Subscription Terms and Conditions

These Verdocs Subscription Terms and Conditions (the “Agreement”) govern access to and use of the Verdocs platform, APIs, SDKs, documentation, and related services (collectively, the “Services”) provided by Verdocs, Inc., a Delaware corporation (“Verdocs,” “we,” “us,” or “our”).

By executing an Order Form that references this Agreement, clicking to accept this Agreement, or accessing or using the Services, the customer identified in the applicable Order Form or account registration (“Customer,” “you,” or “your”) agrees to be bound by this Agreement. If the individual accepting this Agreement is acting on behalf of an entity, that individual represents that they have authority to bind that entity.

If Customer has entered into a written or electronically executed Order Form, master agreement, or other commercial agreement with Verdocs, then that agreement will govern to the extent of any conflict with this Agreement.

IMPORTANT: Section 19 of this Agreement contains a binding arbitration provision, a waiver of the right to a jury trial, and a waiver of class or representative proceedings. It also describes a thirty (30) day right to opt out of arbitration. Please read it carefully.

1. Definitions

“Applicable Data Protection Laws” means all laws and regulations applicable to the processing of personal data under this Agreement, including, where applicable, Regulation (EU) 2016/679 (“GDPR”), the United Kingdom GDPR, and applicable U.S. state privacy laws.

“Authorized User” means any employee, contractor, agent, end user, signer, or other individual authorized by Customer to access or use the Services under this Agreement or an applicable Order Form.

“Customer Data” means any data, content, records, files, documents, templates, configurations, or other materials submitted, uploaded, transmitted, stored, or otherwise made available by or on behalf of Customer or its Authorized Users through the Services.

“Documentation” means Verdocs’ then-current usage, technical, and support documentation made available for the Services.

“Order Form” means an ordering document, statement of work, subscription form, or other written or electronic ordering instrument executed by Customer and Verdocs that references this Agreement.

“Free Services” means Services made available to Customer on an ongoing no-fee production basis, excluding Trial Services.

“Services” means the hosted Verdocs eSignature, workflow, API, SDK, embedded, white-label, support, and related services identified in the applicable Order Form or otherwise made available by Verdocs.

“Security Incident” means confirmed unauthorized access to, or acquisition, loss, disclosure, alteration, or destruction of, Customer Data within systems controlled by Verdocs.

“Subscription Term” means the term stated in the applicable Order Form, together with any renewal terms.

“Third-Party Services” means any third-party product, service, or feature that interoperates with, is integrated with, or is used in connection with the Services, including SMS providers, identity verification vendors, or other pass-through services.

2. Provision of Services; Access Rights

2.1 Access Right

Subject to this Agreement and any applicable Order Form, Verdocs grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation solely for Customer’s internal business purposes, or, if expressly permitted in an applicable Order Form, to embed, integrate, white-label, configure, and offer the Services within Customer’s own products, platform, or workflows.

2.2 Authorized Users

Customer may permit its Authorized Users to access and use the Services in accordance with this Agreement and any applicable usage limits. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.

2.3 OEM / Embedded Use

(a) Customer may integrate and configure the Services within Customer’s own platform or offerings;

(b) Customer’s end customers and their users may be treated as Authorized Users under Customer’s account; and

(c) unless expressly agreed otherwise in writing, such end customers are not separate direct licensees of Verdocs solely by virtue of their access through Customer’s platform.

2.4 Customer Responsibilities

Customer is responsible for:

(a) maintaining the confidentiality of account credentials;

(b) configuring access rights, user permissions, templates, and workflows appropriately;

(c) obtaining all rights, notices, consents, and permissions needed for Customer Data and Customer’s use of the Services; and

(d) its relationships, agreements, pricing, billing, and commitments with its own customers and end users.

2.5 Reservation of Rights

Verdocs and its licensors retain all right, title, and interest in and to the Services, Documentation, APIs, SDKs, software, and all related intellectual property rights, including all modifications, improvements, and derivative works. No rights are granted to Customer except as expressly set forth in this Agreement or an applicable Order Form.

