Updated: September 23, 2019
Welcome to an electronic signature platform offered by United Software Developers Inc. dba USD GoPay, a New York corporation (“Company”, “we,” “our” or “us”). These terms of use ("Terms") are an agreement between you or an individual or entity you represent ("you," "your,” “yours,” or “user”) and Company.
You must read, agree to and accept all of the terms and conditions contained in these Terms in order to use the website https://www.usdgosign.com and mobile application associated with it (collectively, “Platform”).
You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms. If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that such entity or organization is duly authorized to do business in the country or countries where it operates. In that event, "you," "your,” “yours,” or “user” will refer and apply to that entity.
In the case of any violation of these Terms, the Company reserves the right to seek all remedies available in law and equity for such violations.
The Platform is offered subject to your acceptance of the terms and conditions contained herein and all other policies (including, without limitation, Company’s Privacy Policy) that may be published from time to time by Company on the Platform, which shall be incorporated herein by reference. By accessing, registering for and/or using the Platform in any manner you agree to the Terms. If you do not agree to the Terms, do not use the Platform.
To the extent permitted by applicable law, we may, at any time, amend these Terms without prior notice to you, by posting a revised version of the Terms or sending you a notification about changes made. Any revisions to these Terms will take effect when a revised version is posted on the Platform or a notification is sent, unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of revised Terms and other Company’s policies, and (b) agreement to be bound by any such revised terms and conditions.
Ownership and Rights to Access and Use the Platform.
By using the Platform and subject to your compliance with the Terms: (i) Company and our licensors grant to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Platform; and (ii) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any content, software, products or services obtained through the Platform without the express prior written permission of Company. Neither the Terms nor your access to or use of the Platform transfers to you or any third party any rights, title and interest in any intellectual property rights related to the Platform. Furthermore, the Platform is offered only for your use, and not for the use or benefit of any third party.
Reservation of Rights.
Our Platform and those of our licensors are protected by applicable intellectual property laws, including United States copyright law and international treaties. Subject to the limited rights expressly granted hereunder, Company and its third-party providers, licensors, and suppliers reserve all right, title and interest in and to the Platform, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Removal of Content in Our Sole Discretion.
We reserve the right to (but do not have any obligation to) remove any content available on the Platform in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated the Terms).
Use of Platform and Availability.
Company retains the right, in its sole discretion, to deny access to the Platform to anyone at any time and for any reason. While we use reasonable efforts to keep the Platform accessible, the Platform may be unavailable from time to time. You understand and agree that there may be interruptions in your access to the Platform due to circumstances both within our control (e.g., routine maintenance) and outside of our control.
Creating an Account.
In order to register, access and use the Platform, you must create an account ( “Account”). Your Account requires you to (i) indicate agreement to the Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, as determined by Company. You agree not to create an Account or use the Platform if you have been previously removed by us or banned from the Platform. You agree that Company will not be liable to you or to any third party for any suspension or termination of your Account and any refusal of any access to or use of the Platform (or any portion thereof). You must provide accurate and complete information and keep your Account information updated. You shall not: (a) select or use as a username a name of another person with the intent to impersonate that person; or (b) use as a username a name that is otherwise offensive, vulgar or obscene. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your Account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate the Terms we may terminate your Account immediately. You must notify us immediately of any breach of security or unauthorized access to or use of your Account. You should never publish, distribute or post login information for your Account. If we terminate your Account, you may not subscribe under a new Account unless we formally invite you.
Restrictions
Except as expressly specified in the Terms, you shall not:
Any unauthorized use of the Platform terminates the rights granted by Company pursuant to the Terms.
Plans and Automated Payments.
You can purchase a monthly or annual plan or you may choose to pay on a need basis. If you choose a monthly or annual plan, your credit card on file will be automatically charged on a recurring basis. When you sign up for a paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan, and your subscription will automatically renew at the end of the subscription term unless you cancel as further set forth in these Terms. Our sister company USD GoPay will process all payments on our behalf.
Free 14-day trial.
Company offers a free 14-day trial (in some instances we may offer a 28-day trial) for all of its subscription plans. You are not required to enter payment information, but your plan will expire at the end of the trial period. If you choose to enter billing information, your first charge will occur at the end of the trial period. If you elect the 14-day trial and you cancel your Account before the end of the trial period you will not be billed anything, even if you entered your billing information.
Cancellation policy.
When a user submits a request for cancellation of a plan, we calculate the refund on a pro-rata basis and issue a refund.
Failed charges; Suspension.
If your credit card on file declines a payment, or if, for any reason, a charge is rejected, you shall immediately provide an updated/valid payment information. If you fail to make a payment, the Company will send an invoice to you detailing the amount due. You must pay the amount due in full within seven (7) days after the date of the invoice. In the event payment dates fall on a weekend or holiday, the payment can be made on the next business day. Company may, without liability to you, limit your access to all or part of the Platform if any fees are not paid within seven (7) days after such fees becoming due and payable under the Terms. In the event of the foregoing, Company shall not be obligated to provide you access to the Platform until all outstanding fees are paid in full. Accounts that have been terminated may be reactivated if the payment is successfully processed for all charges accrued.
Representations and Warranties with Regard to User Content.
You represent and warrant that: (i) any information and User Content (as further defined below) you provide in connection with your access to or use of the Platform is true, accurate and complete and you will maintain and update such information regularly; and (ii) you will respect the intellectual property, other information and all rights of Company and others using the Platform.
User Content.
All content you upload, create, submit, distribute, and/or post on the Platform, including but not limited to, documents, data files, texts, document layouts, source code, pictures, video and other images, audio materials, graphics, information relating to natural and other persons, messages and communications (“User Content”), is your sole responsibility. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and reliability.
