Terms and Conditions

Updated: July 16, 2019

3.1 Subject to these Terms, (a) PandaDoc and our licensors grant to you a limited, personal,non-exclusive, non-transferable, revocable right to use and/or access the Service for your own personal or internal business purposes; and (b) you agree not sublicense, transfer, or distribute any part of the Service to any third party. Neither the Terms nor your access to and/or use of theService transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights related to the Service.

3.2 Except as expressly specified in the Terms, you shall not (i) modify, and/or makederivative works of, disassemble, reverse compile and/or reverse engineer any part of theServices, or reverse engineer, decompile, disassemble, extract, or otherwise derive or attemptto derive the source code of any Service or any other compiled software provided or madeavailable by PandaDoc hereunder; (ii) use and/or access the Service in order to build a similarand/or competitive website, product, and/or service; (iii) intentionally hold PandaDoc and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (iv) take any actionthat interrupts or interferes with, or that might reasonably have been expected to materiallyinterrupt or interfere with the Service; (v) use the Service for any unlawful purpose and/or toviolate any federal, state, international law, code of conduct and/or other guidelines which maybe applicable to the Service provided; (vi) circumvent or disable any security or technologicalfeatures or measures of the Service; (vii) abuse the rights and/or privacy of any other user, oruse offensive or unlawful material, or publish anything misleading or fraudulent via the Service;(viii) access, store, distribute or transmit any viruses, malware, or other harmful material duringthe course of your use of the Service; and/or (ix) make the functionality of the Service availableto multiple users through any means, including, but not limited to distribution of the Service or byuploading the Service to a network and/or file-sharing service and/or through any hosting,application services provider and/or any other type of service. You will comply with anytechnical restrictions on the Service that allow you to use the Service only in certain ways. Anyunauthorized use of the Service terminates the rights granted by PandaDoc pursuant to the Terms.

4.1 CreateMySignature is for your own personal or internal business use only. You aresolely responsible for your online conduct and the content that you upload or otherwise placeinto the Service. PandaDoc may immediately remove any content and/or suspend or cancelyour account if it becomes aware of any misuse or illegal actions associated with your accountwithout prior notice to you.

4.2 PandaDoc disclaims all responsibility for your conduct and content and is notresponsible for the appropriateness of any content that you view or access through the Service.You will defend, indemnify and hold PandaDoc, our suppliers and licensors, and our respectivesubsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless fromall demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities ofany nature including without limitation reasonable attorneys' fees, that arise from and/or relatedto your data, your use of the Service, or your violation of these Terms.

4.3 By using the Service, you agree that PandaDoc may duplicate and store your data,information, and files in accordance with PandaDoc’s policies and these Terms. All data andinformation that you provide will remain your property. When you input or upload any data orinformation into the Service, you grant PandaDoc a license to use that data or information asnecessary to provide the Service. You are responsible for maintaining and protecting your data;PandaDoc is not responsible for any corruption of or loss of your data, information, or files.

4.4 PandaDoc retains the right, in its sole and absolute discretion, to deny access to and/oruse of the Service to anyone at any time and for any reason. While we use reasonable effortsto keep the Service accessible, the Service may be unavailable from time to time. Youunderstand and agree that there may be interruptions to the Service and/or use of due tocircumstances both within our control (e.g., routine maintenance) and outside of PandaDoc’scontrol. You are solely responsible for ensuring that your access to and/or use of the Services isin compliance with all laws, rules and regulations applicable to you and the right to accessand/or use the Service is revoked where your access to and/or use of the Service is prohibited.Further, the Service is offered only for your use, and not for the use and/or benefit of any thirdparty.

4.5 Please keep in mind that we do not seek any unsolicited ideas and/or materials for theServics. If you provide us (in a direct mail, email and/or otherwise) with any feedback,suggestions, improvements, enhancements, recommendations and/or feature requests relatingto the Service (“Feedback”), then you further grant to PandaDoc a worldwide, perpetual,irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit inany manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights.PandaDoc will treat any Feedback you provide to PandaDoc as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit theFeedback.

4.6 Solely for the purpose of providing the Service, we may need to share your data orinformation with third parties. If you use third-party materials that you access via a link providedvia the Service, your use of the third-party materials is governed by such third-party’s terms andprivacy policy, not these Terms.

