APPROVEME’S TERMS OF SERVICE AND CONDITIONS FOR USERS
Last Updated: December 11, 2019
IMPORTANT: THESE TERMS AND CONDITIONS INCLUDE A BINDING ARBITRATION CLAUSE AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES RISING FROM USE OF THE APPROVEME SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DESCRIBED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE THOROUGHLY READ AND REVIEW CAREFULLY.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM APPROVEME, YOU AGREE TO BE BOUND BY AND FOLLOW THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, YOU ARE NOT AUTHORIZED AND MUST IMMEDIATELY CEASE USE OF THE SITE.
Thank you for using the ApproveMe Service (defined below), if applicable, using our WordPress Plugin. Please read this Agreement carefully as using our Plugin or accessing the Service, constitute your consent to being bound by this Agreement. Please be aware that there are ARBITRATION, CLASS ACTION, and LIMITATION OF LIABILITY PROVISIONS contained within this Agreement. If you have any questions regarding this Agreement, please contact us at [email protected]
1.1 Updates and Amendments
We may revise or amend these Terms or and additional terms and conditions that are relevant to the Service or to supplement any changes in the law or ApproveMe’s Services. We will post the updated terms on the Site with a “last updated” date as shown above. PLEASE REVIEW THE SITE ON A ROUTINE BASIS TO GATHER TIMELY NOTICE OF ANY MODIFICATIONS, CHANGES, OR REVISIONS. YOUR CONTINUED USE OF THE SITE AND APPROVEME SERVICES AFTER THE MODIFICATIONS, CHANGES, OR REVISIONS TAKE EFFECT, YOU ARE AGREEING TO BE BOUND BY THE MODIFIED TERMS. You further agree that ApproveMe will not be liable to you or any other third party for any modification, revision, or amendment of these Terms.
Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them. The list is not all-encompassing, and no definition should be considered binding to the point that it renders this Agreement nonsensical:
“Agreement” refers to these Terms of Service;
“ApproveMe” refers to our company, known as “RockStar(idea)”; our Site; our Plugin; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;
“Plugin” refers to the plugin that we provide for WordPress sites, known as “ApproveMe”;
“Service” is defined in Section 3 of this Agreement;
“Site” refers to our website, http://approveme.com;
“User” refers to anyone who uses our Service, including users of our Plugin and general visitors to our Site;
“You” refers to you, the person who is entering into this Agreement with ApproveMe.
The ApproveMe Service operates and provides signature tools through our plugin for our clients. Utilizing this service, Users have the ability to create electronic signatures through our Plugin. ApproveMe provides this Service on an “as is” and with “all faults” basis making no warranties or guarantees as to its use, function, or availability. The Service provided through the Plugin is intended for lawful, private use, no portion of the Service or access to the Plugin may be resold without express written consent from ApproveMe.
- Electronic Signature
When using our Service please thoroughly read and review any attached documents carefully, if necessary, please contact your attorney. Under US Federal Law you are not required to sign any documents electronically and may abstain if you prefer. By using our Plugin or Service, you agree that you will be using electronic records, electronic communications and electronic signatures in the place of physical documents. You agree that the Uniform Electronic Transactions Act provide for electronic signatures that are the legal equivalent to signing and executing a physical written document. In the event that you wish to sign written documents, please contact the party with which you are contracting. ApproveMe has no obligation to provide you with written documents.
- Enforceability and Legal Advice
Generally, under the EISGN and UETA acts documents signed electronically on platforms that meet certain minimum requirements are legally binding there are some circumstances in which e-signatures/digital signatures are not permitted. Please be aware that certain documents, contracts, and transactions ARE NOT ENFORCEABLE USING AN ELECTRONIC SIGNATURE including wills and trusts. If you have any questions regarding the legality or enforceability of any electronic documents, we advise you to seek legal counsel immediately. For these reasons, you release us from any liability related to the enforceability of any electronic documents you have signed using the Plugin. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS COMMITTED BY THE COUNTER-PARTY OR COUNTER-PARTIES TO ANY DOCUMENTS OR CONTRACTS THAT YOU SIGN USING OUR SERVICE AND THAT YOU ARE ADVISED BY US TO OBTAIN QUALIFIED LEGAL COUNSEL TO DETERMINE WHETHER THE DOCUMENTS YOU ARE HAVING SIGNED WILL BE ENFORCEABLE IN THE COURT OR COURTS OF LAW. No statements in this Agreement constitute legal advice. If you have any questions regarding your use of our Service or Plugin PLEASE CONTACT YOUR LAWYER.
