Pinned
Terms and Service

Last Updated: May 13, 2024

Terms

Agreement - These Terms of Service.

Provider (Company, Pinned) - the Digital Malls Corp. legal entity registered and acting under the laws of the United States of America.

Third Party - a legal entity using the Provider’s service, with whom you have already concluded a corresponding agreement or which you enter into through the Provider’s Services, within the framework of which you have an obligation to such a third party to provide documents and information, to sign documents, to transfer funds or other obligations.

You (Client) - a user of the Services, under this Agreement, a legal entity or an authorized individual, but in any case, acting as a legal entity.

Services – activities of the Provider aimed at providing you with information and technological interaction between you and the Third Party on the corresponding website or mobile application. Depending on the Third Party, as well as on the project on the website or mobile application of which you are, the Provider’s services may include, but are not limited to: accepting applications for the transfer of your funds to a Third Party, a service for signing documents between you and the Third Party electronic signature.

Authorized User - means anyone you authorize to access and use the Services under your account.

These Terms of Service form an Agreement between you as a user and the Provider regarding your use of the websites, software (including software applications, mobile applications and API) that enable you to obtain the Services.

IMPORTANT: BY CLICKING “CONTINUE” OR SIMILAR WORDING TO CREATE AN ACCOUNT, SIGNING ANY DOCUMENT THAT INCORPORATES THESE TERMS BY REFERENCE, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICES, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK TO CREATE AN ACCOUNT, SIGN A DOCUMENT THAT INCORPORATES THESE TERMS, COMPLETE THE REGISTRATION PROCESS, OR USE THE SERVICES.

1. SERVICES

1.1. Users. You and your Authorized Users may use the Services as permitted by the Agreement. You are responsible for the actions of your Authorized Users. If you are an Authorized User of an organization, you agree that (i) the organization owns the account, including its content, and may at any time access, use, control, and disable your account and its content; (ii) the organization will have access to your data contained in the Services. If you use an email address procured for you by your organization (such as work email) to create your Services account, the organization owns the account.

1.2. Use by Children. Our Services are not designed for or marketed to children under 18.

1.3. Account Access Credentials. You are responsible for keeping control of your account access credentials (such as login, password, two-factor authentication codes, and backup codes) and for keeping it confidential, safe, and up to date.

1.4. Free and Beta Services. Provider may choose to make certain Services available to you for free, including as a trial or promotion (“ Free Services”). Further, Provider may invite you to try new features or functionality not generally available to users (“ Beta Services ”). Free Services and Beta Services are for evaluation purposes only. Provider may discontinue Free Services and Beta Services at any time and may never make Beta Services generally available. FREE SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

1.5. Third-Party Services. Optional third-party services available through the Services (“ Third-Party Services”) may be governed by separate terms and conditions. Warranties for Third-Party Services are only available if the third-party provider makes such warranties to you. Otherwise, Provider is not responsible for such Third-Party Services. By using Third-Party Services, you authorize Provider to share your account data and Your Content with the third-party provider to enable you to access and receive the Third-Party Services. Services depend on third-party networks, Internet providers, and device manufacturers that are outside of Provider’s control. You acknowledge that Provider will not be responsible for performance or non-performance because of such networks or devices.

1.6. Changes to the Services. Provider may enhance, upgrade, modify, discontinue, or stop supporting the Services at any time. However, Provider will not materially reduce or discontinue the core functionality of the Services except as permitted by this Agreement.

2. AGREEMENT INCLUDES ADDITIONAL DOCUMENTS.

“Agreement” includes these Terms of Service, and the following additional documents (to the extent applicable):

• “Pinned Privacy”, which governs the handling and transfer of personal data, available at https://pinned.io/privacy.
• eSignature Service Term - available at Terms of Service.

The Agreement is the entire agreement between the parties with respect to your access and use of the Services. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and prevails over any inconsistent or conflicting terms contained in any documents, communications, or discussions. In case of a conflict or inconsistency between these Terms and any other document that forms the Agreement, these Terms will control unless another document explicitly states that it overrules these Terms.

3. CONTENT OWNERSHIP

3.1. Your Content. “Your Content” means your documents, communications, personal information, and other content you, including your Authorized Users, upload into or use with the Services. Between you and Provider, you own all rights to Your Content. You are responsible for ensuring that Your Content complies with the law.

