DOCUBLOCK SITES & SERVICES TERMS AND CONDITIONS
Last updated on: January 7, 2025
IMPORTANT NOTICE: THESE DOCUBLOCK SITES AND SERVICES TERMS AND CONDITIONS (the “TERMS” or “GENERAL TERMS”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DOCUBLOCK SITE AND SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION. PLEASE READ CAREFULLY.
These Terms govern access to and use of the DocuBlock (“DocuBlock”, “we”, “our” or “us”) websites, products, and services (collectively, the “Site”) by individuals and business entities who are any of the following (collectively, “you” or “your”):
- General website visitors to docublock.com and/or other websites owned or operated by DocuBlock (each a “Website Visitor”);
- Subscribers or licensees to one or more of our products or services (“DocuBlock Services”) (each, a “Customer”); and
- Users of DocuBlock Services, including Authorized Users (as defined below) of Customer Accounts and other DocuBlock Service end users (each, a “User”).
By using the Site, you accept these Terms (whether on behalf of yourself or a business you represent).
If you are a Customer and have a Master Services Agreement or other similar agreement in effect with DocuBlock (the “Corporate Terms”), then these Terms apply to the extent your use of the Site, including any of the DocuBlock Services referenced in the Service Schedules, is not already governed by such Corporate Terms. These Terms are intended to govern agreements with business entity Customers and do not apply for personal, consumer use (as defined by applicable consumer protection laws). As such, consumers may not avail themselves of all rights granted under these Terms.
If you access or use the DocuBlock websites, products, services, and other offerings from within a jurisdiction for which there are separate additional terms (including Australia), you also hereby agree to the additional terms applicable to users in the relevant jurisdictions contained in section 11 of these Terms (Supplemental Terms in Certain Countries and Other Regions), and in the event of a conflict between the provisions of section 11 that are relevant to the jurisdiction from where you are accessing the service and the rest of these Terms, the relevant jurisdiction’s terms will supersede and prevail to the extent of any inconsistencies.
BY ACCESSING, USING, OR DOWNLOADING FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
1. SITE ACCESS AND USE
1.1 Eligibility to Use
You represent and warrant that you are:
(a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms on behalf of your company or business; and
(b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Trade Restrictions (as defined in section 10.3 (Trade Restrictions)).
You acknowledge that you are not permitted to use the Site if you cannot make these representations. If DocuBlock has previously prohibited you from accessing or using the Site, you are not permitted to access or use the Site. You represent and warrant that you are authorized (on behalf of yourself and/or the business you represent) to agree to these Terms with binding effect to the agreeing party.
1.1.1 Limited Right to Use
Upon your acceptance of these Terms, you may access and use the Site for your internal business purposes and only as expressly permitted in these Terms. Any violation by you of the restrictions contained in this Section may result in the immediate termination of your right to use the Site, as well as potential liability for infringement or other claims depending on the circumstances.
1.1.2 Availability
Our Site may be accessible worldwide, but this does not mean all Sites are available in your country or that information available via the Site is legal or available in your country. Access to certain Sites (or certain Site features) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Site is legal or available where you use them. Sites are not available in all languages. Subject to these Terms (including the MSA, as applicable), you have a right to access and use the Site solely for your internal business purposes and only in accordance with the Additional Service Terms, DocuBlock’s Reasonable Use Policy (https://www.docublock.com/privacy/reasonable-use-policy), any applicable Subscription Plan, and any other written terms provided by us from time to time governing the use of our Site(s). If you are or become a direct competitor of ours, you may not access or use any Site without our written consent.
1.2 Updates
We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SITE OR THE DOCUBLOCK SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we will not be liable to you or to any third party for any revision to the Terms.
1.3 Communications
You agree to receive all communications, correspondences, and notices that we provide in connection with our Site, including any DocuBlock Services, including, but not limited to, marketing and promotional messages related to us or the DocuBlock Services, correspondence regarding our delivery of the DocuBlock Services, and providing you information related to your purchase of or subscription to the DocuBlock Services (“Communications”), via electronic means, including by e-mail, text, in-product notifications, push notifications, or by posting them on or making them otherwise available through the Site. Additionally, you consent to receiving notifications and information related to documents for signing through various communication channels, including but not limited to Arkadia digital identity wallet, WhatsApp, Telegram, Signal, Messenger, email, SMS, iMessage, Android and iOS platforms, web interfaces, and other similar services or applications as may be designated by DocuBlock from time to time. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically, including those related to document signing, satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner, and you agree, to the extent you are a Customer, to keep your Account contact information current. At any time, you can opt out of our email marketing and promotional messages sent to you by unsubscribing here (https://pref.docublock.com/preference-center).
If you elect to receive and/or send communications or other messages, including notifications or documents for signing, by SMS Message or other messaging services (e.g., WhatsApp, Telegram, Signal, Messenger, or iMessage) through the Site, you confirm you are the subscriber of the mobile service or account for the contact information provided to us or that you are otherwise authorized by the subscriber to receive messages at such contact points. Applicable message and data rates may apply with your mobile communication service provider or other third-party service providers (“Service Providers”). As Service Providers’ network services are outside of our control, we are not responsible for any issues arising from such services, including without limitation, failure of delivery of any content, notifications, or documents via SMS or other messaging services, delays in transmission, or any service or other changes made by your Service Providers impacting the receipt or sending of messages when using the Site.
2. OWNERSHIP
2.1. Intellectual Property
The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional proprietary rights notices or restrictions contained on the Site. You acknowledge that the Site (including the DocuBlock Services) contains valuable intellectual property of DocuBlock and its licensors. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to such intellectual property, will, as between you and DocuBlock, at all times be and remain the sole and exclusive property of DocuBlock and its licensors. Except for the rights expressly granted in these Terms, nothing will be construed or will grant, convey, transfer, assign, or imply the conveyance of rights, claims, ownership or other claim to any right or title to the Site or any other technology, software, business processes or intellectual property of DocuBlock. Any rights not expressly granted in these Terms or otherwise in writing between you and DocuBlock, are reserved by DocuBlock, and any unauthorised use of any intellectual property regarding the Site is strictly prohibited.
2.1.1. Trademarks
The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of DocuBlock and its licensors. Trademarks may not be used in any advertising or publicity, or otherwise to indicate DocuBlock's sponsorship of or affiliation with any product, service, event, or organization without DocuBlock's prior express written permission.
2.1.2. Digital Millennium Copyright Act (DMCA) Requests
DocuBlock respects copyright law and expects its users to do the same. If you believe that any content or material on the Site may infringe copyrights you own, please notify us in accordance with our Copyright Policy (https://www.docublock.com/IP/infringement).