PandaDoc retains rights, title, interest and ownership of, and all intellectual and proprietaryrights with respect to the Service, and any other materials provided or made available to you byPandaDoc hereunder. “IP” means all intellectual property including without limitation all patents,inventions, trademarks, service marks, trade names and trade dress, copyrights andcopyrightable works, trade secrets, know-how, design rights and database rights. Except for therights expressly granted to you in these Terms, the Service and other materials that areprovided or made available, all modifications, compilations, and derivative works thereof, and allintellectual property and proprietary rights pertaining thereto, are and shall remain the propertyof PandaDoc and its respective licensors (and to the extent any rights of ownership in any suchmaterials, works and/or rights might, for any reason, otherwise vest in you, you hereby assignsuch ownership rights to PandaDoc).

6.1 The Service does not provide legal advice and PandaDoc is not a law firm. We recommend you consult with a lawyer if you want legal advice. PandaDoc does not offer any legal advice, legal opinions, recommendations, referrals, and/or counseling. PandaDoc is not involved in agreements between you and any third-party.

6.2 The use of the Service may be governed by the laws of different countries or regions, and you agree to abide by such local laws. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations.

6.3 By using the Service, you agree that we may collect certain information, such as your email address, and we may use such information to provide communications in connection with the Service and/or other PandaDoc services. The communications between you and PandaDoc use electronic means, whether you use the Service or send us emails, or whether PandaDoc posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from PandaDoc in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PandaDoc provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect your non-waivable rights.

Subject to this Section 7, the Terms will remain in full force and effect while you access and/or use the Service. We may terminate your Account and/or your access to and/or use of all or any part of the Service at any time, with or without cause, with or without notice, effective immediately and without liability.

PandaDoc is under no obligation to become involved in any dispute that you have with any third-party and/or in any incident that you are party to with others, or that are affected by and/or otherwise related to the Service.

The service, and any content, are provided by pandadoc to you on an "as is," "as available" basis, except as expressly set forth in the terms. Pandadoc does not make any other warranty of any kind whether express, statutory and/or implied, including but not limited to any implied warranties of title, non-infringement, merchantability, and/or fitness for a particular purpose, accuracy, and from course of dealing, usage and/or trade practice, all of which pandadoc expressly disclaims. Without limiting the foregoing, pandadoc and/or its licensors, and partners make no warranty that (a) the service will meet your requirements and/or will be constantly available, uninterrupted, timely, secure and/or error-free; (b) the results that may be obtained from the use of the service will be effective, accurate and/or reliable; (c) any content and/or software available at and/or through the service is free of viruses and/or other harmful components and/or (d) pandadoc will not be liable and/or otherwise responsible for any failure and/or delay in updating the service and/or any content. No advice and/or information, whether oral and/or written, obtained by you from pandadoc and/or through your access to and/or use of the service shall create any warranty not expressly stated in the terms.

In no event shall pandadoc, its officers, directors, employees, partners, licensors, and/or suppliers be liable to you and/or anyone else for (i) any special, incidental, indirect, consequential and/or punitive damages whatsoever, including those resulting from loss of use, data and/or profits, whether or not foreseeable, regardless of the form of action, whether in contract, tort (including negligenge), warranty, strict liability, and/or any other legal or equitable theory, even if pandadoc has been advised of the possibiity of such damages in advance; and/or (ii) any bugs, viruses, trojan horses, and/or the like (regardless of the source of origination). The foregoing shall apply despite any negligence, misconduct, errors and/or omissions by pandadoc its employees, representatives and/or agents. Pandadoc’s maximum aggregate liability to you for direct damages that you suffer in connection with the service is limited to $25 us dollars. Because some states do not allow the exclusion and/or limitation of liability for consequential and/or incidental damages, in such states, pandadoc’s liability is limited to the maximum extent permitted by law.

10.1 Unless otherwise agreed to by PandaDoc and you in writing, the Terms (including without limitation the terms and conditions set forth herein and PandaDoc’s operating rules, policies and/or procedures as described above) constitutes the entire agreement between PandaDoc and you concerning the subject matter hereof.

10.2 Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Services will be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions.

10.3 If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.

10.4 You may not assign your rights under the Terms to any other party without PandaDoc’s express prior written consent; PandaDoc may assign its rights under the Terms without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

10.5 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

10.6 No waiver by either you and/or PandaDoc of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under the Terms.