitration can proceed on a class
basis, then the arbitration provisions set forth above shall be deemed null and
void in their entirety and the parties shall be deemed to have not agreed to
arbitrate disputes.
12.7.10 Exception:
Litigation of Intellectual Property. Notwithstanding
the parties' decision to resolve all disputes through arbitration, either party
may bring enforcement actions, validity determinations, or claims arising from
or relating to theft, piracy, or unauthorized use of intellectual property in
any state or federal court with jurisdiction or in the U.S. Patent and
Trademark Office to protect its intellectual property rights (“intellectual
property rights” means patents, copyrights, moral rights, trademarks, and trade
secrets, but not privacy or publicity rights).
12.7.11 Survival. This Mandatory
Arbitration, Waiver of Class Actions section shall survive any termination
of your use of the Site.
12.8
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.
12.9
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.
12.9.1 Easy
Annotation shall be fully liable for intentional and gross negligence, as well
as for any damages arising from injury to life, body or health caused by Easy
Annotation. In the case of liability for slight negligence, Easy Annotation
shall be liable only for breach of a material obligation (“Cardinal Duty”) and
any such liability shall be limited to typical, foreseeable damages and shall
not include liability for lack of economic results, loss of profit, or indirect
damages. A Cardinal Duty in the meaning of this Section 12.9.1 is an
obligation, the fulfillment of which is essential to the performance of these
Terms and on the fulfillment of which the contracting party may therefore rely.
12.9.2 If
you are a consumer, nothing in these Terms affects your rights under mandatory
German law and these Terms will be interpreted, construed, and enforced in all
respects in compliance with mandatory consumer protection laws of Germany.
Notwithstanding Section 12.7 above and Section 12.10 below, if you are a
consumer, you may submit a claim to enforce your rights under these Terms to
the competent courts in Germany.
12.10
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.
12.11
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.
12.12 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.
12.13
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.
12.14 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
“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.
“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.
“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.
“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
2.1
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.
2.2 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
3.1
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.
3.2
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.
3.3
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
4.1
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).
4.2
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.
4.3 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
5.1 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
6.1
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.