2.2. Proprietary Materials
Information, including software or other materials that may be available for downloading through the Site or third-party websites or applications (“Proprietary Materials”) is the copyrighted work of DocuBlock, its licensors, and/or such other respective third-party providers. Use of the Proprietary Materials are governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Proprietary Materials is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.
2.3. Submissions of User Content
2.3.1. Submissions
The Site may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document or other data a Customer or User uploads for processing by any DocuBlock Service account environment.
2.3.2. Screening & Removal
You acknowledge and agree that we may or may not, at our discretion, pre-screen User Content before its appearance on the Site, but that we have no obligation to do so. You further acknowledge and agree that we reserve the right (but do not assume any obligation) in our sole discretion to reject, move, edit, or remove any User Content that is Posted to the Site. Without limiting the foregoing, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
2.4. Data and Privacy
You are solely responsible for data that you provide or use in respect of the Site (including DocuBlock Services), including compliance with any regulations, laws, or conventions applicable to such data and use. You acknowledge your understanding and hereby provide your consent to DocuBlock’s processing of such data in accordance with the DocuBlock Privacy Notice (https://www.docublock.com/company/privacy-policy). Additional personal data processing terms and restrictions may apply with respect to DocuBlock Services, as set forth in Section 4 below.
3. RESTRICTIONS ON USE OF THE SITE
3.1. By using the Site, you specifically agree not to, and not permit others to, engage in any activity or transmit any information that, in our sole discretion:
3.1.1. Is illegal, or violates any federal, state, or local law or regulation;
3.1.2. Advocates illegal activity or discusses illegal activities with the intent to commit them;
3.1.3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
3.1.4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
3.1.5. Interferes with any other party’s use and enjoyment of the Site;
3.1.6. Attempts to impersonate another person or entity;
3.1.7. Is of a commercial nature in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
3.1.8. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
3.1.9. Accesses or uses a DocuBlock Services account of a Customer without such Customer’s permission;
3.1.10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
3.1.11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site;
3.1.12. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
3.1.13. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
3.1.14. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without our consent;
3.1.15. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
3.1.16. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
3.1.17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site, including license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Site available for access by third parties except as otherwise expressly provided in these Terms;
3.1.18. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of DocuBlock; or
3.1.19. Uses the Site for benchmarking purposes or to compile information for a product or service, or accesses or uses the Site for the purpose of (i) developing or operating products or services in competition with the Site; or (ii) using or allowing access to the Site by or as a competitor of ours;
3.1.20. Uses, or allows third parties to use, the Site (including any architectures, models, or weights which is considered our confidential and proprietary information, or any content, data, output, or other information received or derived from the Site, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function of the Site; or
3.1.21. Attempts to do any of the foregoing.
If you believe content on the Site or any activity by an individual or entity violates the above restrictions, please contact us here: https://support.docublock.com.
3.2. You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
3.3. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, except as otherwise expressly provided herein, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
4. TERMS FOR DOCUBLOCK SERVICES
DocuBlock Services are subject to such additional terms set forth in this Section and the “DocuBlock Services Schedules and Other Schedule of Terms” for Web Plan Customers and Users available here https://www.docublock.com/legal/terms-and-conditions/msa-service-schedules (“Additional Service Terms”). If there is any conflict between the Terms and the Additional Service Terms, the Additional Service Terms govern regarding the DocuBlock Service described therein. Additional Service Terms are subject to change as set forth in Section 1.2 (Updates) above.
4.1. DEFINITIONS
a. “Account” means a unique account established by Customer to enable its Authorized Users to access and use a DocuBlock Service.
b. “Authorized User” means an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the DocuBlock Services pursuant to these Terms and up to any maximum number of users or uses specified at the time of purchase (where relevant).
c. “Documentation” means any and all written materials, user manuals, and other documentation and materials supplied by us and related to the DocuBlock Services, excluding any software code or other information customarily subject to a commercial license, that is provided by DocuBlock regarding the DocuBlock Services. Documentation includes without limitation DocuBlock’s then-current technical and functional documentation for the DocuBlock Services.
4.2. USAGE AND ACCESS RIGHTS
4.2.1. Right to Use DocuBlock Services
Subject to these Terms, you have a limited non-exclusive, non-transferable right and license during the Term, to: (a) use the DocuBlock Services; (b) implement, configure, and, through its Account Administrator(s), permit your Authorized Users to access and use the DocuBlock Services up to any applicable limits or maximums in your Subscription Plan; and (c) access and use the Documentation, solely for (x) your internal business purposes, (y) and in accordance with the Additional Service Terms, DocuBlock’s Reasonable Use Policy (https://www.docublock.com/privacy/reasonable-use-policy) and any other written terms provided by us from time to time governing the use of the DocuBlock Services, and (z) in accordance with the Documentation we publish or otherwise provide you to support your use of the DocuBlock Service.
Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the DocuBlock Services, as well as potential liability for copyright infringement or other claims depending on the circumstances. Customers will not, and will not permit others to, use the DocuBlock Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan or DocuBlock’s Reasonable Use Policy (https://www.docublock.com/company/reasonable-use-policy) incorporated herein by reference.
4.2.2. Customer Responsibilities
Customers are responsible for all use of the DocuBlock Services associated with its Account; (c) Customers are solely responsible for maintaining the confidentiality of their Account names and password(s); (d) Customers agree to immediately notify DocuBlock of any unauthorized use of Customer’s Account of which it becomes aware; (e) Customer agrees that DocuBlock will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent, except to the extent such liability cannot be lawfully excluded under applicable law; (f) Customer will use the DocuBlock Services for lawful purposes only and subject to these Terms.
4.2.3. Authorized Users
Authorized Users of Customer must be identified by a unique email address and user name and two or more natural persons may not use the DocuBlock Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the DocuBlock Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the DocuBlock Services solely to support Customer’s internal business purposes.
4.2.4. Account Administrator
Customer may assign and expressly authorize an Authorized User(s) as its agent to manage Customer’s Account, and management of Customer’s Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.
4.3. AI Terms for DocuBlock Services
For clarity, DocuBlock Services that utilize or integrate with AI Services (defined in the AI Attachment for DocuBlock Services) are subject to the Additional Service Terms set forth in the AI Attachment for DocuBlock Services, which include consent to use Customer Data to improve DocuBlock Services and AI Services, including without limitation, to train artificial intelligence algorithms and machine learning models. To opt out of this consent, please refer to the AI Data Controls Settings FAQ.
