CLIENT TERMS OF SERVICE
Last Modified: 08.23.2019
Thank you for using docussist.org and our related apps and services (the “Services”).
If you are a Client, then these Client Terms of Service (the “Client Terms”) will govern your use of the Services. If you are using the Services but are not a Client, then our User Terms of Service will govern your use of the Services. Those are available at docussist.org/user-terms.
“Client” means the individual or business that signed up for a Subscription through our Services. “You” means the individual using the Services on behalf of the Client.
“Us” (and similar words such as “we” and “our”) mean docUssist, LLC, a Kansas limited liability company (regardless if they are capitalized).
Use of the Services
By signing up for a subscription, the Client is agreeing to pay for a license to use the Services pursuant to these Client Terms for a specified contract term identified in the signup process (a “Subscription”). All Subscriptions automatically renew until cancelled pursuant to these Client Terms.
Provision of Services
We will use commercially reasonable efforts to ensure the Services are available to the Client at all times during the Subscription, subject to (a) scheduled downtime, which will generally not occur without prior advance notice to the Client; and (b) causes which are outside of our reasonable control or which are not reasonably foreseeable by us. We may modify portions of the Services at any time for any reason.
The Client may not, and it shall ensure that it’s users do not, do anything on the Services directly or indirectly that: (a) is illegal or violates another contract; (b) will harm the Services, including without limitation using bots, scrapers, harvesters, or other automated systems; or (c) constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services. Additionally, the Client may not use the Services if we have terminated its right to use the Services.
The Client shall pay us all fees associated with the Client’s Subscription. Those fees will be described during the Client’s signup process. All fees must be paid in advance, are non-cancelable, and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form, all of which must be paid by the Client. We may charge the Client interest at 1.5% per month for any undisputed fees which are not timely paid.
Content & Intellectual Property
As between us on the one hand and the Client and its users on the other hand, we own the Services and all intellectual property rights related to the Services. We grant the Client a non-sublicensable, non-transferable, non-exclusive, limited license for the Client and its authorized users to use the Services for their intended purposes in accordance with these Client Terms.
As between us on the one hand and the Client and its users on the other hand, the Client will own all Client Content. “Client Content” means all content uploaded to the Services by the Client or its users. Subject to the protections in these Client Terms, the Client (on behalf of itself and all of its users) grants us a worldwide, non-exclusive, license to access, use, process, copy, distribute, perform, export, and display, the Client Content as reasonably necessary (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support, and technical issues; (c) as required by law or these Client Terms; and (d) as permitted by the Client in writing. The Client represents and warrants that it has all rights in and to the Client Content from all individuals and businesses required to allow it to grant that license to us.
We respect intellectual property rights. If you have any concerns regarding the copyright ownership of any content on our Services, please review our Copyright Policy (available at docussist.org/copyright-policy).
Both us and the Client are likely to disclose Confidential Information to the other that the disclosing party desires to maintain as confidential. Accordingly, the receiving party shall (a) take all commercially reasonable measures to protect the confidentiality of the disclosing party’s Confidential Information in the receiving party’s possession; (b) not disclose any of the disclosing party’s Confidential Information to any third party; and (c) not use any of the disclosing party’s Confidential Information except as contemplated in these Client Terms.
Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information to its employees and contractors as required in the ordinary course of the receiving party’s business provided each recipient agrees to protect the disclosing party’s Confidential Information in a written agreement with confidentiality protections substantially similar to the confidentiality protections in these Client Terms. Additionally, a party may disclose the disclosing party’s Confidential Information to the extent it is compelled to do so by law, provided it (a) takes reasonable measures to maintain the confidentiality of the Confidential Information (for example, seeking a protective order); and (b) provides reasonable prior notice to the disclosing party to the extent legally permitted.
“Confidential Information” means all of the disclosing party’s information acquired by or disclosed to the receiving party as a result of the Client’s use of the Services that reasonably should be understood to be confidential given the nature of the information and the circumstances of acquisition or disclosure.
“Confidential Information” does not include information that the receiving party can demonstrate: (i) was known by the receiving party without restriction before acquisition or disclosure under these Client Terms;
(ii) becomes public through no fault of the receiving party; (iii) was independently developed by the receiving party; or (iv) was rightfully given to the receiving party by another party.
The confidentiality obligations in these Client Terms shall apply during the term of the Client’s Subscription and shall survive cancellation for five years. Notwithstanding anything contrary in these Client Terms, these Client Terms shall not be used to limit or invalidate a party’s rights under applicable trade secret laws.