3.2. Provider Content. “Provider Content” means documents, communications, data, including aggregated and anonymized data about the use and performance of the Services, and other content provided by Provider as part of the Services or as part of Provider’s business operations. Between you and Provider, Provider owns all rights to Provider Content. Provider Content is considered free Services unless the cost of the Services is expressly stated. All rights not expressly granted in this Agreement are reserved by Provider. No rights are granted by implication, waiver, or estoppel.

3.3. Third-Party Content. “Third-Party Content” means content owned by someone other than you or Provider. Third parties or Provider may post or refer to Third-Party Content on the Services. For example, as part of Free Services, the Services may include a reference, including preview or snippet, to a publicly available document found on a third-party website. Further, as part of Free Services, Provider may index and categorize such publicly available documents to make it easier for you to search for them. Such referenced or indexed content remains Third- Party Content. THIRD-PARTY CONTENT IS PROVIDED “AS IS” AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

3.4. Feedback If you provide an idea, suggestion, information, or feedback relating to the Services (“ Feedback”), including, without limitation, new features or functionality, by this Agreement you assign to Provider all rights, including all copyright, patent, and other intellectual property rights in all of your Feedback to Provider. This includes Feedback submitted to Provider via support tickets, email, chat, survey, product review. Where assignment is prohibited by law, you grant Provider and its affiliates an exclusive (even as to you), transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use all Feedback.

3.5. DMCA Takedown Requests. If you believe that any content should not be available on the Services, you should report it to Provider’s support team.

4. CONFIDENTIALITY

4.1. Definition of Confidential Information. All non-public information disclosed by a party (the “disclosing party”) to the other party (the “receiving party”) that the receiving party knows or reasonably should know is confidential to the disclosing party is “ Confidential Information,” except for the information which: (a) becomes publicly available through no fault of the receiving party; (b) is known by the receiving party at the time of receiving such information without confidentiality obligations; (c) is obtained by the receiving party on a non-confidential basis from a third party that was not restricted from disclosing such information; or (d) is independently developed by the receiving party without the use of Confidential Information.

4.2. Confidentiality Obligations. The receiving party agrees to (i) protect Confidential Information with reasonable care and (ii) use Confidential Information only as necessary for purposes of this Agreement. Each party may disclose relevant portions of Confidential Information to the receiving party’s representatives, on a need-to-know basis, on condition that such individuals or entities are under obligations of confidentiality that require them to protect the Confidential Information to the same extent as required under this Agreement. If requested by Provider, you will return or destroy all copies of Provider’s Confidential Information in your possession or control within thirty (30) days. To delete your Confidential Information, you will delete your account via your account settings. Provider support can assist you with this process. If you delete your account, Provider will remove Confidential Information in your account per the then-current deletion policy or practice. However, each receiving party will not be obligated to delete any copies which are (a) needed to comply with a legal obligation or (b) are stored in its automated data backup systems. Either party may disclose Confidential Information in compliance with a mandatory legal request. These confidentiality obligations will remain in effect for the duration of the Agreement plus three (3) years.

4.3. Other Non-Disclosure Agreements. If the parties execute another non-disclosure agreement, it will supplement (and not overrule) this Agreement and exist concurrently with it. In the event of inconsistency or conflict, the provision that provides the disclosing party with the broadest confidentiality protection will apply.

4.4. Special disclaimer. The Provider may and is obliged to transfer Confidential Information to a Third Party if you, through the Provider’s service, and equally through the Services, instruct the Provider to transfer documents and other information to the Third Party.

5. LICENSE

5.1. Your License. Subject to your compliance with this Agreement, Provider grants you a limited, non-exclusive, non-transferable license to use the Services solely internally and internal business use. Provider reserves all rights not expressly granted to you in this Agreement.

5.3. Protective Actions. If Provider reasonably determines that you violate any of the use restrictions above, Provider may suspend or terminate your access to the Services or utilize other mechanisms available to Provider to prevent violations, including removing violating content and deactivating URLs or links provided by the Services. Provider will exercise commercially reasonable efforts to give you notice without unreasonable delay after taking protective action.

6. YOU AGREE TO RECEIVE ELECTRONIC COMMUNICATIONS, INCLUDING MARKETING COMMUNICATIONS.

By accepting these Terms, you consent to receive electronic communications from Provider. These electronic communications may include notices about your subscription, payments, security, violations of the Agreement, suspension of your use of the Services, termination of the Agreement, changes to Services, and other communications related to the Services. You expressly agree to receive marketing communications from Provider to the extent consent by accepting these Terms is permitted by law.

