Terms of Use License Agreement

[Last updated 10.20.2020]

 

eSecure Docs LLC, a Limited Liability Corporation (“Company”) is owner of this software application (the “Software”).

 

This Terms of Use License Agreement (this “Agreement”) describes our policies and practices while you are using the Company Software.  The act of downloading, accessing and/or using the Software application indicates your agreement to be bound by our Privacy Policy and by this Agreement.

 

1.  Notice

 

Company has the right at any time to change or discontinue any aspect or feature of the Software including, without limitation, the content and software needed for access or use of the Software.  By agreeing to use this Software and its Services, you understand and agree to all terms and conditions of this Agreement.  All changes to this Agreement will be binding on you 14 calendar days after they are delivered to you.

 

2.  Intended Use

 

  1. Software License Grant.  This license applies to the object code version of the Software purchased by Licensee from Company or its authorized representative.  Company grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to use the purchased copies of the Software in accordance with its applicable documentation. 

  2. Copies.  Licensee may make a reasonable number of copies of the Software for archival purposes; provided, however, that all notices of Company’ proprietary rights must be reproduced and included on any such copies.  Licensee agrees to take all reasonable steps to protect the Software from unauthorized copying or use.

  3. Ownership.  All right, title and interest in and to the Software and any and all copies thereof including without limitation, all copyright, patent, and other proprietary rights therein, will, at all times, exclusively be owned by Company.

  4. You understand that Company does not accept any liability whatsoever for any harm that might result from any statements presented on the Software, including third-party advertisements posted on the Software.

  5. You understand that any statements by Company, its employees, agents, and affiliates are provided for informational purposes only.

  6. Audit Rights.  Licensee shall permit Company or any agent or designee of Company, upon Company’s written request, access during normal business hours to Licensee’s computers, systems, and related equipment and records to ensure that Licensee is complying with all terms of this Agreement with respect to the Software and the License thereof, including, without limitation, following a termination thereof.

 

3.  Restriction on Use

 

            Except as expressly authorized in this Agreement, Licensee may not rent, lease, sublicense, distribute, transfer, copy, reproduce, display, perform, transmit, modify or timeshare the Software or any portion thereof.  Licensee may not allow any third party or unlicensed user of Product to access or use the Software.  Licensee may not reverse engineer, de-compile, modify in any way, or create derivative works from the Software, or any portion thereof.  Licensee acknowledges and agrees that all improvements and modifications to the Software or any part thereof (whether developed by Company, Licensee or any third party acting on behalf of Licensee at any time during the term of this Agreement) will be and remain the sole and exclusive property of Company, and Licensee will execute any agreements and/or other documents necessary to formally transfer rights in the above to Company

3.1 You must be at least 18 years of age to use this Software.  You agree to be solely responsible for maintaining control over the use and/or access to the Software by minors in your family. 

 

3.2 Disabling a Licensed User.  Notwithstanding the foregoing, in order to protect Company’s licensors and/or publishers intellectual property rights, Company may disable any individual’s access to the eSecureDocs Product(s) immediately if, in eSecuredocs’s sole discretion, such individual’s use of the license violates the terms and conditions of this Agreement or any Order Form issued under this Agreement. 

 

 

4.  Privacy Policy

 

            Please see our Privacy Policy to review how information collected on the Software is used by Company.

 

5.  Use of Information and Materials

 

            Unauthorized use of our Software and systems, including but not limited to misuse of any information posted on the Software, is strictly prohibited. 

 

6.  Claims of Copyright or Trademark Infringement

 

            The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  Company also reviews claims of trademark infringement.  If you believe in good faith that materials hosted by Company infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked.  The notice must include the following information:  (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Software are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  Please be advised that Company will not respond to complaints that do not meet these requirements.  If Company determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Company will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

 

            If you believe in good faith that a notice of copyright infringement has been wrongfully filed against you, the DMCA permits you to send us a counter-notice.  Counter-notices must include the following information:  (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided the original complaint; and (3) a physical or electronic signature (for example, typing your full name).

 

Notices and counter-notices with respect to the Software must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below.  We suggest that you consult your legal advisor before filing a notice or counter-notice.  Also, be aware that there can be penalties for false claims under the DMCA.

 

Agent to Receive Notices of Claimed Infringement:  support@esecuredocs.com________

 

 

7.  Enforcement

a.   Limitation of Warranties and Remedies.  TO THE FULL EXTENT ALLOWED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  COMPANY NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES ON THE SOFTWARE. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INCIDENTIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, EVEN IF COMPANY HAS, OR SHOULD HAVE HAD, ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES.    

b.  Indemnification.  You agree to defend, indemnify, and hold harmless Company and its officers and employees (the “Company Parties”) against any and all third party claims, suits, costs, losses, liabilities, and expenses of any kind (including reasonable attorneys’ fees) that Company may incur arising out of or resulting from the use of the Software or any of the services of Company.

 

c.  Choice of Law and Venue.  THIS AGREEMENT WILL BE CONTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT APPLICATION OF CHOICE-OF-LAW PROVISIONS THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.  BY ENTERING INTO THIS AGREEMENT, ALL PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE VENUE AND PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS OF DALLAS, COUNTY, TEXAS WITH REGARD TO ANY DISPUTE RELATIONG TO THIS AGREEMENT OR ITS ENFORCEMENT.  

d.  Severability.  If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore.

e.  Additional Provisions Regarding Liability.  You and Company agree that the following limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortious, or unlawful conduct or damages for strict liability that may not be limited by law.

f.  Notice.  Any notices or communications sent by you to Company pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as Company may specify in writing.

 

All notices will be sent to: support@esecuredocs.com

           

 

8.  Additional Information

 

a.  Links.  The Software may contain links to other sites.  However, please be aware that Company is not responsible for and cannot control the terms of use and conditions of such other sites.  We encourage you to be aware when you leave the Software, and to read the terms of use of each and every website or Software.  This Agreement applies solely to this Software.  We are not responsible for the content, accuracy, or opinions expressed in such web sites or Software.  Inclusion of any linked web sites on our Software does not imply approval or endorsement of the linked web site by us.

b.  Trademarks.  eSecuredocs, the Company logo, and all page headers, custom graphics, and button icons are service marks, trademarks, and/or trade dress of Company.  All rights are reserved.  All other trademarks appearing on the Software are the property of their respective owners.

 

c.  Copyrights.  The Software contains copyrighted materials and other proprietary information, including, without limitation, downloadable files, text, software, photos, video graphics, music, and sound.  The contents of the Software are protected under the United States copyright laws.  You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part.  No copyright, redistribution, retransmission, publication, or commercial exploitation of downloadable material will be permitted without the express written permission of Company and the copyright owner.

d.  Representations and Warranties.  By using the Software, you represent and warrant that you are using the Software solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Software, any materials available through the Software, or Company.  You also represent and warrant that you are not engaging in activities in an attempt to circumvent, or make any efforts thereto, any encryption, password protection, or security features placed within the Software or any subpart thereof, or reverse engineer any part of the Software, portions of the Software, or any material available through the Software.

e.  Publicity.  Company may use Customer’s name and logo in lists with other customers (including listing of Customer’s name and logo on Company’s website).  However, Company shall not use Customer’s name in any other promotional material (including, without limitation, online or print-based quotes, case studies, and video testimonials) without advance authorization from Customer, which will not be unreasonably delayed, conditioned, or withheld.

 

f.  Contact Us.  If you have any questions or suggestions regarding this Agreement, please contact us by sending an email to the following address:  support@esecuredocs.com