Terms of Use

Last Updated: June 22, 2021

THESE TERMS OF USE (“TERMS OF USE” OR THIS “AGREEMENT”) BETWEEN YOU AND AGREEMENT EXPRESS, INC. (“AGREEMENT EXPRESS”) CONTAIN THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE AGREEMENT EXPRESS WEBSITES (including https://agreementexpress.com, http://agreementexpress.net, http://us.agreementexpress.net), MOBILE APPLICATIONS, AND SERVICES OFFERED THROUGH THE AGREEMENT EXPRESS PLATFORM (COLLECTIVELY, THE “SERVICE”). THE SERVICE IS OWNED AND OPERATED BY AGREEMENT EXPRESS, INC. BY ACCESSING OR USING THE SERVICE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT; (C) ACCEPT THIS AGREEMENT (AS MAY BE AMENDED FROM TIME TO TIME BY AGREEMENT EXPRESS) AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

These Terms of Use do not alter in any way the terms or conditions of any of those other written agreements you (or as an authorized user of a company) may have or will have with Agreement Express for the use, access, and/or subscription of the Service, including, without limitation, an Order Form and its general terms, exhibits, schedules, attachments, appendices, and any related Statements of Work (collectively the “Subscription Agreement”). To the extent that there is any conflict between these Terms of Use and a Subscription Agreement, the following order of precedence governs: (i) first, the applicable Order Form related to the Subscription Agreement; (ii) second, the General Terms, (iii) third, the exhibits, schedules, attachments, appendices to such Order Form; and (iv) fourth, these Terms of Use.

ACCORDINGLY, YOU AGREE AS FOLLOWS:

1. License Grant. Subject to the terms and conditions of this Agreement, Agreement Express hereby grants to you a personal, limited, non-exclusive, non-transferable, revocable license to access the Service solely for your internal business purposes and solely for the purpose of digitally signing various agreements, contracts, acknowledgments and other materials (collectively, “Third Party Contracts”). This license is restricted to use by you and does not include the right to use the Service on behalf of any third party or the right to permit any other person to access or use the Service. This license is conditioned on your continued compliance with the terms and conditions in these Terms of Use. You are responsible for maintaining and safeguarding the security of your account and password and you shall not share your password with any other person or allow any other person to access the Service under your account. Agreement Express reserves the right to immediately suspend your access to the Service if you fail to comply with this Agreement. Any information or data that you provide to Agreement Express may be used by Agreement Express in accordance with its privacy policy http://www.agreementexpress.com/privacy (“Privacy Policy”). By accessing or using, and providing information to or through, the Service, you consent to all actions taken by Agreement Express with respect to your information or data in compliance with the Privacy Policy.

2. Restrictions. Unauthorized use, resale or commercial exploitation of the Service in any way is expressly prohibited. Without Agreement Express’ express prior written consent in each instance, you shall not: (i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise make available the Service, whether in whole or in part, to any third party for any reason; (ii) copy, modify, make derivative works of, disassemble, reverse compile, or reverse engineer, or otherwise attempt to derive or gain access to the source code of the Service or any part of the Service; (iii) access the Service in order to build a similar or competitive website, application, product, or service; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof, (v) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Service; or (vi) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code or viruses. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms of Use. You shall not attempt to access any other of Agreement Express’ systems, programs or data that are not made available for public use.
Agreement Express may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Unless otherwise expressly agreed to in writing by Agreement Express, you agree that Agreement Express has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of these Terms of Use.

3. Ownership. You acknowledge and agree that as between Agreement Express and you, all right, title, and interest in and to the Service (including, without limitation, all software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Agreement Express in providing the Service and all derivatives thereof (including any and all intellectual property rights therein) are and shall remain Agreement Express’ or its licensor’s, and this Agreement in no way conveys any right or interest in the foregoing other than a limited license to use them in accordance herewith. The Agreement Express name, the Agreement Express logo, and the product names associated with the Service, including, but not limited to “Agreement Express”, are trademarks of Agreement Express or third parties, and no right or license is granted to use them. Agreement Express and its suppliers reserve all rights not granted in these Terms of Use. There are no implied licenses granted under these Terms of Use.