Company has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit or receive transmission of User Content. You hereby grant Company a revocable license to use and display the User Content for purposes of providing the Platform to you. You represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in the Terms.
On the other note, Company disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the Platform to other users. It is your responsibility to ensure that Platform users to whom you submit personally identifiable or confidential information will take appropriate security and non-disclosure measures.
Feedback
Please keep in mind that we do not seek any unsolicited ideas or materials for the Platform. If you provide us (in a direct email or otherwise) with any feedback, suggestions, or recommendations relating to the Platform (“Feedback”), then you further grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use, display, distribute, adapt, re-format, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.
Prohibited User Content.
You agree that you will not under any circumstances transmit any User Content that:
Company Has No Obligation to Review User Content.
Company does not undertake to screen, review, edit, censor or otherwise filter and control User Content or the behavior of users. We reserve the right (but have no obligation) to review any User Content, and to investigate or take appropriate actions against you in our sole discretion if you violate the Terms or otherwise create liability for us or any other person. Such action may include without limitation removing your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
User Content Liability.
Company shall not be liable for any loss, deletion, removal or failure of delivery to the intended recipient of User Content, whether caused by computer virus, unauthorized access or otherwise. You are encouraged to retain a back-up copy of all User Content and you undertake that you shall do so in respect of all uploaded User Content.
No legal advice.
The Platform does not provide legal advice and Company is not a law firm. Part of the Platform may involve the making of contracts, and/or other legal relations and although we attempt to make sure our information is accurate and useful, we recommend you consult with a lawyer if you want legal advice. Company does not offer any legal advice, legal opinions, recommendations, referrals, and/or counseling. Company is not involved in agreements between you and other users.
Electronic Communications.
By using the Platform, you agree to receive certain communications in connection with the Platform. The communications between you and Company use electronic means, whether you use the Platform or send us emails, or whether Company posts notices on the Platform or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Company and execute these Terms in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing.
Use of Electronic Signatures.
Electronic signatures are valid and enforceable with consent of all parties in most industrialized countries, however, laws vary and exceptions exist. Common exceptions include, but are not limited to, wills, power of attorneys, documents that need to be notarized, real estate transactions, and adoption papers. Keep in mind that electronic signatures are not the same thing as digital signatures. Digital signatures are sometimes referred to as certified electronic signatures, advanced electronic signatures, etc. Some countries deem digital signatures admissible and valid for almost all types of agreements because digital signatures can verify identity of a person. Company is not responsible for determining whether any particular legal instrument is (i) subject to an exception to applicable electronic signature laws; or (ii) whether it can be legally formed by electronic signatures. It is your responsibility to make sure that laws of the country which govern your legal instruments and agreements deem electronic signatures admissible, valid and enforceable. By using the Platform, you hereby give your consent to executing agreements, contracts and other legal instruments using electronic signatures. The Platform facilitates the execution of electronic or digital documents between Platform users. Nothing in these Terms may be construed to make Company a party to any such documents processed through the Platform, and Company makes no representation or warranty regarding the transactions sought to be affected by any such documents;
Subject to this Section, the Terms will remain in full force and effect while you access and use the Platform. We may terminate your Account and/or your access to or use of all or any part of the Platform at any time, with or without notice, effective immediately and without liability, which may involve deletion of your User Content associated with your Account from our databases. You agree that Company will not be liable to you or to any third party for such removal. If you wish to terminate your Account, you may do so by contacting us in writing via email. Company will not have any liability whatsoever to you for any termination of your rights under the Terms, including without limitation for termination of your Account or deletion of your User Content.
THE PLATFORM, AND ANY CONTENT, ARE PROVIDED BY COMPANY TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. COMPANY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS.
WITHOUT LIMITING THE FOREGOING, COMPANY AND/OR ITS LICENSORS, PARTNERS AND CONTENT PROVIDERS MAKE NO WARRANTY THAT (I) THE PLATFORM AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; (III) ANY CONTENT AND/OR SOFTWARE AVAILABLE AT AND/OR THROUGH THE PLATFORM IS FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS AND/OR (IV) COMPANY WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE PLATFORM OR ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY AOR THROUGH YOUR ACCESS TO OR USE OF THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
You will defend, indemnify and hold Company, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from or relate to (i) your use of the Platform or inability to use the Platform; (ii) your User Content; (iii) your violation of the Terms, (iv) your violation of any rights of a third party through use of the Platform or User Content; (v) fraud you commit or your intentional misconduct or negligence, or (vi) your interaction with any other user. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Entire Agreement.
Unless otherwise agreed to by Company and you in writing, the Terms (including without limitation the terms and conditions set forth herein and Company’s policies as described above) constitutes the entire agreement between Company and you concerning the subject matter hereof.
Governing Law.
Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Platform will be governed by the laws of the State of New York, U.S.A., excluding its conflict of law provisions. You agree that the courts located in Kings County, NY, U.S.A. shall have exclusive jurisdiction in any dispute between you and us.
Local Laws and Electronic Signatures.
The use of the Platform may be governed by the laws of different countries or regions, and you agree to abide by such local laws. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations.
No Dispute Resolution Platform.
Company is under no obligation to become involved in any dispute that you have with other users or in any incident that you are party to with other users, or that are affected by or otherwise related to the Platform.
Severability.
If any part of the Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
Assignment.
You may not assign your rights under the Terms to any other party without Company’s express prior written consent; Company may assign its rights under the Terms without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Force Majeure.
Except for payment obligations, neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action.
Survival.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.
No Waiver.
No waiver by either you or Company of any breach or default or failure to exercise any right allowed under the Terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under the Terms.
If you would like to request additional information regarding the Terms or for any questions regarding a commercial relationship with Company, please contact us.
United Software Developers Inc. 2913 Avenue V Brooklyn NY 11229 212-840-5091 Info@usdsoftware.com