Except as expressly provided in these Client Terms, the Services are offered on an “as is” and “as available” basis without any warranties of any kind; and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement.
Limitation of Liability
In no event will we or any of our Released Parties, have any liability to the Client or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. Us and our Released Parties’ liability to the Client under these Client Terms (if any) shall not, together with amounts associated with all other claims, exceed the fees paid by the Client to us for Services in the 12- months prior to the act that gave rise to the liability. Additionally, any cause of action or claim which the Client may have which arises out of or relates to these Client Terms must be brought (if at all) within one year after the cause of action or claim accrued, otherwise, such cause of action or claim shall be permanently barred. “Released Parties” means our parents, subsidiaries, affiliates, and licensors, and the owners, members, directors, officers, employees, contractors, and agents, of all of them.
Cancellation by the Client
The Client may cancel its Subscription (a) by using the cancellation options in the Services (if any); or (b) at the end of the then current Subscription term by providing written notice of non-renewal to us at least 15 days before the end of the then current Subscription term.
Cancellation by Us
We may only cancel the Client’s Subscription with immediate effect if the Client or any of its users: (a) breach these Client Terms or any other agreement between us and the Client or it’s users; or (b) are doing anything that causes a material risk to the Services or the ability of other users to use the Services.
Discontinuation of Services
We may discontinue the Services (and the Client’s Subscription) (a) upon the occurrence of any unforeseen circumstances beyond our reasonable control; or (b) to comply with a legal requirement. If we discontinue the Services, then we will provide the Client with reasonable prior notice so that the Client may export its files from our systems.
All provisions in these Client Terms which by their nature should survive cancellation shall survive the cancellation.
If a dispute arises between the Client and us related to the Client’s (or its users’) use of the Services, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, the Client must send a letter requesting arbitration and describing its claim to our registered agent on file with the Kansas Secretary of State. The arbitration proceedings shall be held in Johnson County, Kansas, USA. If this agreement to arbitrate is found not to apply to a claim, then both the Client and we agree that any judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.
Notwithstanding the agreement to arbitrate above, either the Client or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services, intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights), or breaches of the confidentiality provisions in these Client Terms, without first engaging in arbitration.
For clarity, the parties to these Client Terms are the Client and us.
A party shall not be liable for any delay or non-performance of its obligations in these Client Terms due to events beyond its reasonable control, including without limitation denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
These Client Terms, along with all terms referenced in these Client Terms, set forth the complete and entire agreement between the parties relating to the subject matter in these Client Terms and supersedes all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by the parties relating to the Client’s use of the Services.
The failure or delay by a party to exercise any right or remedy in these Client Terms shall not operate as a waiver of the same. The waiver by a party of a breach of any provision in these Client Terms shall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by the waiving party.
Each provision in these Client Terms shall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision
should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Client Terms, but the remaining provisions shall remain in full force.
These Client Terms and the rights and obligations in these Client Terms may not be assigned by either party without the other party’s written consent (which shall not be unreasonably withheld). However, we may assign our rights and obligations in these Client Terms (or the Client Terms in their entirety) without the Client’s consent if the assignment is part of an acquisition, merger, or other change of control.
These Client Terms shall be governed by and construed in accordance with Kansas (USA) law, excluding its conflict of law principles.
If a dispute arises between the parties related to these Client Terms, and if such dispute is for any reason not subject to the arbitration requirements in these Client Terms, then the dispute shall be resolved in Johnson County, Kansas or in the U.S. District Court having jurisdiction over that county, and all parties consent to venue and personal jurisdiction there.
WAIVER OF JURY TRIAL
Each party waives all rights it may have to a jury trial in connection with any action or litigation in any way arising out of or related to these Client Terms.
CLASS ACTIONS ARE PROHIBITED
All claims, including without limitation all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.
Power to Amend These Terms
These Client Terms are effective as of the Last Modified date at the top of this page.
We may amend these Client Terms at any time, for any reason, with or without notice to the Client, and the Client’s continued use of the Services after the amended Client Terms are posted on our Services will constitute its acknowledgment and agreement to the amended Client Terms. However, to the extent the amended Client Terms materially alter the Client’s rights or obligations in these Client Terms, the amended Client Terms will become effective upon the earlier of (a) the Client’s continued use of the Services with actual knowledge of the amended Client Terms; or (b) 30 days after the amended Client Terms are posted on the Services.
Except as otherwise required, all notices and communications the Client may send to us shall be sent to us via email at firstname.lastname@example.org.