4. Data and Content: Warranty. You hereby represent, warrant, and covenant to Agreement Express as follows: (i) that you have provided Agreement Express with your true, legal identity in connection with your registration to use the Service and your creation of a digital identity, (ii) that you understand and acknowledge that by digitally signing a Third Party Contract via the Service, you are becoming a party thereto, (iii) that while your digital certificate is being created with Agreement Express, Agreement Express is not a party to any of the Third Party Contracts that you digitally sign in connection with the Service and shall have no obligation or liability to you or any other person in connection with such Third Party Contract whatsoever, (iv) that you will use the Service in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Agreement Express from time to time, and (v) that you have all requisite power and authority to execute and deliver the Third Party Contracts and to perform your obligations thereunder and your execution and delivery of such Third Party Contracts constitute your valid and binding obligation and are enforceable in accordance with its terms. The entry of any authentication code or other confirmation of your digital identity if requested during a transaction shall be deemed to be your act and acceptance of the execution and delivery of an applicable Third Party Contract. You agree that Agreement Express may update your digital identity and certificates as necessary to reflect your user inputs and the name you use to sign any documents. You hereby grant to Agreement Express a limited, non-exclusive, non-transferable, royalty-free right to store and use your digital identity solely in connection with providing the Service and/or to enforce these Terms of Use and exercise and perform Agreement Express’s rights hereunder. Except as provided in this Agreement, you shall be solely responsible for providing, updating, uploading and maintaining all of your data and information required to use the Service. You assume all risks and shall be responsible for all data and information that you provide or use with the Service, including any reliance on its accuracy, legality, right to use, completeness or usefulness by others, or any disclosure of your data and information that personally identifies you or any third party. You shall not use the Service to upload or otherwise transmit, display, or distribute any data or information that (xi) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (xii) contains any material that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, obscene, embarrassing, patently offensive or is otherwise objectionable,;(xiii) impersonates any person, or misrepresents your identity or affiliation with any person or organization; or (xiv) is in violation of any law, regulation, or obligations or restrictions imposed by any third party. Agreement Express does not guarantee the accuracy, integrity, or quality of your data or any other data made available to you via the Service.
The Service may display, include, or make available third-party content (including Third Party Contracts, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Agreement Express is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Agreement Express does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions, as applicable.

5. Warranty Disclaimer. THE SERVICE IS BEING PROVIDED TO YOU “AS IS”. YOU ACKNOWLEDGE AND AGREE THAT ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALL OBLIGATIONS AND REPRESENTATIONS AS TO PERFORMANCE, INCLUDING ALL WARRANTIES WHICH MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OR TRADE AND INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY AGREEMENT EXPRESS. AGREEMENT EXPRESS DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE AVAILABLE TO YOU OR THAT ANY OTHER DATA MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICE WILL BE ACCURATE OR UNINTERRUPTED, OR ERROR FREE; OR FREE FROM VIRUSES OR OTHER HARMFUL CODE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Indemnification. You agree to indemnify and hold Agreement Express (and its affiliates, officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Service, (ii) your violation of these Terms of Use, (iii) your violation of applicable laws or regulations, or (iv) your infringement or misappropriation of any intellectual property right or your violation of any other proprietary or privacy right. Agreement Express reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Agreement Express, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Agreement Express.

7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AGREEMENT EXPRESS OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE). THE MAXIMUM AGGREGATE LIABILITY OF AGREEMENT EXPRESS TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

8. Term and Termination. The term of this Agreement commences when you access and use the Service in accordance with this Agreement and will continue in effect until terminated by you or Agreement Express as set forth in this Section. You may terminate your use of the Service at any time by ceasing further use of the Service. Agreement Express may terminate, modify, suspend, and deny you access to the Service (in whole or in part) at our sole discretion for any reason or no reason. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You agree that Agreement Express will not be liable to you or to any third party for any termination, modification, suspension, discontinuation, or denial of access to, the Service or any part thereof. Upon termination of this Agreement for any reason, all rights granted to you will also terminate. Termination will not limit any of Agreement Express’ rights or remedies at law or in equity.