4.4. Payment Terms
4.4.1. Subscription Plan
The prices and features of the DocuBlock Services and other of our fee-based offerings are subject to then-current purchase options or entitlements offered by DocuBlock in its sole and absolute discretion (“Subscription Plan”). Subscription Plans may be generally published on our website, set forth in our order form indicating the price and entitlement units available for purchase (“Order Form”), or offered to you via email or through in-product communications. Details regarding a purchased Subscription Plan, including entitlement units and overage fees (if usage-based), usage metrics, and other use and plan related information may be viewable through the administrative console of the DocuBlock Service (see Documentation for the applicable DocuBlock Service to confirm if this feature is available), or otherwise may be requested by you through Support here: https://support.docublock.com. We reserve the right to change the prices for or alter the options applicable to Subscription Plans available for purchase without prior notice, provided that for customers on existing Subscription Plans, such changes will only take effect upon renewal of such Subscription Plan in accordance with clause 4.4.2 below.
4.4.2. Renewals
If you purchase a Subscription Plan you agree to pay the then-current fee associated with the Subscription Plan, and understand it will automatically renew for the same time period (“Renewal Term”) unless: (a) you cancel your Subscription Plan or terminate your Account at least five (5) business days in advance of the end of the then-current Subscription term; (b) you set your Account not to auto-renew through the administrative console in the DocuBlock Service (if such capability is available) or contacting us here: (https://support.docublock.com); (c) we terminate your Subscription Plan or Account in accordance with the Terms; (d) we decline to renew your Subscription Plan; or (e) these Terms are terminated by either party as otherwise permitted in these Terms, prior to the end of the then-current period of the Subscription Plan (“Subscription Term”).
4.4.3. Promotional Codes
We may offer promotional codes for use with a Subscription Plan from time to time in our sole discretion. Promotional codes offered by us may only be used for your initial Subscription Term unless expressly indicated otherwise in your Subscription Plan details. If you purchased your initial Subscription Plan with a promotional code, each Renewal Term will be charged at the original, non-discounted price of the Subscription Plan initially ordered. If your Subscription Plan and subsequent Renewal Term terminates or expires for any reason, the promotional code may not be applied to any other Subscription Plan you purchase.
4.4.4. Overages
We may charge overage fees for use or access of the DocuBlock Service when your use and/or access exceeds entitlement units purchased with your Subscription Plan. For any usage-based Subscription Plan you purchase, you will be invoiced on a monthly basis for any usage over the purchased entitlement units (“Overage”), if any, incurred during the preceding month. Overage fees (including but not limited to “Pay-As-You-Go fees”) are billed in arrears at the per unit fee indicated in the Subscription Plan in effect at the time such Overage occurred. Overage fees are due and payable immediately upon invoice, and you will be charged the payment method associated with your Account automatically at time of invoice. Late payments for Overages, including due to an invalid payment method being on file or any other reason, may result in interest charges at our sole discretion.
4.4.5. No Refunds
CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS OTHERWISE AGREED TO BY THE PARTIES OR AS REQUIRED BY APPLICABLE LAW. Charges for pre-paid Subscription Plans will be billed to Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.
4.4.6. Recurring Charges
When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You may be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). You must promptly notify us of any change in your invoicing address and must update your Account with any changes related to your payment method. BY COMPLETING PURCHASE OF A SUBSCRIPTION PLAN, YOU AUTHORIZE US AND OUR AGENT TO CHARGE YOUR PAYMENT METHOD (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES, INCLUDING FOR ANY RENEWAL TERM OF THE SUBSCRIPTION PLAN; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF A SITE UNDER A SUBSCRIPTION PLAN, INCLUDING WITHOUT LIMITATION ADD-ONS AND OVERAGE CHARGES INCLUDED IN THE SUBSCRIPTION PLAN. The Authorization continues through the applicable original Subscription Plan Term and any Renewal Term until you cancel the Subscription Plan, or your Subscription Plan is otherwise terminated in accordance with these Terms or you withdraw your Authorization, in which case you remain liable for any amounts payable by you.
4.4.7. Late Fees & Collection Costs
If we do not receive timely payment when due, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You agree to reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. We may accept payment in any amount without prejudice to our right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to us may not be withheld or offset by you for any reason against amounts due or asserted to be due from us.
4.4.8. Invoices
We will provide billing and usage information in a format we choose, which may change from time to time. We reserve the right to correct any errors or mistakes that we determine even if we have already issued an invoice or received payment. You will notify us about any billing issues (including disputed amounts owed) within thirty (30) days after they first appear on your invoice. If you do not bring such issues to our attention within the foregoing time period, your right to dispute such issue is otherwise waived.
4.4.9. Billing Cycles
Billing cycle end dates may vary depending on Subscription Plan (e.g., per use, monthly, annual, etc.) and when you purchased your Subscription Plan during a given calendar month. When a billing cycle period covers less than or more than a full month, we may make reasonable adjustments and/or prorations. We may (at our option) also accumulate charges incurred during a billing cycle (e.g. Overages) and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay processing payment until submission of the accumulated charge(s). If these Terms expire or are terminated for any reason Customer agrees to pay DocuBlock all amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs.
4.4.10. Benefit Programs
You may receive or be eligible for certain discounts and promotions, and other Subscription Plan related benefits (collectively, "Benefits") through a DocuBlock Services reseller or other authorized third-party offeror of fee-based Sites (“Our Program Partner”). Any and all such Benefits are provided subject to the terms between you and Our Program Partner. If you have paid or are paying Our Program Partner for a Subscription Plan (and not us), you authorize us to share your account information with Our Program Partner for Account management, maintenance and support purposes. If you have paid or are paying us directly for a Subscription Plan purchased through Our Program Partner, then you authorize us to share reasonable Account and select Usage Data information with Our Program Partner as necessary to verify your continuing eligibility for those Benefits.
4.4.11. Tax Responsibility
All Subscription Plan fees are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”). You are responsible for and agree to bear Taxes associated with its purchase of the Subscription Plan and other fee-based DocuBlock offerings. If we are required to remit Taxes associated with your purchase of a Subscription Plan and other fee-based offerings, we will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes will not be deducted from the payments owed to us, except as required by law, in which case you will increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount we would have received had no such deductions or withholdings been made. You acknowledge and confirm that the address you provide in your Account registration is the place of supply to you for Tax purposes. If requested by us, you agree to provide to us your VAT, GST, or similar tax identification number(s) to avoid application of taxes, as applicable, and you will use the ordered Site in the location(s) in accordance with the provided VAT or GST identification number(s). The parties’ obligations under this Section (Tax Responsibility) will survive the termination or expiration of these Terms.