7. PROVIDER WARRANTIES

7.1. Provider Warranties Provider warrants to you that the Services (excluding Free Services, Beta Services, Third-Party Content, and Third-Party Services) will:

• operate substantially in conformance with the Subscription Terms and Service Level Agreement and other requirements of this Agreement;
• not, to Provider’s knowledge, infringe any United States patent, registered trademark, copyright, or trade secret; and
• be provided via an infrastructure that employs security practices that Provider has determined in good faith to be commercially reasonable.

7.2. AS-IS; NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PROVIDER EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM COURSE OF DEALING AND USAGE OF TRADE.

7.3. NO LEGAL OR OTHER PROFESSIONAL ADVICE. NONE OF THE SERVICES AND PROVIDER CONTENT CONSTITUTES OR PROVIDES LEGAL OR OTHER PROFESSIONAL ADVICE. PROVIDER DOES NOT WARRANT THAT ANY OF THE SERVICES OR PROVIDER CONTENT WILL PRODUCE ANY SPECIFIC LEGAL OUTCOME. YOU SHOULD CONSULT A QUALIFIED LICENSED ATTORNEY OR ANOTHER APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. PROVIDER IS NOT A LAW FIRM, AND COMMUNICATIONS BETWEEN YOU AND PROVIDER WILL NOT BE PROTECTED AS PRIVILEGED COMMUNICATIONS UNDER THE ATTORNEY-CLIENT PRIVILEGE OR WORK PRODUCT DOCTRINE.

8. YOU AGREE TO PAY THE FEES OWED FOR THE SERVICES.

8.1. Fees for the Services. You will pay Provider all fees for the Services (if such a fee is provided) in accordance with Subscription Terms without withholding, offset, or deduction. Except as otherwise agreed by Provider, all fees are non-refundable, even if you are not using the Services or have only briefly used the Services. Any prepaid, unused Services will expire at the end of your subscription period unless carryover is expressly permitted by the Subscription Terms.

8.2. Excess Usage Fees. If you exceed any usage limits set in your Subscription Terms, we will bill you for the excess usage as described in the Subscription Terms. To the extent your Subscription Terms do not specify excess usage terms, the following provisions will apply:

1. (I) your per unit price will be the standard list price available on the Services;
2. (II) your limit will be one hundred (100) units (for example documents or transactions) per licensed user per month of Services;
3. (III) Provider will bill you for excess usage monthly or in other reasonable increments; and
4. (IV) you are responsible for tracking your usage, and Provider is not obligated to notify you before you incur excess usage fees.

8.3. Taxes. You agree to pay all taxes and similar assessments, including sales tax, use tax, value-added tax (VAT), and goods and services tax (GST), imposed by any government on Services. If Provider does not collect taxes at the time of original purchase, Provider reserves the right to collect such taxes later using the same payment method with written notice explaining such charges. Provider also reserves the right to collect any penalties or interest imposed on your transactions if they are your fault (for example, if you provide us with a false address or tax status at the time of purchase).

8.4. Changes in Fees Will Be Effective as of Next Subscription Period. Provider may change its fees for the Services any time, including introducing fees for formerly Free Services. Provider will notify you of such changes in writing or by posting on the Services. Any changes in fees to your Services will be effective as of your next subscription period and will not impact your current subscription period. Any changes in the price of your Services will take effect on your next subscription period and will not affect your current subscription period. You may refuse paid Services before the introduction of fees for such Services.

8.5. Payment Terms. If your Subscription Terms do not specify a different due date, your fees are due on the first day of the subscription period. If your Subscription Terms require Provider to invoice you, you agree to pay all fees within thirty (30) days of the date of Provider’s invoice. All fees are payable in the currency specified on your Subscription Terms. You agree to provide complete and accurate billing and contact information on Provider’s request and keep it updated for the duration of the Agreement. If you do not pay amounts when due, Provider may immediately suspend your access to Services and charge interest on the overdue amount until actually paid at the rate of 1.5% per month, calculated daily and compounded monthly, or the highest rate permitted by law, whichever is lower. You will reimburse Provider for all reasonable attorneys’ fees and costs incurred to collect past due amounts.

