1. Scope of Terms and Conditions.
These Terms and Conditions govern your use of the DocuSend® service, including the DocuSend® portal. The term "MTI" as used in these Terms and Conditions means Mail Technologies, Inc. Please read these Terms and Conditions carefully. In order to use the DocuSend® service you must agree to be bound by and comply with these Terms and Conditions. To do so, click on the "I accept the Terms, Conditions & Privacy Notice" icon at the bottom.
2. Use of DocuSend® Service.
The purpose of the DocuSend® service is to provide to you certain document rendering services based on information uploaded by you ("Document Information") through the DocuSend® portal, and includes sending to your customers (via mail or e-mail) bills, invoices, or other documents containing Document Information provided by you to MTI. You hereby grant MTI permission to use the Document Information for the aforementioned purposes and any other purposes set forth in these Terms and Conditions. Subject to your compliance with these Terms and Conditions, MTI grants to you a personal, nonexclusive, limited, terminable, nontransferable right to use the DocuSend® service provided that you satisfy all applicable payment obligations for the DocuSend® service.
3. Restrictions and Prohibited Uses.
You agree that you and your employees shall not, and shall not permit any third party to, directly, or indirectly: (a) use the DocuSend® service, including the DocuSend® portal, or data provided via the DocuSend® service for any criminal, illegal, fraudulent, or other unlawful or unauthorized activity, or in furtherance of any such activity; (b) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the source code to the DocuSend® service; (c) rent or time-share the DocuSend® service or host the DocuSend® service in a multi-tenant environment; (d) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the DocuSend® service or any copies thereof, and(e) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the DocuSend® service, the portal, or the servers, networks, or other properties or services of any third party including but not limited to by deploying a virus or other code that is designed to corrupt a computer system or destroy data.
You agree that you will not deploy automated agents or other technology to collect, harvest, mine, or otherwise interact with the DocuSend® service or the DocuSend® portal. You shall not violate or attempt to violate the security of the DocuSend® service or the DocuSend® portal or otherwise access data not intended for you. You shall not use this site to collect or attempt to collect any information from others, including without limitation, personally identifiable information. You shall not allow others to use your account or the password issued to or created by you for the DocuSend® service. You must comply with applicable laws and regulations in using, accessing or distributing the DocuSend® service, including any data provided via the DocuSend® service.
4. Data Use.
Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is provided to you, may be used by MTI’s third party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support. Your personally identifiable information will not be shared with or sold to third parties.
5. Data Transfer.
You agree and acknowledge that your data, including financial or personal information, may be transferred to a third party located in a country that does not have adequate security controls to protect your data.
You agree that MTI may monitor the information uploaded through the DocuSend® portal in order to properly operate the DocuSend® service, and the associated portal, to protect itself and other users of its website, and to comply with applicable laws.
7. Warranty by You.
You warrant and agree that the information you provide to MTI in connection with the DocuSend® service, including but not limited to the Document Information, your provision of such information to MTI, and MTI's transmittal to the addressees of the information provided by you to MTI: (a) does not and will not infringe, violate or constitute a misappropriation of any patent, copyright, trademark, trade secret or other proprietary rights of any third party, (b) does not and will not infringe or violate any privacy or similar rights of any third party; and (c) does not and will not violate any applicable laws.
8. Third Party Services.
You understand that the DocuSend® service may require access to certain third party services (“Third Party Services”). In order to use the DocuSend® service that uses or collects data from the Third Party Services, you hereby authorize third party service providers, including Intuit, to obtain your data from third parties and share it with MTI for the DocuSend® service. Such data may include your financial or personal information with third parties. In addition, you agree that MTI may provide your data to the third party service provider. You represent and warrant that you have the rights and authority to provide such authorizations to the third party service providers and MTI. Your use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third party service provider. If you access or use the Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You understand that MTI has no control over the Third Party Services and that your ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
You are fully responsible for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”) on your website. You agree, where applicable, it shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. It is your responsibility to comply with these standards.
10. Third Party Beneficiary.
You acknowledges that with respect to certain uses of the DocuSend® service, Intuit is a third party beneficiary under these Terms and Conditions with rights to enforce such Terms and Conditions.
