1. Content; Copyright and Trademark Notice. All media, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site and within the Applications (collectively, but not including your posted content, “Content“), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site, is owned or licensed by or to XignOff, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in these Terms, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without XignOff’s prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses to any patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and XignOff reserves all rights not expressly granted hereunder. Use of the Site for purposes of competitive intelligence is strictly prohibited and a violation of these Terms. If you access the Site and replicate on a competitive service any of the Site’s features, any portion of the Site’s user interface, or any other intellectual property displayed on the Site, you agree to pay damages, including but not limited to, liquidated damages in the amount of all revenue earned by your competitive service after the date material was copied from the Site.
a. XignOff, and all the other marks, custom graphics, icons, logos and service names on the Site and in the Application(s) are the trademarks and service marks of XignOff or its licensors. The use of any such trademark or service mark without XignOff’s express written consent is strictly prohibited.
b. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice, or other content available through XignOff. XignOff generally does not pre-screen, monitor or edit the content posted by other users. However, XignOff and its agents have the right, at their sole discretion, to remove at any time any content that, in XignOff’s judgment, does not comply with these Terms or is otherwise harmful, objectionable or inaccurate. XignOff is not responsible for any failure or delay in removing such content. XignOff shall have the right, but not the obligation, to monitor the content of XignOff, including postings and communications, to determine compliance with these Terms and any operating rules established by XignOff and to satisfy any law, regulation or authorized government request.
c. No part of the Site, the Application(s) or these Terms is intended or shall be construed as legal advice. Neither XignOff nor any of its content providers shall be liable for any errors or omissions in the content or for any actions taken in reliance thereon.
2. Registration; Customer Accounts; Use of Site, Services and Applications. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify XignOff immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by XignOff or any other user of the Site, Services or Application(s) due to someone else using your password or customer account.
a. Use of Passwords. You may not use anyone else’s password or customer account at any time or attempt to gain unauthorized access to the Site, Services or Application(s). You agree to provide us with accurate, current and complete information about yourself and your billing/payment information as prompted by the registration process or any conversion and redemption process. You may update any of your account information by following the procedures set forth on the Site or Application(s). You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, index, manipulate, test or monitor any portion of the Site, Services or Application(s) or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site, Services or Application(s) or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site or Application(s). You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, Services or Application(s) or any of the systems or networks comprising or connected to the Site, Services or Application(s).
b. Termination of Access. You also agree that XignOff may, in its sole discretion and without prior notice to you, terminate your access to the Site, Services or Application(s) and your account for any reason, including without limitation: (1) any attempts to overcome any software security features limiting use of or protecting any Content, (2) discontinuance or material modification of the Site or any service offered on or through the Site, Services or Application(s), (3) any suspected or actual violation of these Terms, (4) suspected or actual copyright infringement, (5) unexpected operational difficulties, (6) inactivity for more than 12 months, or (7) requests by law enforcement or other government agencies. Without limiting any of its rights or remedies, if XignOff determines that you have directly or indirectly attempted or committed fraudulent activity with respect to XignOff, XignOff may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law. You agree that XignOff will not be liable to you or to any third party for termination of your account and/or access to the Site, Services or Application(s). For purposes of clarity, upon any termination of your account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of these Terms shall survive such account termination.
c. Payment for Services. As a user of the Services, you will pay charges for the Services at the time and in the periodic amounts that are published on the XignOff website from time to time. Such charges may be paid by credit card or such other means as is permitted under the rules published on the XignOff website. For monthly subscriptions, your credit card will be charged at the beginning of each month for that month’s fee. If you cancel your monthly subscription, such cancellation will be effective on the first of the following month and no future monthly fee shall be charged. For annual or yearly subscriptions, your subscription will expire one year from the subscription date and at that time you will have the opportunity to renew your annual subscription or switch to a monthly subscription. Self-signup plans (Silver, Gold and Platinum) displayed on the Site are licensed for individual use. These plans include a predetermined number of XOs (signature slots), as specified on the Site.
4. Consent To Our Communication With You By E-Mail. By establishing an account with us, you grant permission for XignOff to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at email@example.com or follow the opt-out procedures set forth in such marketing emails. Please note that XignOff will still need to communicate with you via email regarding your transactions and other account related issues, and that these emails are not marketing emails and are not eliminated through the foregoing opt-out procedures.
a. Data Retention. All of your Tags’ information and signatures are archived indefinitely while your subscription remains active and account remains in good standing. If you cancel your subscription or your account is terminated in accordance with the provisions herein, your Tags’ information and/or signatures may be deleted or rendered not accessible via the XignOff web application.