8.6. Automated Billing Before you can access Services, Provider may require you to provide a valid credit card or another form of payment acceptable to Provider. If you provide a credit card or other payment account which allows Provider to charge it, you agree that Provider may charge such payment account for all amounts due under this Agreement, including recurring fees. Provider may test your payment account with a small charge, which will be refunded to you within ten (10) business days. To avoid interruption of your Services, Provider may cooperate with your card provider to automatically update your payment account information. You authorize Provider and its payment processing providers to store your payment account information, including updates, and use it in connection with your use of the Services as described in your Subscription Terms.

8.7. Contact Support with Questions about Payments. If you have a question about your payment or would like to dispute an invoice, you will contact Provider’s support team through the channels described on Provider website with details of the question or dispute, any supporting documentation, and your contact information within 30 days of the payment or receipt of the invoice. If you fail to contact Provider support before disputing the payment with a financial institution, Provider may use such failure as an argument against your dispute. You will continue to pay all undisputed amounts when due while the parties work diligently to promptly resolve the dispute. When a dispute is resolved, Provider will promptly credit any amount owed to you, and you will promptly pay all amounts owed to Provider.

9. BOTH PARTIES AGREE TO LIMIT LIABILITY.

EXCEPT FOR YOUR BREACH OF ANY OF YOUR OBLIGATIONS IN SECTION 5 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, OR GOODWILL, LOST DATA OR CONTENT, DATA BREACHES, LOST CUSTOMERS, BUSINESS INTERRUPTION, COST OF COVER, OR REPLACEMENT SERVICES, IN CONNECTION WITH THE SERVICES OR FROM YOUR USE OF OR INABILITY TO USE SERVICES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF THE PROVIDER TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNT OF FEES PAID BY YOU TO PROVIDER DURING THE TWELVE (12) MONTHS BEFORE THE DATE ON WHICH ANY CLAIM AROSE. YOU ACKNOWLEDGE THAT THE EXCLUSIONS, DISCLAIMERS, AND LIMITATIONS IN THIS AGREEMENT, INCLUDING THOSE IN SECTIONS 7 AND 9, ARE AN ESSENTIAL PART OF THIS AGREEMENT, INCLUDING THE AGREEMENT ON ALLOCATION OF RISKS, AND ARE THE BASIS FOR ENABLING PROVIDER TO OFFER THE SERVICES TO YOU FOR THE FEES SPECIFIED. YOUR JURISDICTION MAY NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF LIABILITY, SO THE LIMITATIONS OR EXCLUSIONS OF SECTIONS 7 AND 9 OF THIS AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PROVIDER WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION

10.1. Provider Indemnification. Subject to Section 9 above, Provider will defend you from any written claim or legal proceedings brought by a third party (each, a “ Claim”), and indemnify and hold you harmless from the resulting liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (“ Liabilities”), to the extent such Claim alleges that the Services infringe any United States patent, registered trademark, or copyright or that Provider misappropriated such third party’s trade secrets enforceable in the United States in the development of the Services. If a Claim is made or appears likely to occur, then Provider may, in its sole discretion, (a) procure for you the right to continue using the Services; (b) replace or modify the Services so that they are not infringing; or (c) terminate this Agreement with respect to the infringing portion of the Services and refund any prepaid, unused fees for such portion of the Services from the date of termination through the end of the prepaid subscription period. This Section 10.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services against Provider’s written instructions; (B) modifications to the Services not made by Provider; (C) Your Content or Third-Party Content; (D) Free Services, Beta Services, or Third-Party Services; (E) your continued use of the Services after notice of allegedly infringing material or being informed of modifications that would have avoided the alleged infringement in whole or in part; and (F) your illegal conduct or breach of this Agreement. THIS SECTION 10.1 DESCRIBES PROVIDER’S ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10.2. Your Indemnification. You will defend Provider from any Claim and indemnify and hold Provider harmless from the resulting Liabilities to the extent such Claim alleges that (a) Your Content infringes or misappropriates such third party’s intellectual property rights; (b) your breach of Section 5; or (c) your violation of law, gross negligence, or willful misconduct.

10.3. Notification Procedure. The indemnified party will (a) promptly provide notice to indemnifying party of any Claim for which indemnity is sought, (b) permit indemnifying party to control the defense of any such Claim, and (c) provide reasonable assistance to indemnifying party (at the indemnifying party's expense). The indemnifying party will not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party’s prior written consent.

