Vignature Terms of Service

LAST UPDATED – APRIL 28, 2011

The purpose of this website, vignature.com (the “Site”), owned and operated by Vignature Inc. (“Vignature”) is to provide electronic signature services (“Service”). Please read these terms of service (“Terms of Service”) carefully before using the Site or any Service. By using or accessing the Site or any Service, you agree to become bound by all the terms and conditions of the Terms of Service. If you do not agree to all the terms and conditions of the Terms of Service, do not visit the Site or use any Service. The Site and Services are accessed by you (“User” or “You”) under the following terms and conditions:

Your use of any Service is an unconditional acceptance of our Terms of Service; provided you have the legal capacity to enter into contracts for yourself or for your organization. You are required to provide current and accurate information as part of our account registration process.

We may, in our sole discretion, modify the Terms of Service with or without notice to You. The “Last Updated” date at the top the Terms of Service will indicate when the latest modifications were made. By continuing to access and use the Site and/or any Service after the Terms of Service are modified, you agree to such modifications. Therefore, you should review the Terms of Service prior to each use of the Site and/or the Service.

I. ACCOUNT USE

Our Service is available to all individuals who are at least 18 years of age. Our Service is not available to any temporarily or indefinitely suspended users. By registering to use our Service, you represent and warrant that you are at least 18 years of age. Accounts and user logins may not be registered via automated methods.
You must maintain the security of your account and all user passwords.
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
You may not use this Service for any illegal or unauthorized purposes, such as violating third party copyrights.
You are responsible for your account and all of its users' activity and posted content.
When you complete our registration process you will create a password that will enable you to access the Services. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security.

II. FREE ACCOUNTS

Free accounts are subject to these Terms of Service.

III. PAYMENTS, REFUNDS, ADDING SERVICES

A valid credit card is required for all paying accounts.
Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits allowed, including refunds or pro-rated months (i.e., credits for partial service periods).
For any add-on services your credit card will automatically be charged a pro-rated amount, until the next billing cycle.
Our fees are exclusive of taxes or levies imposed by taxing authorities. You are responsible for payment of all such taxes or levies imposed on you as an account holder.

IV. CANCELLATION

You are solely responsible for canceling your account. For your protection, you may only cancel via our simple, web-based cancellation interface. We do not accept cancellations via email, phone, fax or letter.
We are not liable for any loss resulting from cancellation.
All of your archived documents will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

V. MODIFICATIONS TO THE SERVICE AND PRICES

We reserve the right to modify or discontinue the Service (or any part thereof) with or without notice to you.
Prices of all Services (including free services) are subject to change upon 30 days notice from us. Such notice will be posted to the Site or the Service and if this price change affects your current billing we will attempt to notify you by email 30 days in advance of the change. Subscriptions longer than 30 days will be honored at the previously agreed to rate until the end of the subscription term.
We are not liable to you or any third party for any modification, price change, suspension or discontinuance of the Service.

VI. OWNERSHIP RIGHTS

You acknowledge that all materials at the Site and the Service, including the Site’s and the Service’s design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, “Materials”), are the property of Vignature and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. Vignature authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Vignature or the respective copyright owner. In an absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described at the Site and/or the Service are the sole property of Vignature and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Vignature and/or its licensors. In addition, all page headers, custom graphics, button icons and scripts are the property of Vignature and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of Vignature. We reserve the right to enforce its intellectual property rights to the fullest extent of the law.

For the avoidance of doubt, your use of the Site and the Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through this Terms of Service or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Service are either the property of Vignature or its affiliates or licensors. Vignature retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. Upon termination of the Terms of Service and/or your use of the Service, the license shall also terminate and all rights shall revert to Vignature without the taking of action on the part of either party. All rights not expressly granted herein by Vignature to you are fully reserved by Vignature, its advertisers and licensors.

Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Site and the Service may not be owned by Vignature Inc., and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, Vignature Inc., the Service, our products and services, or the Site.

VII. OTHER CONDITIONS

Your use of this Service is at your sole risk. The Service is provided on an "as is" and "as available" basis.
We make no representation or warrant that our Service will be compliant in any state, jurisdiction, or industry. It is your responsibility to ensure our Service is in compliance with all applicable jurisdiction, state, and industry regulations.
You understand that we may use third party vendors to help provide the Service to you.
You must not modify the Service or another website to falsely imply association with the Service, our company or any other service we provide.
You must not store or post pornographic, obscene, defamatory, threatening or otherwise objectionable content, or content that violates any person's intellectual property or links to such content, through the Service.
You understand that the technical processing and transmission of the Service, including your documents, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not transmit any malicious programs such as viruses, worms and other code or programs intended to inflict harm.

VIII. DISCLAIMER OF WARRANTIES

THE SITE AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO INFORMATION OR ASSISTANCE, WHETHER WRITTEN OR ORAL, PROVIDED BY US OR ANY THIRD PARTY TO YOU SHALL CREATE OR EXTEND ANY WARRANTY. WE DO NOT WARRANT THAT OUR SERVICE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS AND WE DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED THROUGH THIS SERVICE OR THE INTERNET. WE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, ERRORS, FAILURE TO PERFORM, INTERRUPTIONS OR DISRUPTIONS IN THE SOFTWARE OR SERVICES CAUSED BY OR RESULTING FROM FORCE MAJEURE EVENTS, ACTS OF THIRD PARTIES, OMISSIONS OR CONDITIONS BEYOND OUR REASONABLE AND FORSEEABLE CONTROL.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in the Terms of Service may not apply to you.

IX. LIMITATION OF LIABILITY

We shall have no liability, whether under any legal theory of warranty, contract, tort (including our negligence or the negligence of any third party), strict liability, or otherwise regarding the Service or other actions performed by us and relating in any way to this Terms of Service. In no event shall we or any third parties be liable for any special, indirect, incidental, or consequential damage or loss of any nature (such as damages for delay, damage to property, lost profits, death or injury to person, or any claims of those not a party to the Terms of Service) which may arise in connection with the Service or other acts performed under or relating to this Terms of Service. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF VIGNATURE FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY PRODUCT, INFORMATION OR SERVICE PURCHASED BY YOU FROM VIGNATURE ON THIS SITE OR THE SERVICE.

X. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Vignature against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of or conduct at the Site or Service, any activity related to your account by you or any other person, any material that you submit to, post on or transmit through the Site or the Service, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Site or the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.

XI. SUSPENSION OF SERVICE OR CANCELLATION

We reserve the right to suspend or cancel your account access if in our reasonable judgment, your account is the source or target of a violation of any of these terms, or for any other situation we deem reasonably necessary. You will not receive a refund if your account is suspended or canceled.

XII. SEVERABILITY

If any provision herein shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

XIII. ENTIRE AGREEMENT

Use of the Site and the Service is subject to the terms of our Privacy Policy found at [LINK: Privacy Policy], which is hereby incorporated into and made part of these Terms of Service. Please carefully review our Privacy Policy. By using the Site or the Service, you agree to be bound by the terms of our Privacy Policy. Our current Terms of Service and our current Privacy are our entire agreement with you regarding these matters and supersede any prior agreements or prior terms of service or policies.

XIV. WAIVER

The failure of Vignature to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service.

XV. APPLICABLE LAW AND JURISDICTION

Our Terms of Service are subject to the governing laws of the State of Texas. Only courts of competent jurisdiction in Texas shall have original jurisdiction over any disputes arising hereunder or relating to the Software or Services. Any disputes must be brought forth in Dallas County, Texas.