4.4.12. App Store Purchases
If your Subscription Plan is purchased through an App Store, then the App Store will automatically charge your App Store account for the cost of the Subscription Plan (including any renewal fees based on the Subscription Plan purchased) and any applicable taxes. If you are not current with your Subscription Plan payments, we reserve the right to downgrade or terminate your Account, or otherwise suspend your access to the Site. You will be responsible for paying all past due amounts.
4.5. Free Trial and Special Offers for DocuBlock Services
4.5.1.
If you register for a free trial, promotional offer, or other type of limited offer for use of DocuBlock Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section (Free Trial and Special Offers for DocuBlock Services) supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.
4.5.2.
To the fullest extent permitted under applicable laws, DocuBlock reserves the right to reduce the term of a trial period or end it altogether without prior notice.
4.5.3.
The version of the DocuBlock Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CUSTOMER ENTERS INTO THE DOCUBLOCK SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO DOCUBLOCK SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
4.5.4.
Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 7 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular DocuBlock Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the DocuBlock Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and DOCUBLOCK DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND DOCUBLOCK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS $100. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
4.6. Term and Termination for DocuBlock Services
4.6.1. Term
The period of effectiveness of these Terms, with respect to DocuBlock Services, begins on the date the Customer accepts these Terms and continues until the Customer’s Subscription Plan expires or its use of the DocuBlock Services ceases (including as a result of termination in accordance with this Section 4.6 (Term and Termination for DocuBlock Services), whichever is later (“Term”).
4.6.2. Suspension of Access to DocuBlock Services
In accordance with these Terms, DocuBlock may suspend any use of the DocuBlock Services, remove any content or disable or terminate any Account or Authorized User that DocuBlock reasonably and in good faith believes violates these Terms. DocuBlock will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless DocuBlock reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the DocuBlock Services or a third party. Under circumstances where notice is delayed, DocuBlock will provide the notice if and when the related restrictions in the previous sentence no longer apply.
4.6.3.
We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan to the fullest extent permitted under applicable laws. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, unless prohibited by applicable laws, your continued use of the DocuBlock Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described in this Section 4.6 (Term and Termination for DocuBlock Services). If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.
4.6.4. Termination by Customer
You may terminate your Account at any time upon ten (10) days’ advance written notice to DocuBlock. If you wish to terminate, you must provide notice, as we may instruct on our website, such as here or by contacting us here: (https://support.docublock.com). You must receive a confirmation from DocuBlock on your request for cancellation in order for cancellation to take effect. If you purchased your Subscription Plan through an external service, such as an App Store, you must use the tools made available by those services to manage and/or terminate your Subscription Plan. Section 4.4.5 (No Refunds) notwithstanding, if a Customer terminates its annual Subscription Plan within the first thirty (30) days of the initial Subscription Term, it may submit a written request to DocuBlock for a refund of the fees paid to DocuBlock for the initial Subscription Term, which DocuBlock will consider, without obligation, in good faith. Unless required by applicable law, DocuBlock has no obligation to consider refund requests related to a termination of a Subscription Plan if the termination does not occur in the first thirty (30) days of the initial Subscription Term, or if there has been a violation of other Terms herein, or if records indicate substantial productive use took place during that period.
4.6.5. Default; Termination by DocuBlock
A Customer will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with its Account breaches any provision of these Terms or violates any published policy applicable to the DocuBlock Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the DocuBlock Services by the Customer (or its Authorized Users or applicable end user) creates legal risk for DocuBlock, presents a threat to the security of the DocuBlock Services or DocuBlock’s customers, or is in connection with fraudulent or other unlawful activity. If you are in default, we may, without notice: (i) suspend your Account and use of the DocuBlock Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. An “Affiliate” means a legal entity that a respective party to these Terms owns, that owns such respective party or that is under common control with such respective party, where “control” and “own” mean possessing greater than 50% interest in an entity or the right to direct the management of the entity.
4.6.6. Effect of Termination
If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with these Terms; (c) our obligation to provide any further access to the Site to you under these Terms will immediately terminate, except any such rights that are expressly to be provided following expiration or termination of these Terms; and (d) the provisions of Section 4.4.5 (No Refunds), Section 4.4.10 (Benefit Programs), Section 4.4.11 (Tax Responsibility), Section 4.5 (Free Trial and Special Offers for DocuBlock Services) and of this Section, as well as provisions designated to survive under the Terms, any Service Schedules and accompanying attachments to the Terms. In the event DocuBlock terminates these Terms owing to any actual or suspected fraudulent or other unlawful use by an Account owner of the DocuBlock Services, notwithstanding anything contrary elsewhere in these Terms, DocuBlock may retain certain information of such terminated Account and use the retained information for its internal purposes including fraud detection and prevention, dispute resolution, investigations, and legal compliance for the period necessary to fulfill the foregoing purposes. For information about fraud prevention with DocuBlock Services, please visit DocuBlock’s Trust Center here (https://www.docublock.com/trust/security/incident-reporting).
4.6.7. SPECIFIC CAP ON DAMAGES
SUBJECT TO APPLICABLE LAW AND SECTION 9.4, NOTWITHSTANDING SECTION 9.2 (CAP ON DAMAGES), OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUBLOCK SERVICES PROVIDED UNDER THIS SECTION (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 DOCUBLOCK FOR THE DOCUBLOCK SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.
4.7. Data
4.7.1.
Customer Data means data uploaded by you to the DocuBlock Services. Customer Data is deemed your “Confidential Information” subject to the respective confidentiality terms under Section 5.2 and 5.3 below (“Customer Confidential Information”).
4.7.2. Personal Data Processing
You acknowledge your understanding and hereby provide consent that, except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be processed and otherwise handled as described in the DocuBlock Privacy Notice (https://www.docublock.com/company/privacy-policy) and with respect to the DocuBlock Services, the terms set forth in the Data Protection Attachment for DocuBlock Services available here: https://www.docublock.com/legal/terms-and-conditions/data-protection-attachment/web-plan.
4.7.2.1. Access & Disclosure
Except as described in these Terms or applicable Corporate Terms: (i) we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) we may also share your information in situations involving potential threats to the physical safety of any person, violations of the DocuBlock Privacy Notice, the Terms, the Corporate Terms, or any other of our user agreements or terms in effect; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of DocuBlock, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
4.7.3. Usage Data
DocuBlock may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the DocuBlock Services (“Usage Data”). DocuBlock owns all right, title, and interest in Usage Data and may use it for its business purposes, including providing support for DocuBlock Services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that DocuBlock discloses will be de-identified and aggregated.
4.7.4. Feedback
DocuBlock encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to DocuBlock Services and related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to DocuBlock and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the DocuBlock Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information.