9. Governing Law. All matters relating to this Agreement, and any dispute or claim arising therefore or related thereto, shall be interpreted according to the laws of the state of Wisconsin without regard to or application of choice-of-law rules or principles.

10. Arbitration and Class Action Waiver. PLEASE READ THIS SECTION 10 CAREFULLY. BY AGREEING TO THIS AGREEMENT, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST AGREEMENT EXPRESS ON AN INDIVIDUAL BASIS IN ARBITRATION, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 10, WHICH IS REFERRED TO AS THE “ARBITRATION AGREEMENT.” THIS ARBITRATION AGREEMENT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IT ALSO CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
This Arbitration Agreement is intended to be interpreted broadly and governs any and all disputes between the parties, including but not limited to claims arising out of or relating to any aspect of the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below. By agreeing to this Arbitration Agreement, you agree to resolve any and all disputes with Agreement Express as follows:
(a) Initial Dispute Resolution: Most disputes can be resolved without resorting to arbitration or litigation (as expressly permitted herein). Except for intellectual property claims, the parties hereby agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Agreement Express’ support department, and such good faith negotiations shall be a condition prior to either party initiating arbitration or litigation (as expressly permitted herein). You can reach Agreement Express’ support department at support@agreementexpress.com or +1-877-247-3397.
(b) 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 in Section 10(a), then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement, the parties’ relationship with each other, and/or your use of the Service 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. Unless otherwise agreed to, all arbitration proceedings shall be held in English and in accordance with governing law set forth in Section 9 above. The arbitration shall be conducted before a single arbitrator. The parties shall use their reasonable efforts to select a mutually acceptable arbitrator, however, if the parties have not selected a mutually acceptable arbitrator within thirty (30) days after the commencement of the arbitration, the arbitrator shall be selected in accordance with the rules of the applicable arbitration rules and procedures as set forth above. 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 this Agreement, including but not limited to any claim that all or any part of this Agreement 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 final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You and Agreement Express agree to submit to the personal jurisdiction of any court of competent jurisdiction in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator
(c) Class Action Waiver. You acknowledge and agree that you are waiving the right to participate as a plaintiff or class in any purported class action or representative proceeding. The parties further agree that the arbitration shall be conducted in their 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 AGREEMENT EXPRESS 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 Section 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.
(d) Exceptions: Litigation of Intellectual Property. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions (including injunctive or other equitable relief), validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any court of competent jurisdiction or in the U.S. Patent and Trademark Office to protect such party’s intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, trade secrets, and other intellectual property rights, but specifically excluding privacy or publicity rights).
(e) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration in accordance with the terms and conditions of this Arbitration Agreement. In the event any litigation should arise between you and the Agreement Express as permitted under this Arbitration Agreement or otherwise, YOU AND AGREEMENT EXPRESS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(f) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Section 10(f) shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(g) Survival. This Arbitration Agreement (including, without limitation, the Class Action Waiver provisions) shall survive any termination of your account and/or relationship with Agreement Express.

11. Miscellaneous. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any obligation reasonably expected to survive termination or expiration of this Agreement shall survive. If any provision of this Agreement (including the Arbitration Agreement herein) is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. In the event that any action, suit, or other legal or administrative proceeding (including arbitration) is instituted or commenced by either party against the other party arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and arbitration and/or court costs from the non-prevailing party. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches and the waiver of any breach shall not act as a waiver of subsequent breaches. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The provisions set forth in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. This Agreement shall not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

12. Changes. Agreement Express may revise these Terms of Use from time to time at its sole discretion. Agreement Express will post the revised terms on the Service with a “last updated” date. However, any changes or updates to the dispute resolution provisions set forth in these Terms of Use will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted. PLEASE REVIEW THE SERVICE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICE AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS OF USE.