11. HANDLING OF PERSONAL DATA

12. TERM AND TERMINATION OF THIS AGREEMENT.

12.1. Agreement Term. The Agreement will be effective when you first accept the Agreement, such as by clicking “continue,” or similar wording to create an account for the Services or by executing the Subscription Terms document with Provider that incorporates the Terms by reference. The initial subscription period for your Services will be specified in the Subscription Terms. The Agreement will automatically renew for successive subscription periods equal to your initial subscription period until one party terminates it. If no subscription period is specified, the Agreement will renew month-to-month.

12.2. Your Right to Terminate. You may notify the Provider of termination of this Agreement at any time by (a) logging into the Services and canceling your subscription through your account settings (if available) or (b) contacting Provider support and receiving written confirmation of receipt of your request. Provider will not refund you any fees on termination except as otherwise agreed by Provider. If you have not been charged for the Services, you may request that your account be deleted, which will also terminate this Agreement.

12.3. Provider’s Right to Terminate. Provider may terminate this Agreement for cause without refund if (a) you violate the use restrictions in Section 5, (b) you miss a payment and do not pay within thirty (30) days after written notice, (c) your billing, payment, or the contact information is materially false, fraudulent, or invalid, (d) your payment bounces back or is reversed, (e) you materially breach this Agreement and do not cure such breach within thirty (30) days of Provider’s written notice specifying the alleged breach, or (f) you enter into receivership, general assignment for the benefit of its creditors, bankruptcy or insolvency proceeding, liquidation, dissolution, or termination of your business operations.

12.4. Surviving Provisions. The provisions that by their express terms or nature continue and survive, including this Section 12.4 and the terms of Sections 8, 9, 10, 13, 14, 15, and 17, will survive termination or expiration of this Agreement.

13. NO ACCESS TO CONTENT OR SERVICES AFTER TERMINATION.

Once this Agreement is terminated, your account, Your Content, Provider Content, Third-Party Content, and the rest of the Services may immediately become inaccessible to you. On request made within thirty (30) days after termination, Provider will grant you reasonable access to your Services solely for you to download Your Content using Services’ standard download functionalities. After such period, Provider will have no obligation to maintain or provide access to any of Your Content and may thereafter delete or destroy all copies of Your Content unless Provider is legally required to maintain it. YOU ACKNOWLEDGE THAT IF YOU DO NOT DOWNLOAD YOUR CONTENT TIMELY, YOUR CONTENT MAY BE DELETED PERMANENTLY.

14. NO CLASS ACTION LITIGATION AND WAIVER OF JURY TRIAL.

14.1. No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL BRING CLAIMS SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE BROUGHT ON A COLLECTIVE OR CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER”). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES.

14.2. Waiver of Jury Trial. EACH PARTY BY THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.

15. GOVERNING LAW

The law that governs all matters arising out of this Agreement and the venue where legal disputes will be resolved is identified – Delaware, USA, excluding conflict of laws rules. The body of law controlling conflicts of law does not apply. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

16. CHANGES TO THE AGREEMENT

PROVIDER MAY FROM TIME TO TIME PROPOSE CHANGES TO THIS AGREEMENT BY POSTING AN UPDATED VERSION OF THE AGREEMENT ON ITS WEBSITES. PROVIDER WILL NOTIFY YOU OF SUCH UPDATED VERSION THROUGH YOUR ACCOUNT OR BY OTHER REASONABLE MEANS IF ANY PROPOSED CHANGES TO THE AGREEMENT ARE MATERIAL. EXCEPT FOR CHANGES REQUIRED FOR COMPLIANCE WITH THE LAW, WHICH WILL BE EFFECTIVE IMMEDIATELY, ANY PROPOSED CHANGES THAT ARE MATERIAL WILL BE EFFECTIVE AS OF YOUR NEXT SUBSCRIPTION PERIOD. IF YOU WISH TO REJECT SUCH CHANGES, YOU WILL TERMINATE THIS AGREEMENT AS PERMITTED BY ITS TERMS.