Last updated on: January 7, 2025
IMPORTANT NOTICE: THESE DOCUBLOCK SITES AND SERVICES TERMS AND CONDITIONS (the “TERMS” or “GENERAL TERMS”) CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DOCUBLOCK SITE AND SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION. PLEASE READ CAREFULLY.
These Terms govern access to and use of the DocuBlock (“DocuBlock”, “we”, “our” or “us”) websites, products, and services (collectively, the “Site”) by individuals and business entities who are any of the following (collectively, “you” or “your”):
- General website visitors to docublock.com and/or other websites owned or operated by DocuBlock (each a “Website Visitor”);
- Subscribers or licensees to one or more of our products or services (“DocuBlock Services”) (each, a “Customer”); and
- Users of DocuBlock Services, including Authorized Users (as defined below) of Customer Accounts and other DocuBlock Service end users (each, a “User”).
By using the Site, you accept these Terms (whether on behalf of yourself or a business you represent).
If you are a Customer and have a Master Services Agreement or other similar agreement in effect with DocuBlock (the “Corporate Terms”), then these Terms apply to the extent your use of the Site, including any of the DocuBlock Services referenced in the Service Schedules, is not already governed by such Corporate Terms. These Terms are intended to govern agreements with business entity Customers and do not apply for personal, consumer use (as defined by applicable consumer protection laws). As such, consumers may not avail themselves of all rights granted under these Terms.
If you access or use the DocuBlock websites, products, services, and other offerings from within a jurisdiction for which there are separate additional terms (including Australia), you also hereby agree to the additional terms applicable to users in the relevant jurisdictions contained in section 11 of these Terms (Supplemental Terms in Certain Countries and Other Regions), and in the event of a conflict between the provisions of section 11 that are relevant to the jurisdiction from where you are accessing the service and the rest of these Terms, the relevant jurisdiction’s terms will supersede and prevail to the extent of any inconsistencies.
BY ACCESSING, USING, OR DOWNLOADING FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
1. SITE ACCESS AND USE
1.1 Eligibility to Use
You represent and warrant that you are:
(a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms on behalf of your company or business; and
(b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Trade Restrictions (as defined in section 10.3 (Trade Restrictions)).
You acknowledge that you are not permitted to use the Site if you cannot make these representations. If DocuBlock has previously prohibited you from accessing or using the Site, you are not permitted to access or use the Site. You represent and warrant that you are authorized (on behalf of yourself and/or the business you represent) to agree to these Terms with binding effect to the agreeing party.
1.1.1 Limited Right to Use
Upon your acceptance of these Terms, you may access and use the Site for your internal business purposes and only as expressly permitted in these Terms. Any violation by you of the restrictions contained in this Section may result in the immediate termination of your right to use the Site, as well as potential liability for infringement or other claims depending on the circumstances.
1.1.2 Availability
Our Site may be accessible worldwide, but this does not mean all Sites are available in your country or that information available via the Site is legal or available in your country. Access to certain Sites (or certain Site features) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Site is legal or available where you use them. Sites are not available in all languages. Subject to these Terms (including the MSA, as applicable), you have a right to access and use the Site solely for your internal business purposes and only in accordance with the Additional Service Terms, DocuBlock’s Reasonable Use Policy (https://www.docublock.com/privacy/reasonable-use-policy), any applicable Subscription Plan, and any other written terms provided by us from time to time governing the use of our Site(s). If you are or become a direct competitor of ours, you may not access or use any Site without our written consent.
1.2 Updates
We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SITE OR THE DOCUBLOCK SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we will not be liable to you or to any third party for any revision to the Terms.
1.3 Communications
You agree to receive all communications, correspondences, and notices that we provide in connection with our Site, including any DocuBlock Services, including, but not limited to, marketing and promotional messages related to us or the DocuBlock Services, correspondence regarding our delivery of the DocuBlock Services, and providing you information related to your purchase of or subscription to the DocuBlock Services (“Communications”), via electronic means, including by e-mail, text, in-product notifications, push notifications, or by posting them on or making them otherwise available through the Site. Additionally, you consent to receiving notifications and information related to documents for signing through various communication channels, including but not limited to Arkadia digital identity wallet, WhatsApp, Telegram, Signal, Messenger, email, SMS, iMessage, Android and iOS platforms, web interfaces, and other similar services or applications as may be designated by DocuBlock from time to time. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically, including those related to document signing, satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner, and you agree, to the extent you are a Customer, to keep your Account contact information current. At any time, you can opt out of our email marketing and promotional messages sent to you by unsubscribing here (https://pref.docublock.com/preference-center).
If you elect to receive and/or send communications or other messages, including notifications or documents for signing, by SMS Message or other messaging services (e.g., WhatsApp, Telegram, Signal, Messenger, or iMessage) through the Site, you confirm you are the subscriber of the mobile service or account for the contact information provided to us or that you are otherwise authorized by the subscriber to receive messages at such contact points. Applicable message and data rates may apply with your mobile communication service provider or other third-party service providers (“Service Providers”). As Service Providers’ network services are outside of our control, we are not responsible for any issues arising from such services, including without limitation, failure of delivery of any content, notifications, or documents via SMS or other messaging services, delays in transmission, or any service or other changes made by your Service Providers impacting the receipt or sending of messages when using the Site.
2. OWNERSHIP
2.1. Intellectual Property
The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional proprietary rights notices or restrictions contained on the Site. You acknowledge that the Site (including the DocuBlock Services) contains valuable intellectual property of DocuBlock and its licensors. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to such intellectual property, will, as between you and DocuBlock, at all times be and remain the sole and exclusive property of DocuBlock and its licensors. Except for the rights expressly granted in these Terms, nothing will be construed or will grant, convey, transfer, assign, or imply the conveyance of rights, claims, ownership or other claim to any right or title to the Site or any other technology, software, business processes or intellectual property of DocuBlock. Any rights not expressly granted in these Terms or otherwise in writing between you and DocuBlock, are reserved by DocuBlock, and any unauthorised use of any intellectual property regarding the Site is strictly prohibited.
2.1.1. Trademarks
The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of DocuBlock and its licensors. Trademarks may not be used in any advertising or publicity, or otherwise to indicate DocuBlock's sponsorship of or affiliation with any product, service, event, or organization without DocuBlock's prior express written permission.
2.1.2. Digital Millennium Copyright Act (DMCA) Requests
DocuBlock respects copyright law and expects its users to do the same. If you believe that any content or material on the Site may infringe copyrights you own, please notify us in accordance with our Copyright Policy (https://www.docublock.com/IP/infringement).