5. Execution of Agreements on XignOff. You hereby agree to and accept the following terms and conditions regarding documents, contracts, and agreements (individually an “agreement” and collectively “agreements“) executed using XignOff:
a. XignOff Not a Party; Performance by Parties. XignOff provides the Site and Application(s) as a facilitator for parties to execute transactions between or among parties other than XignOff. When you and any one or more other parties executes a transaction through XignOff, only you and those other parties have rights and duties with respect to such transaction. XignOff is not a party to any such agreement, and shall not have any liability or responsibility whatsoever with respect to the validity or enforceability of any such transaction, the breach by any party in the performance of its obligations under that agreement, or your failure to obtain the outcome you were seeking to achieve by entering into any such transaction. The sole customer support function provided by XignOff is to answer questions regarding functionality of the Site and/or Application(s), and XignOff will not have any obligation to provide any customer support with respect to the performance by any party to any transaction executed using XignOff.
b. Disputes Under Agreements. If any dispute arises between or among any parties to a transaction that has been executed using XignOff, then XignOff shall not have any responsibility or liability whatsoever with respect to that dispute. Without limiting the generality of the foregoing, XignOff will not have any obligation to assist in mediating any such dispute, to locate any other party to the transaction, or otherwise to facilitate a resolution of the dispute.
c. By capturing signatures on XignOff, you are consenting to electronic business transactions and electronic signatures. You are not required to use XignOff to execute transactions. To withdraw your consent to electronic transactions and electronic signatures, stop using XignOff and notify parties that prefer to execute transactions via XignOff that you wish to capture signatures offline.
d. Disclaimer Regarding Legal Advice, ANY STATEMENTS MADE BY XIGNOFF ABOUT THE VALIDITY OF ELECTRONIC CERTIFICATION OF TRANSACTIONS AND THE SIGNATURE LINES OF TRANSACTIONS THAT ARE ELECTRONICALLY EXECUTED ARE GENERAL IN NATURE AND ARE NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS LEGAL ADVICE. XIGNOFF HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT TRANSACTIONS THAT ARE ELECTRONICALLY EXECUTED THROUGH XIGNOFF ARE VALID OR ENFORCEABLE UNDER THE LAWS OF ANY PARTICULAR STATE OR OTHER JURISDICTION. IF YOU WISH TO VERIFY THE VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION YOU PLAN TO EXECUTE OR HAVE EXECUTED USING XIGNOFF, THEN YOU SHOULD CONSULT A LICENSED ATTORNEY FOR APPROPRIATE LEGAL ADVICE.
e. Taxes. You agree that you and each other party to a transaction that you execute through XignOff are responsible for (i) determining the amount of sales, use or other taxes that you may owe as a result of any such transaction, and (ii) collecting, reporting, and remitting any sales, use or other taxes required under applicable law. You agree that XignOff has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your transactions, and further agree to indemnify, defend and hold XignOff harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing.
f. Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT XIGNOFF SHALL, AND HEREBY AUTHORIZE XIGNOFF TO, COLLECT AND PROVIDE TO OTHER PARTIES INFORMATION THAT IS REASONABLY NECESSARY TO AUTHENTICATE YOUR IDENTITY FOR PURPOSES OF ENTERING INTO AN AGREEMENT USING XIGNOFF, AND TO COMMUNICATE WITH YOU OR ANOTHER PARTY TO THE AGREEMENT REGARDING SUCH AGREEMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THAT AGREEMENT. SUCH INFORMATION MAY INCLUDE, BUT IS NOT LIMITED TO, YOUR NAME, EMAIL ADDRESS, INTERNET PROTOCOL ADDRESS, SYSTEM PREFERENCES, BROWSER PREFERENCES, INSTALLED PLUG-INS, LOCAL STORAGE PREFERENCES, SCREEN RESOLUTION, LOCAL TIMEZONE, BIOMETRIC SIGNATURE, FONT LISTINGS, AND USER AGENT STRING. YOU HEREBY AGREE THAT XIGNOFF SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE COLLECTION OF SUCH INFORMATION, THE DISCLOSURE OF SUCH INFORMATION TO ANY OTHER PARTY, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY ANY OTHER PARTY.
g. Release. You hereby waive and release XignOff and its parents, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors and employees (collectively the “XignOff Released Parties“) from all, and agree not to assert against any of the XignOff Released Parties any, claims, costs, damages or expenses arising from or relating to any of the matters described in the foregoing Paragraphs 5(a) through (f), including but not limited to any such claims, costs, damages or expenses arising from or relating to any dispute with one or more other parties to any agreement executed using XignOff. The release under this Paragraph 5(f) is intended to be a general release of all claims, including both known and unknown claims, and if you are a California resident, then you also hereby you waive any rights that you may have under 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 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.”