17. BOTH PARTIES AGREE TO THE FOLLOWING GENERAL PROVISIONS.

• In no event will Provider be liable to you, or be deemed to have breached the Agreement, for any failure, interruption, or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any reason, cause, event, or circumstances beyond Provider’s reasonable control (“ Force Majeure”). Force Majeure includes, but is not limited to natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, embargos, orders of government, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, cloud service providers, and other third parties; explosions and fires; epidemics, pandemics, public health emergencies, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a Party (whether or not similar to those listed in this paragraph).
• You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any of Your Content outside the United States of America.
• In connection with these Terms and your use of the Services, you agree to comply with all applicable anti-corruption and anti-money laundering laws, statutes, and regulations, including Foreign Corrupt Practices Act of 1977 and UK Bribery Act 2010.
• The Services are "commercial items" as that term is defined at 48 C.F.R. 2.101 (October 1995) consisting of "commercial computer software" and "commercial computer software documentation" as used in 48 C.F.R. 12.212 (Sept 1995) and are provided to the U.S. Government only as a commercial end item. All U.S. Government End User's rights to access and use the Services are set in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 (June 1995).
• All waivers of rights under this Agreement must be in writing by the party waiving its rights. No consent by a party to, or waiver of, a breach by the other party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by a party.
• If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of the Agreement within the limits of applicable law.
• Neither party may assign this Agreement or any right or obligations provided by it, except in connection with a merger, acquisition, or sale of substantially all of its assets. Provider may also transfer or assign its rights under this Agreement to an affiliate. Any attempted assignment in violation of this section is void. The Agreement will be binding on and inure to the benefit of the successors and permitted assignees of the parties.
• Provider may use your name and logo for the limited purpose of identifying you as a customer, including by listing your company’s name and logo on Provider’s website. Neither party will otherwise refer to the identity of the other party in its public marketing communications unless the other party gave prior written consent.
• Both parties agree that any notices, agreements, disclosures, or other communications that the other party sends to it electronically will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication to you is sent to the email address provided on your account and that any communication to Provider is sent to the applicable notice address specified in the Contracting Entity Table

Section 2. ESIGNATURE SERVICE TERM

This eSignature Service Term (the “ eSignature Term”) was last updated on May 13, 2024. Unless otherwise defined in this eSignature Term, capitalized terms will have the meaning given to them in the General Terms.

1. DEFINITIONS

Account means a unique account established by Customer to enable its Authorized Users to access and use a Service.

Pinned eSignature means the on-demand electronic signature Company Service, which provides online display, certified delivery, acknowledgement, electronic signature, and storage services for eDocuments via the Internet.

Envelope means an electronic record containing one or more eDocuments consisting of a single page or a group of pages of data uploaded to the System.

eDocument refers to a contract, notice, disclosure, or other record or document generated using or deposited into the Company Service for processing.

Signer means a person designated by an Authorized User to access and/or take action upon the eDocuments sent to such individual via Pinned eSignature.

System refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by Company to make available the Pinned eSignature service via the Internet.

Transaction Data means the metadata associated with an Envelope (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses, and signature IDs) that Company may use to generate and maintain the digital audit trail required by Pinned eSignature.

Documentation means any and all written materials, user manuals, and other documentation and materials supplied by us and related to the Pinned Services, excluding any software code or other information customarily subject to a commercial licence, that is provided by Pinned regarding the Services. Documentation includes without limitation Company’s then-current technical and functional documentation for the Company Services.

Customer Data means Confidential Information for you as a Customer and your legal entity means all data uploaded by you or your legal entity to the Services.

Usage Data With respect to this eSignature Term, Usage Data may include, without limitation, any data models created, extrapolated, derived from, adapted, enhanced, or developed by Company using Customer Data and Customer’s and/or its Authorized User’s use of the Services, and any underlying data architecture, including, without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each stage of data processing. Without limitation of any term in this eSignature Terms, Company may analyze Customer Data and Customer usage patterns using techniques such as machine learning in order to improve and develop Company’s current and future products, services, methods, and processes. Any output from such machine learning techniques, including the resultant machine learning models, is deemed Usage Data that is owned by Company. Company retains all right, title, and interest in and to the Usage Data, and any unauthorised use of Usage Data is strictly prohibited.