2.2. Proprietary Materials
Information, including software or other materials that may be available for downloading through the Site or third-party websites or applications (“Proprietary Materials”) is the copyrighted work of DocuBlock, its licensors, and/or such other respective third-party providers. Use of the Proprietary Materials are governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Proprietary Materials is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.
2.3. Submissions of User Content
2.3.1. Submissions
The Site may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document or other data a Customer or User uploads for processing by any DocuBlock Service account environment.
2.3.2. Screening & Removal
You acknowledge and agree that we may or may not, at our discretion, pre-screen User Content before its appearance on the Site, but that we have no obligation to do so. You further acknowledge and agree that we reserve the right (but do not assume any obligation) in our sole discretion to reject, move, edit, or remove any User Content that is Posted to the Site. Without limiting the foregoing, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
2.4. Data and Privacy
You are solely responsible for data that you provide or use in respect of the Site (including DocuBlock Services), including compliance with any regulations, laws, or conventions applicable to such data and use. You acknowledge your understanding and hereby provide your consent to DocuBlock’s processing of such data in accordance with the DocuBlock Privacy Notice (https://www.docublock.com/company/privacy-policy). Additional personal data processing terms and restrictions may apply with respect to DocuBlock Services, as set forth in Section 4 below.
3. RESTRICTIONS ON USE OF THE SITE
3.1. By using the Site, you specifically agree not to, and not permit others to, engage in any activity or transmit any information that, in our sole discretion:
3.1.1. Is illegal, or violates any federal, state, or local law or regulation;
3.1.2. Advocates illegal activity or discusses illegal activities with the intent to commit them;
3.1.3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
3.1.4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
3.1.5. Interferes with any other party’s use and enjoyment of the Site;
3.1.6. Attempts to impersonate another person or entity;
3.1.7. Is of a commercial nature in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
3.1.8. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
3.1.9. Accesses or uses a DocuBlock Services account of a Customer without such Customer’s permission;
3.1.10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
3.1.11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site;
3.1.12. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
3.1.13. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
3.1.14. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without our consent;
3.1.15. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
3.1.16. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
3.1.17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site, including license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Site available for access by third parties except as otherwise expressly provided in these Terms;
3.1.18. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of DocuBlock; or
3.1.19. Uses the Site for benchmarking purposes or to compile information for a product or service, or accesses or uses the Site for the purpose of (i) developing or operating products or services in competition with the Site; or (ii) using or allowing access to the Site by or as a competitor of ours;
3.1.20. Uses, or allows third parties to use, the Site (including any architectures, models, or weights which is considered our confidential and proprietary information, or any content, data, output, or other information received or derived from the Site, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function of the Site; or
3.1.21. Attempts to do any of the foregoing.
If you believe content on the Site or any activity by an individual or entity violates the above restrictions, please contact us here: https://support.docublock.com.
3.2. You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
3.3. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, except as otherwise expressly provided herein, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
4. TERMS FOR DOCUBLOCK SERVICES
DocuBlock Services are subject to such additional terms set forth in this Section and the “DocuBlock Services Schedules and Other Schedule of Terms” for Web Plan Customers and Users available here https://www.docublock.com/legal/terms-and-conditions/msa-service-schedules (“Additional Service Terms”). If there is any conflict between the Terms and the Additional Service Terms, the Additional Service Terms govern regarding the DocuBlock Service described therein. Additional Service Terms are subject to change as set forth in Section 1.2 (Updates) above.
4.1. DEFINITIONS
a. “Account” means a unique account established by Customer to enable its Authorized Users to access and use a DocuBlock Service.
b. “Authorized User” means an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the DocuBlock Services pursuant to these Terms and up to any maximum number of users or uses specified at the time of purchase (where relevant).
c. “Documentation” means any and all written materials, user manuals, and other documentation and materials supplied by us and related to the DocuBlock Services, excluding any software code or other information customarily subject to a commercial license, that is provided by DocuBlock regarding the DocuBlock Services. Documentation includes without limitation DocuBlock’s then-current technical and functional documentation for the DocuBlock Services.
4.2. USAGE AND ACCESS RIGHTS
4.2.1. Right to Use DocuBlock Services
Subject to these Terms, you have a limited non-exclusive, non-transferable right and license during the Term, to: (a) use the DocuBlock Services; (b) implement, configure, and, through its Account Administrator(s), permit your Authorized Users to access and use the DocuBlock Services up to any applicable limits or maximums in your Subscription Plan; and (c) access and use the Documentation, solely for (x) your internal business purposes, (y) and in accordance with the Additional Service Terms, DocuBlock’s Reasonable Use Policy (https://www.docublock.com/privacy/reasonable-use-policy) and any other written terms provided by us from time to time governing the use of the DocuBlock Services, and (z) in accordance with the Documentation we publish or otherwise provide you to support your use of the DocuBlock Service.
Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the DocuBlock Services, as well as potential liability for copyright infringement or other claims depending on the circumstances. Customers will not, and will not permit others to, use the DocuBlock Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan or DocuBlock’s Reasonable Use Policy (https://www.docublock.com/company/reasonable-use-policy) incorporated herein by reference.
4.2.2. Customer Responsibilities
Customers are responsible for all use of the DocuBlock Services associated with its Account; (c) Customers are solely responsible for maintaining the confidentiality of their Account names and password(s); (d) Customers agree to immediately notify DocuBlock of any unauthorized use of Customer’s Account of which it becomes aware; (e) Customer agrees that DocuBlock will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent, except to the extent such liability cannot be lawfully excluded under applicable law; (f) Customer will use the DocuBlock Services for lawful purposes only and subject to these Terms.
4.2.3. Authorized Users
Authorized Users of Customer must be identified by a unique email address and user name and two or more natural persons may not use the DocuBlock Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the DocuBlock Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the DocuBlock Services solely to support Customer’s internal business purposes.
4.2.4. Account Administrator
Customer may assign and expressly authorize an Authorized User(s) as its agent to manage Customer’s Account, and management of Customer’s Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.
4.3. AI Terms for DocuBlock Services
For clarity, DocuBlock Services that utilize or integrate with AI Services (defined in the AI Attachment for DocuBlock Services) are subject to the Additional Service Terms set forth in the AI Attachment for DocuBlock Services, which include consent to use Customer Data to improve DocuBlock Services and AI Services, including without limitation, to train artificial intelligence algorithms and machine learning models. To opt out of this consent, please refer to the AI Data Controls Settings FAQ.