6. Feedback and Publicity. You agree that feedback you provide concerning XignOff will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that XignOff may publicly post your feedback without any payment or other obligation to you. You agree that XignOff may edit your feedback in any way that XignOff sees fit and that XignOff may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you. You agree that any comments you make regarding XignOff via email to us, on our contact form, or on our forums may be used as testimonials on the site and in our advertising without any payment or other obligation to you. You grant XignOff the right to include you and/or the company or organization you represent, including publicly available logos or photographs, as a customer on the XignOff website and blog, and in email newsletters and other promotional materials. You can deny XignOff this right by submitting a written request via email to firstname.lastname@example.org, requesting to be excluded from promotional material. Confirmation of such denial (via reply email) must be received prior to subscribing to the XignOff service for this exclusion to be effective. Should you come to be or already be included in XignOff promotional material, as a result of any prior subscription where you did not request exclusion from promotional material, you can at any point in time, submit a written request via email to email@example.com to have XignOff remove your name from promotional material. Upon receipt of such request, XignOff will remove any reference to you or your company from such promotional material within 30 days and make no further reference to you or your company.
8. Disclaimer of Warranties. THE SITE, SERVICES, APPLICATION(S), CONTENT, DATA, AND INFORMATION ARE PROVIDED “AS IS.” XIGNOFF EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE SITE, SERVICES OR APPLICATION(S), INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, OR LACK OF VIRUSES.
10. Policy to Terminate Privileges for Copyright Infringement. Pursuant to 17 U.S.C. ¤ 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act“), XignOff will terminate the account of any customer, or vendor who uses his or her privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to XignOff and later confirmation through court order or an admission by the customer that an account has been an instrument of unlawful infringement, XignOff will terminate the infringing customer’s account. XignOff in its sole discretion also may terminate a customer’s account privileges prior to that time when XignOff has conclusively confirmed that infringement has occurred. In addition, pursuant to 17 U.S.C. ¤ 512(c), XignOff has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. XignOff respects the intellectual property of others and we ask you to do the same. If you believe that your copyright has been infringed through the XignOff.com website, please contact “Legal Department” via mail at: Attn: Legal Department, XignOff, 301 Route 17 North, 8th Floor, Rutherford, NJ 07070.
11. Miscellaneous. No delay or failure to take action under these Terms shall constitute any waiver by XignOff of any provision of these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then the remainder of such provision and these Terms shall be enforced to that maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect. These Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms shall be null and void. XignOff may freely assign these Terms without consent or notice. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of XignOff and you and its and your respective successors and assigns. Any claim under these Terms must be brought within six (6) months after the cause of action arises. These Terms shall be governed by the laws of the State of New Jersey without regard to or application of any conflict of laws provisions. You acknowledge that these Terms have been entered into, and performance under these Terms shall occur, in the City of Rutherford, New Jersey, and therefore hereby consent to the exclusive jurisdiction of the Superior Court in and for Bergen County, the State of New Jersey, and the United States Federal District Court in and for the Central District of New Jersey. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled on an individual basis in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, New York, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. These Terms constitute the complete and exclusive agreement between XignOff and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Last modified: June 03, 2013
XignOff respects your privacy. We will not release your private information or information that can identify you as an individual to any third party or partner. We do periodically mine anonymous statistical information that can be made available to third parties and our partners.
Any information you provide on the XignOff site will be held with the utmost care, and will not be used in ways that you have not consented to. A more detailed explanation about how we safeguard your personal information is described below.
1. Resale or Disclosure of Information to Third Parties. XignOff does not sell, rent, loan, trade or lease any personal information collected on its site, including membership forums and email lists, unless contact has been requested during information submission. On occassion, XignOff does sell, rent, loan, trade or lease anonymous information collected on its site. We think this reflects best practices in the industry and welcome your feedback.
2. Browser Information Collected on the Website. XignOff analyzes its website logs to continually re-evaluate the site contents to better meet customer needs. The logs do not allow the identification of any personal details. Our server(s) records IP addresses of visitors to our site. An IP address is a number that is automatically assigned to your computer when you use the Internet. We use IP addresses to identify customer and/or signature location, analyze trends, track user movement, and gather broad statistics.
4. Location Information Collected on the Website. As part of our Service(s), our server(s) records location (geo-positioning) information specific to where each signature is acquired. This information is used to (i) together with other elements, certify the uniqueness of each captured signature and (ii) aid in identifying the location of the transaction. This information is as accurate as delivered by the third-party on which XignOff relies to obtain it, and does not allow for the identification of any personal details. This information is displayed on the Site and/or within the Application(s), to each specific customer individually as part of each signature captured.
Last modified: June 03, 2013