2. ADDITIONAL USAGE LIMITATIONS AND CUSTOMER RESPONSIBILITIES

i. Company’s provision of Pinned eSignature is conditioned on Customer’s acknowledgement of and agreement to the following:

ii. Pinned eSignature facilitates the completion and/or execution of eDocuments between the parties to those eDocuments. Nothing in this eSignature Term may be construed to make Company a party to any eDocument processed through Pinned eSignature, and Company makes no representation or warranty regarding the transactions sought to be effected by any eDocument;

iii. Between Компанией and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any eDocument. Without limiting the foregoing, all eDocuments, together with any messages included within an Envelope, stored by Company on the System are maintained in an encrypted form, and Company has no control of or access to their contents except to the extent access is requested in writing and made available by Customer to Company;

iv. Certain types of agreements and documents may be excepted from electronic signature laws (In the System, only those documents are signed that are provided for by the system and the corresponding agreement with the Third Party), or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. Company is not responsible or liable to determine whether any particular eDocument is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) can be legally formed by electronic signatures;

v. Company is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Company is not responsible for or liable to produce any of Customer’s eDocuments or other documents to any Third Parties (except for obligations regarding the storage of such documents reached in the relevant agreement with a specific Third Party);

vi. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Company does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements;

vii. Customer undertakes to determine whether any “consumer” is involved in any eDocument presented by its Authorized Users for processing, and, if so, to comply with all requirements imposed by law on such eDocuments or their formation;

viii. Customer agrees that its assigned Account Administrator(s) has authority to provide Company with and accept from Company any required authorizations, requests, or consents on behalf of Customer with respect to Customer’s Account;

ix. Customer agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to Company in relation to the Services, including without limitation instructions through its Account as made by the assigned Account Administrator;

x. Customer may elect to utilize a digital certificate, service, or process that authenticates a Signer’s identity (in case of technical implementation) or the authenticity of an eDocument as part of a Pinned eSignature. If that digital certificate, service, or process is provided by anyone other than Company, even where the digital certificate, service, or process is chosen from a menu from within the Services, Customer agrees that it is solely responsible for determining the reliability, validity, and legality of that third party digital certificate, service, or process and agrees that Company is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal; and

3. eDOCUMENT STORAGE AND DELETION

a. Sending, Storage. During the Term, Company will send and store eDocuments per these eSignature Terms. However, Company may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of Pinned eSignature. Customer, through its Account Administrator(s), may retrieve and store copies of its eDocuments for storage outside of the System at any time during the eSignature Terms when Customer is in good financial standing under these eSignature Terms (if applicable), and may delete or purge its eDocuments from the System at its own discretion.

b. Uncompleted eDocuments. Company may, at its sole discretion, delete uncompleted eDocuments from the System immediately and without notice upon the earlier of: (a) expiration of the Envelope (where Customer has established an expiration for such Envelope, not to exceed 365 days); or (b) expiration of the subscription Term (if applicable). Company assumes no liability or responsibility for a party’s failure or inability to electronically sign any eDocuments within such a period of time.

c. Deletion. Company may delete an Account and Customer Data, including without limitation eDocuments (whether complete or not), upon the expiration of the subscription Term (if applicable). In addition, Company may delete eDocument(s) in a Customer Account at the explicit direction of such Customer and such deletion may also result in the deletion of such eDocument(s) from a Signer Account. Signer hereby acknowledges that any eDocument(s) sent by another Customer to Signer shall be deleted from the Signer’s Pinned eSignature Account when such sending Customer initiates a purge of such eDocument(s) from the sending Customer(s) Account. Signer acknowledges its responsibilities regarding Customer Data under Section 4(a) below and hereby agrees that it is solely responsible for maintaining, if desired, backup copies of its eDocuments (including backup copies stored outside of Pinned eSignature) and further agrees that Company is not responsible for: a) storing eDocuments in a Signer Account after a sending Customer Account purge of such eDocuments; or b) maintaining backup storage of eDocuments on behalf of Signer.

d. Retention of Transaction Data. Company may retain Transaction Data for as long as it has a business purpose (which if required under applicable law, is covered by a legal basis) to do so.

e. Usage Data. With respect to this eSignature Terms, Usage Data may include, without limitation, any data models created, extrapolated, derived from, adapted, enhanced, or developed by Company using Customer Data and Customer’s and/or its Authorized User’s use of the Services, and any underlying data architecture, including, without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each stage of data processing. Without limitation of any term in the Terms, Company may analyze Customer Data and Customer usage patterns using techniques such as machine learning in order to improve and develop Company’s current and future products, services, methods, and processes. Any output from such machine learning techniques, including the resultant machine learning models, is deemed Usage Data that is owned by Company. Company retains all right, title, and interest in and to the Usage Data, and any unauthorised use of Usage Data is strictly prohibited.