4.4. Payment Terms
4.4.1. Subscription Plan
The prices and features of the DocuBlock Services and other of our fee-based offerings are subject to then-current purchase options or entitlements offered by DocuBlock in its sole and absolute discretion (“Subscription Plan”). Subscription Plans may be generally published on our website, set forth in our order form indicating the price and entitlement units available for purchase (“Order Form”), or offered to you via email or through in-product communications. Details regarding a purchased Subscription Plan, including entitlement units and overage fees (if usage-based), usage metrics, and other use and plan related information may be viewable through the administrative console of the DocuBlock Service (see Documentation for the applicable DocuBlock Service to confirm if this feature is available), or otherwise may be requested by you through Support here: https://support.docublock.com. We reserve the right to change the prices for or alter the options applicable to Subscription Plans available for purchase without prior notice, provided that for customers on existing Subscription Plans, such changes will only take effect upon renewal of such Subscription Plan in accordance with clause 4.4.2 below.
4.4.2. Renewals
If you purchase a Subscription Plan you agree to pay the then-current fee associated with the Subscription Plan, and understand it will automatically renew for the same time period (“Renewal Term”) unless: (a) you cancel your Subscription Plan or terminate your Account at least five (5) business days in advance of the end of the then-current Subscription term; (b) you set your Account not to auto-renew through the administrative console in the DocuBlock Service (if such capability is available) or contacting us here: (https://support.docublock.com); (c) we terminate your Subscription Plan or Account in accordance with the Terms; (d) we decline to renew your Subscription Plan; or (e) these Terms are terminated by either party as otherwise permitted in these Terms, prior to the end of the then-current period of the Subscription Plan (“Subscription Term”).
4.4.3. Promotional Codes
We may offer promotional codes for use with a Subscription Plan from time to time in our sole discretion. Promotional codes offered by us may only be used for your initial Subscription Term unless expressly indicated otherwise in your Subscription Plan details. If you purchased your initial Subscription Plan with a promotional code, each Renewal Term will be charged at the original, non-discounted price of the Subscription Plan initially ordered. If your Subscription Plan and subsequent Renewal Term terminates or expires for any reason, the promotional code may not be applied to any other Subscription Plan you purchase.
4.4.4. Overages
We may charge overage fees for use or access of the DocuBlock Service when your use and/or access exceeds entitlement units purchased with your Subscription Plan. For any usage-based Subscription Plan you purchase, you will be invoiced on a monthly basis for any usage over the purchased entitlement units (“Overage”), if any, incurred during the preceding month. Overage fees (including but not limited to “Pay-As-You-Go fees”) are billed in arrears at the per unit fee indicated in the Subscription Plan in effect at the time such Overage occurred. Overage fees are due and payable immediately upon invoice, and you will be charged the payment method associated with your Account automatically at time of invoice. Late payments for Overages, including due to an invalid payment method being on file or any other reason, may result in interest charges at our sole discretion.
4.4.5. No Refunds
CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS OTHERWISE AGREED TO BY THE PARTIES OR AS REQUIRED BY APPLICABLE LAW. Charges for pre-paid Subscription Plans will be billed to Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.
4.4.6. Recurring Charges
When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You may be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). You must promptly notify us of any change in your invoicing address and must update your Account with any changes related to your payment method. BY COMPLETING PURCHASE OF A SUBSCRIPTION PLAN, YOU AUTHORIZE US AND OUR AGENT TO CHARGE YOUR PAYMENT METHOD (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES, INCLUDING FOR ANY RENEWAL TERM OF THE SUBSCRIPTION PLAN; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF A SITE UNDER A SUBSCRIPTION PLAN, INCLUDING WITHOUT LIMITATION ADD-ONS AND OVERAGE CHARGES INCLUDED IN THE SUBSCRIPTION PLAN. The Authorization continues through the applicable original Subscription Plan Term and any Renewal Term until you cancel the Subscription Plan, or your Subscription Plan is otherwise terminated in accordance with these Terms or you withdraw your Authorization, in which case you remain liable for any amounts payable by you.
4.4.7. Late Fees & Collection Costs
If we do not receive timely payment when due, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You agree to reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. We may accept payment in any amount without prejudice to our right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to us may not be withheld or offset by you for any reason against amounts due or asserted to be due from us.
4.4.8. Invoices
We will provide billing and usage information in a format we choose, which may change from time to time. We reserve the right to correct any errors or mistakes that we determine even if we have already issued an invoice or received payment. You will notify us about any billing issues (including disputed amounts owed) within thirty (30) days after they first appear on your invoice. If you do not bring such issues to our attention within the foregoing time period, your right to dispute such issue is otherwise waived.
4.4.9. Billing Cycles
Billing cycle end dates may vary depending on Subscription Plan (e.g., per use, monthly, annual, etc.) and when you purchased your Subscription Plan during a given calendar month. When a billing cycle period covers less than or more than a full month, we may make reasonable adjustments and/or prorations. We may (at our option) also accumulate charges incurred during a billing cycle (e.g. Overages) and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay processing payment until submission of the accumulated charge(s). If these Terms expire or are terminated for any reason Customer agrees to pay DocuBlock all amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs.
4.4.10. Benefit Programs
You may receive or be eligible for certain discounts and promotions, and other Subscription Plan related benefits (collectively, "Benefits") through a DocuBlock Services reseller or other authorized third-party offeror of fee-based Sites (“Our Program Partner”). Any and all such Benefits are provided subject to the terms between you and Our Program Partner. If you have paid or are paying Our Program Partner for a Subscription Plan (and not us), you authorize us to share your account information with Our Program Partner for Account management, maintenance and support purposes. If you have paid or are paying us directly for a Subscription Plan purchased through Our Program Partner, then you authorize us to share reasonable Account and select Usage Data information with Our Program Partner as necessary to verify your continuing eligibility for those Benefits.
4.4.11. Tax Responsibility
All Subscription Plan fees are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”). You are responsible for and agree to bear Taxes associated with its purchase of the Subscription Plan and other fee-based DocuBlock offerings. If we are required to remit Taxes associated with your purchase of a Subscription Plan and other fee-based offerings, we will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes will not be deducted from the payments owed to us, except as required by law, in which case you will increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount we would have received had no such deductions or withholdings been made. You acknowledge and confirm that the address you provide in your Account registration is the place of supply to you for Tax purposes. If requested by us, you agree to provide to us your VAT, GST, or similar tax identification number(s) to avoid application of taxes, as applicable, and you will use the ordered Site in the location(s) in accordance with the provided VAT or GST identification number(s). The parties’ obligations under this Section (Tax Responsibility) will survive the termination or expiration of these Terms.