11. Disclaimer of Warranties.
YOU ACKNOWLEDGE THAT THE DOCUSEND® SERVICE, ANY THIRD PARTY SERVICES AND ANY DATA PROVIDED VIA THE THRID PARTY SERVICES OR THE DOCUSEND® SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MTI AND THIRD PARTY SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY RELATING TO THE PERFORMANCE OF THE DOCUSEND® SERVICE, INCLUDING THE DOCUSEND® PORTAL, ANY THIRD PARTY SERVICES OR ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR THE DOCUSEND® SERVICE, IN WHOLE OR IN PART. TO THE EXTENT PERMITTED BY LAW, MTI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MTI DOES NOT WARRANT THAT YOUR USE OF THE DOCUSEND® SERVICE, ANY THIRD PARTY SERVICES AND ANY DATA PROVIDED VIA THE THRID PARTY SERVICES OR THE DOCUSEND® SERVICE WILL BE ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT ANY USE OF THE DOCUSEND® SERVICE, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DOCUSEND® SERVICE WILL BE AT YOUR SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE DOCUSEND® SERVICE, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR MTI’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH MTI, AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS, BUT SUBJECT IN ALL CASES TO THE PROVISIONS OF THESE TERMS AND CONDITIONS INCLUDING THE LIMITATION OF DAMAGES PROVISION BELOW.
SOME LAWS DO NOT ALLOW DISCLAIMERS OF CERTAIN WARRANTIES. IF SUCH LAWS APPLY TO YOU, SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, BUT WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.
12. Limitation of Damages.
IN NO EVENT WILL MTI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUE, INTERRUPTION OF BUSINESS, OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONDEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OR INABILITY TO USE THE DOCUSEND® SERVICE, INCLUDING THE DOCUSEND® PORTAL, EVEN IF MTI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MTI’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS PAID OR PAYABLE TO MTI FOR THE SPECIFIC USE OF THE DOCUSEND® SERVICE OUT OF WHICH YOU CLAIM THE LOSS OCCURRED.
SOME LAWS DO NOT ALLOW LIMITATIONS OF CERTAIN DAMAGES. IF SUCH LAWS APPLY TO YOU, SOME OF THE FOREGOING LIMITATIONS OF DAMAGES MAY NOT APPLY TO YOU, BUT SUCH LIMITATIONS WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold MTI and its officers, directors, shareholders, employees, successors and assigns harmless from any and all demands, liabilities, obligations, damages, suits, judgments or settlements, including reasonable costs and attorneys' fees, incurred by MTI in connection with claims by others, including by governmental entities or agencies, arising out of your use of the DocuSend® service, including but not limited to claims asserted against MTI: (a) arising out of a breach by you of a warranty set forth above, (b) alleging that the Document Information, or MTI's transmittal thereof, is incorrect or infringes, violates, or constitutes a misappropriation of any patent, copyright, trademark, trade secret or other proprietary rights of any third party, or infringes or violates the privacy or similar rights of any recipient or other third party, or (c) alleging or otherwise asserting that the Document Information, or MTI's transmittal thereof, violates any applicable law.
14. Governing Law, Jurisdiction and Venue.
Governing Law.You agree that your use of the DocuSend® service, and any legal actions in connection with or arising out of such use, shall be governed by the laws of the State of New York (except that any conflict of law principles of such state that would result in the application of the law of another jurisdiction will be disregarded).
Jurisdiction and Venue. You agree that all legal actions in connection with or arising out of your use of the DocuSend® service shall be brought in either the New York State Supreme Court located in the County of Monroe, State of New York or the United States District Court for the Western District of New York located in Rochester, New York and that such courts shall have exclusive jurisdiction of any such legal action. You hereby consent to the personal jurisdiction of such courts and waive any objections to the jurisdiction or venue of such courts, including any claim that such courts constitute an inconvenient forum.
15. Proprietary Rights
The DocuSend® service, including the DocuSend® portal, as well as the associated website, are the proprietary work of MTI and are protected by applicable law, including but not limited to copyright and trademark laws. MTI retains all rights to all intellectual property, including software, utilized to provide services in connection with the DocuSend® service.You do not obtain any rights in any intellectual property through your use of the DocuSend® service or the DocuSend® portal. You agree not to create derivative works based on the DocuSend® service, or sell, lease, rent, distribute, or modify the DocuSend® service.
MTI has the right, at any time, and in its sole discretion, to terminate your use of the DocuSend® service, including the DocuSend® portal.
17. Changes to Terms and Conditions.
You agree that MTI may at any time change or revise these Terms and Conditions and that all such changes and revisions to the Terms and Conditions shall apply to your use of the DocuSend® service, including the DocuSend® portal.