4. INFORMATION SECURITY AND PERSONAL DATA

a. Customer Responsibilities. Pinned eSignature provides Customer with certain features and functionalities that Customer may elect to use, including the ability to retrieve and delete its eDocuments in the System. Customer is responsible for properly: (a) configuring Pinned eSignature; (b) using and enforcing controls available in connection with Pinned eSignature (including any security controls); and (c) taking such steps, in accordance with the functionality of Pinned eSignature, that Customer deems adequate to maintain appropriate security, protection, deletion, and backup of Customer Data, which include controlling the management of Authorized Users’ access and credentials to Pinned eSignature, controlling Customer Data that is Processed by Pinned eSignature, and controlling the archiving or deletion of eDocuments in the System. Customer acknowledges that Company has no obligation to protect Customer Data, including Personal Data (defined below), that Customer elects to store or transfer outside of Pinned eSignature (e.g., offline or on-premise storage).

b. Information Security. Company will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of Customer Data.

5. ACCOUNTS & ORGANIZATIONAL ADMINISTRATION

Each Account is associated with a single email address. If the domain of the primary email address associated with an Account is owned by a business or other organization (“Entity”) and was assigned to Customer as an employee, contractor or member of the Entity, such as yourname@youremployer.com or yourname@nonprofit.org (“Entity Email Address”), Customer grants that Entity and its Account Administrator(s) permission to: (a) identify Accounts created with an Entity Email Address; and (b) restrict or terminate access to an Account created with an Entity Email Address. Customer acknowledges and agrees that Company may assist Entity with such administration.

6. SUBSCRIPTION PLANS & PRICES

The prices, features, and options of Pinned eSignature depend on the Subscription Plan selected by Customer (if applicable) as well as any changes instigated by Customer.

7. PINNED PAYMENTS

a. The Company allows Customer to submit agreements, invoices, and other documents to Signers via Pinned eSignature or other Service (если применимо) to facilitate the submission of Signer payment credentials and authorizations directly to payment applications, gateways, processors, and service providers that store, process, or transmit cardholder data as part of authorization or settlement (“Payment Applications”).

b. Company’s provision of Pinned Payments is conditioned on Customer’s acknowledgement of and agreement to the following:

i. The payment processing activities facilitated through Pinned Payments are between Customer and a Payment Application or another third party designated by Customer and not with Company. Customer is solely responsible for registering and maintaining an account with Payment Applications to facilitate the payment processing via Pinned Payments and for complying with all agreements, terms of use, or other terms and conditions between Customer and such Payment Applications. Payment Applications are independent contractors and not agents, employees, or subcontractors of Company. Company does not control the payment methods (i.e., credit card, debit card, ACH transfer) made available by the Payment Applications through Pinned eSignature nor the products or services that are sold or purchased by Customer via Pinned Payments. Customer acknowledges and agrees that Company cannot ensure that a Payment Application Signer or third party will complete a payment processing or that it is authorized to do so.

ii. Customer authorizes (where such authorization is required) Company to store, process, and transmit Customer Data as necessary for a Payment Application to facilitate payment processing between Customer and a third party designated by Customer. Pinned Payments will temporarily store information received from Customer, such as account information for a Payment Application, only to facilitate the payment processing.

iii. Customer is solely responsible for complying with: (1) any applicable standards developed and published by payment networks (such as Visa, Mastercard, American Express, and any other credit, debit, or electronic funds transfer network), including but not limited to, the current Payment Card Industry Data Security Standard (“PCI DSS”); and (2) all laws and regulations applicable to the payment processing conducted by Customer via Pinned Payments, including but not limited to, those that may apply to Customer: in connection with collecting and storing information, including payment credentials about Signers; making adequate, clear, and conspicuous disclosures related to the storage and use of Signers’ payment credentials; and the use of stored payment credentials to collect future payments.

iv. Customer is solely responsible for any and all disputes with any Payment Applications or Signers related to or in connection with a payment processing sought to be facilitated via Pinned Payments, including but not limited to: (1) chargebacks; (2) products or services not received; (3) return of, delayed delivery of, or cancelled products or services; (4) cancelled transactions; (5) duplicate transactions or charges; (6) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (7) the amount of time to complete payment processing.

8. SPECIFIC CAP ON DAMAGES

OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO COMPANY SERVICES PROVIDED UNDER THIS eSignature Term (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY FOR THE COMPANY SERVICE(S) GIVING RISE TO THE CLAIM UNDER THIS SCHEDULE 2 DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.