4.4.12. App Store Purchases
If your Subscription Plan is purchased through an App Store, then the App Store will automatically charge your App Store account for the cost of the Subscription Plan (including any renewal fees based on the Subscription Plan purchased) and any applicable taxes. If you are not current with your Subscription Plan payments, we reserve the right to downgrade or terminate your Account, or otherwise suspend your access to the Site. You will be responsible for paying all past due amounts.
4.5. Free Trial and Special Offers for DocuBlock Services
4.5.1.
If you register for a free trial, promotional offer, or other type of limited offer for use of DocuBlock Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section (Free Trial and Special Offers for DocuBlock Services) supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.
4.5.2.
To the fullest extent permitted under applicable laws, DocuBlock reserves the right to reduce the term of a trial period or end it altogether without prior notice.
4.5.3.
The version of the DocuBlock Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CUSTOMER ENTERS INTO THE DOCUBLOCK SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO DOCUBLOCK SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
4.5.4.
Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 7 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular DocuBlock Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the DocuBlock Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and DOCUBLOCK DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND DOCUBLOCK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS $100. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
4.6. Term and Termination for DocuBlock Services
4.6.1. Term
The period of effectiveness of these Terms, with respect to DocuBlock Services, begins on the date the Customer accepts these Terms and continues until the Customer’s Subscription Plan expires or its use of the DocuBlock Services ceases (including as a result of termination in accordance with this Section 4.6 (Term and Termination for DocuBlock Services), whichever is later (“Term”).
4.6.2. Suspension of Access to DocuBlock Services
In accordance with these Terms, DocuBlock may suspend any use of the DocuBlock Services, remove any content or disable or terminate any Account or Authorized User that DocuBlock reasonably and in good faith believes violates these Terms. DocuBlock will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless DocuBlock reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the DocuBlock Services or a third party. Under circumstances where notice is delayed, DocuBlock will provide the notice if and when the related restrictions in the previous sentence no longer apply.
4.6.3.
We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan to the fullest extent permitted under applicable laws. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, unless prohibited by applicable laws, your continued use of the DocuBlock Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described in this Section 4.6 (Term and Termination for DocuBlock Services). If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.
4.6.4. Termination by Customer
You may terminate your Account at any time upon ten (10) days’ advance written notice to DocuBlock. If you wish to terminate, you must provide notice, as we may instruct on our website, such as here or by contacting us here: (https://support.docublock.com). You must receive a confirmation from DocuBlock on your request for cancellation in order for cancellation to take effect. If you purchased your Subscription Plan through an external service, such as an App Store, you must use the tools made available by those services to manage and/or terminate your Subscription Plan. Section 4.4.5 (No Refunds) notwithstanding, if a Customer terminates its annual Subscription Plan within the first thirty (30) days of the initial Subscription Term, it may submit a written request to DocuBlock for a refund of the fees paid to DocuBlock for the initial Subscription Term, which DocuBlock will consider, without obligation, in good faith. Unless required by applicable law, DocuBlock has no obligation to consider refund requests related to a termination of a Subscription Plan if the termination does not occur in the first thirty (30) days of the initial Subscription Term, or if there has been a violation of other Terms herein, or if records indicate substantial productive use took place during that period.
4.6.5. Default; Termination by DocuBlock
A Customer will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with its Account breaches any provision of these Terms or violates any published policy applicable to the DocuBlock Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the DocuBlock Services by the Customer (or its Authorized Users or applicable end user) creates legal risk for DocuBlock, presents a threat to the security of the DocuBlock Services or DocuBlock’s customers, or is in connection with fraudulent or other unlawful activity. If you are in default, we may, without notice: (i) suspend your Account and use of the DocuBlock Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. An “Affiliate” means a legal entity that a respective party to these Terms owns, that owns such respective party or that is under common control with such respective party, where “control” and “own” mean possessing greater than 50% interest in an entity or the right to direct the management of the entity.
4.6.6. Effect of Termination
If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with these Terms; (c) our obligation to provide any further access to the Site to you under these Terms will immediately terminate, except any such rights that are expressly to be provided following expiration or termination of these Terms; and (d) the provisions of Section 4.4.5 (No Refunds), Section 4.4.10 (Benefit Programs), Section 4.4.11 (Tax Responsibility), Section 4.5 (Free Trial and Special Offers for DocuBlock Services) and of this Section, as well as provisions designated to survive under the Terms, any Service Schedules and accompanying attachments to the Terms. In the event DocuBlock terminates these Terms owing to any actual or suspected fraudulent or other unlawful use by an Account owner of the DocuBlock Services, notwithstanding anything contrary elsewhere in these Terms, DocuBlock may retain certain information of such terminated Account and use the retained information for its internal purposes including fraud detection and prevention, dispute resolution, investigations, and legal compliance for the period necessary to fulfill the foregoing purposes. For information about fraud prevention with DocuBlock Services, please visit DocuBlock’s Trust Center here (https://www.docublock.com/trust/security/incident-reporting).
4.6.7. SPECIFIC CAP ON DAMAGES
SUBJECT TO APPLICABLE LAW AND SECTION 9.4, NOTWITHSTANDING SECTION 9.2 (CAP ON DAMAGES), OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DOCUBLOCK SERVICES PROVIDED UNDER THIS SECTION (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 DOCUBLOCK FOR THE DOCUBLOCK SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.
4.7. Data
4.7.1.
Customer Data means data uploaded by you to the DocuBlock Services. Customer Data is deemed your “Confidential Information” subject to the respective confidentiality terms under Section 5.2 and 5.3 below (“Customer Confidential Information”).
4.7.2. Personal Data Processing
You acknowledge your understanding and hereby provide consent that, except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be processed and otherwise handled as described in the DocuBlock Privacy Notice (https://www.docublock.com/company/privacy-policy) and with respect to the DocuBlock Services, the terms set forth in the Data Protection Attachment for DocuBlock Services available here: https://www.docublock.com/legal/terms-and-conditions/data-protection-attachment/web-plan.
4.7.2.1. Access & Disclosure
Except as described in these Terms or applicable Corporate Terms: (i) we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) we may also share your information in situations involving potential threats to the physical safety of any person, violations of the DocuBlock Privacy Notice, the Terms, the Corporate Terms, or any other of our user agreements or terms in effect; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of DocuBlock, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
4.7.3. Usage Data
DocuBlock may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the DocuBlock Services (“Usage Data”). DocuBlock owns all right, title, and interest in Usage Data and may use it for its business purposes, including providing support for DocuBlock Services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that DocuBlock discloses will be de-identified and aggregated.
4.7.4. Feedback
DocuBlock encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to DocuBlock Services and related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to DocuBlock and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the DocuBlock Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information.