- Disclaimer of Warranties
OUR SERVICES AND PLUGIN ARE OFFERED “AS IS” AND WITH “ALL FAULTS.’ WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS. NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF APPROVEME PROVIDING OR NOT PROVIDING THE SERVICE. IN FURTHERANCE HEREOF AND WITHOUT LIMITATION, USE OF THE SERVICE AND THE HARDWARE AND SOFTWARE UTILIZED OR ACCESSED IN CONNECTION WITH THE SERVICE IS AT YOUR SOLE RISK AND APPROVEME SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
- Limitation of Liabilities
IN NO EVENT SHALL APPROVEME OR ANYONE ELSE INVOLVED IN PROVIDING THE SERVICE BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST INCOME, LOST PROFITS, PRESENT AND FUTURE, THE COST OF COVER OR LOSS OF USE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, ACTIVE OR PASSIVE NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, STRICT LIABILITY, VIOLATION OF STATUTE, ORDINANCE OR REGULATION, FAILURE OF CONSIDERATION, OR OTHER BASIS, ARISING OUT OF THE PROVISION OF THE SERVICE HEREUNDER. IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION, APPROVEME WILL HAVE NO LIABILITY FOR DATA STORED OR USED WITH THE SERVICE, INCLUDING COSTS OF REPAIRING, REPLACING, OR RECOVERING SUCH DATA. WITHOUT LIMITATION OF ANYTHING SET FORTH IN THIS AGREEMENT, YOU FURTHER AGREE THAT APPROVEME SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSION(S), ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSIONS, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF DATA, AND/OR FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM ANY SUCH ACTS, OMISSIONS OR EVENTS, INCLUDING, WITHOUT LIMITATION, LOST INCOME, LOST PROFITS, PRESENT AND FUTURE, THE COST OF COVER OR LOSS OF USE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, ACTIVE OR PASSIVE NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, STRICT LIABILITY, VIOLATION OF STATUTE, ORDINANCE OR REGULATION, FAILURE OF CONSIDERATION, OR OTHER BASIS. YOU ALSO AGREE THAT APPROVEME IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL APPROVEME AND/OR ANY SUBCONTRACTOR HIRED BY APPROVEME BE LIABLE FOR ANY DATA BREACHES THROUGH ILLEGAL OR ILLICIT MEANS, INCLUDING SITUATIONS WHERE SUCH DATA IS ACCESSED THROUGH THE EXPLOITATION OF SECURITY GAPS, WEAKNESSES OR FLAWS (WHETHER KNOWN OR UNKNOWN TO APPROVEME AT THE TIME). IF CUSTOMER IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
User shall defend ApproveMe against any third party claim, action, suit, or proceeding arising as a result of User’s use of service, including failure to comply laws, statues, and regulations that are now or hereafter be in effect relating to User’s use of Service, and shall pay and indemnify ApproveMe, its affiliates, employees, directors, officers, consultants, agents, and other of the like for all losses, damages, expenses, and costs incurred by ApproveMe (including reasonable attorney’s fees) as a result of any award, order or judgment entered against ApproveMe in any such claim, action or proceeding. ApproveMe shall have the right to choose counsel and control settlement.
- Third Party
ApproveMe provides the Services via the Plugin so that parties may execute agreements electronically. When users and another party/parties executes an agreement through the Services, only you and your counterparties have rights and duties with respect to such agreement. ApproveMe is not a party to any such agreement. You explicitly agree that ApproveMe shall not have any liability or responsibility whatsoever with respect to the validity or enforceability of any such agreement, the breach by any party in the performance of its obligations under that agreement, any dispute over payments made or payment information provided in any such agreement, or your failure to obtain the outcome you were seeking to achieve by entering into any such agreement.
- Choice of Law
This Agreement shall be governed by the laws in force in the State of Arizona, including federal, state, and municipal laws applicable in the State of Arizona, to the exclusion of all other laws to the extent that the application of other laws may be excluded. The offer and acceptance of this Agreement, which is a valid and binding contract to which you are agreeing, are deemed to have occurred in the State of Arizona.
- Mandatory Arbitration and Waiver of Class Actions
PLEASE THOROUGHLY READ AND REVIEW THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
11.1 Initial Attempt to Resolve Dispute
Most disputes can be resolved without having to proceed to arbitration. Should a dispute arise, you agree that before formally proceeding to arbitration, you will contact us at [email protected] and express in writing a description of the dispute along with your contact information as it appears on your account. You and ApproveMe agree to use good-faith and reasonable efforts to settle any such dispute, disagreement, claim, or question directly with ApproveMe and all good-faith negotiations therein shall be a condition to either party that may initiate an arbitration or lawsuit.
11.2 Binding Arbitration
If the parties are not able to resolve their dispute within thirty (30) days of the informal dispute resolution under the 11.1 provision of these Terms, then either party may proceed to initiate binding arbitarion as the sole method to resolve certain claims.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, shall be heard by one arbitrator, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You acknowledge and agree that you and ApproveMe are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. You agree that all arbitration disputes will be heard in the city of Phoenix, AZ.
If you bring a dispute in a manner other than in accordance with this section (such as initiating it with a court rather than through the arbitration process), you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.
You can opt-out of this agreement to arbitrate within thirty (30) days of first establishing your account with ApproveMe by contacting us at [email protected]
You may only move to resolve disputes with us on an individual basis and are not permitted to bring a claim as a plaintiff or a class member within a class, consolidated, or representative action. Class actions, class arbitrations, consolidation with other arbitrations, or private attorney general actions are not permitted. Should this paragraph is deemed unenforceable, then the entire “Mandatory Arbitration” clause will be deemed void.
This Mandatory Arbitration Class and Waiver of Class Action shall survive any termination of your use of ApproveMe’s site.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement are deemed to conflict with each other’s operation, ApproveMe shall have the sole right to elect which provision remains in force.
You agree and we reserve the right to terminate or suspend your access to the Plugin, modify the Service, discontinue portions of the Service to the Plugin or Service at any time. Please be aware that we do not guarantee that our Service or Plugin will be available at all times.
- User Privacy
- Assignment of Rights and Modification
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may modify this Agreement and may contact you when such modifications occur. We will post any revisions or amendments to these terms on this Site with a “Last Update” date. Please review the Site on a routine basis to timely gather any revisions to these terms. Your continued use after the revisions or amendments take effect indicate you are agreeing to be bound by the revised terms. Further, you agree that we will not be liable to you or any other third party for any revision or modification of these Terms.
- How to Contact Approve Me
If you should have any questions or concerns in reference to these Terms, please contact us at [email protected]