2.6 Feedback

If Customer or its Authorized Users provide Verdocs with suggestions, ideas, or other feedback regarding the Services, Verdocs may use such feedback without restriction or obligation, provided that Verdocs will not identify Customer as its source without Customer’s consent.

3. Restrictions

Customer will not, and will not permit any Authorized User or third party to:

(a) copy, modify, or create derivative works of the Services except as expressly permitted by this Agreement or Documentation;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or trade secrets of the Services, except to the extent such restriction is prohibited by law;

(c) use the Services in violation of applicable law, including privacy, sanctions, export control, or electronic signature laws;

(d) bypass, disable, or interfere with any access control, authentication, security, or usage-limitation features of the Services;

(e) use the Services to transmit malicious code, spam, fraudulent content, unlawful content, or infringing content;

(f) use the Services to build or provide a competing product or service, or publicly benchmark the Services without Verdocs’ prior written consent;

(g) access or use the Services in a manner that materially interferes with the integrity, security, or performance of the Services;

(h) access or use the Services in a manner that circumvents contractual usage restrictions or exceeds authorized usage metrics, rate limits, storage limits, envelope limits, API quotas, throughput limits, or other limits set forth in this Agreement, an applicable Order Form, or the Documentation;

(i) use the Services, Documentation, APIs, outputs, schemas, metadata, or other information received from the Services to create, train, test, fine-tune, or improve any artificial intelligence or machine learning system that competes with or substantially replicates the Services; or

(j) if Customer or any user is a direct competitor of Verdocs, access any non-public Services, sandbox environments, technical documentation, or developer tools without Verdocs’ prior written consent.

4. Customer Data; Data Rights

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

4.2 Limited License to Verdocs

Customer grants Verdocs a non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, maintain, support, secure, and make available the Services, comply with law, and exercise its rights under this Agreement.

4.3 Usage Data

Verdocs may collect and use aggregated, de-identified, and system-generated usage and performance data relating to the Services for analytics, service improvement, security, support, and operational purposes, provided such data does not identify Customer, its end users, or any individual.

4.4 Customer Responsibility for Content

Customer is solely responsible for Customer Data, including its content, accuracy, legality, enforceability, and compliance with all laws and regulations applicable to Customer’s business and use cases.

5. Privacy; Data Protection; Security

5.1 Privacy Policy

Verdocs’ Privacy Policy applies to the Services and is incorporated into this Agreement by reference.

5.2 Data Processing Addendum

To the extent Verdocs processes Personal Data on behalf of Customer in connection with the Services, including where Customer acts as a controller or processor and Verdocs acts as a processor or subprocessor, the Verdocs Data Processing Addendum available at verdocs.com/dpa (the “DPA”) is incorporated into and forms part of this Agreement and will automatically apply to such processing. No separate signature or Order Form is required for the DPA to apply. If Customer and Verdocs have separately executed a data processing agreement, that agreement will supersede the online DPA with respect to the processing covered by it.

5.3 Security Measures

Verdocs will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data against unauthorized access, use, alteration, or disclosure. Such safeguards include:

(a) encryption in transit and at rest;

(b) logical access controls and least-privilege practices;

(d) secure development, vulnerability management, and patching processes;

(e) incident response procedures;

(f) backups and disaster recovery practices; and

(g) workforce confidentiality and access management controls.

5.4 Security Incident Notice

Following confirmation of a Security Incident affecting Customer Data, Verdocs will notify Customer without undue delay and provide information reasonably necessary for Customer to understand the nature of the incident and comply with applicable notification obligations, to the extent reasonably available. Notwithstanding the foregoing, to the extent a Security Incident constitutes a Personal Data Breach involving Customer Personal Data subject to the DPA, Verdocs’ notification obligations will be governed by the DPA.

5.5 Subprocessors

Customer authorizes Verdocs to use subprocessors and third-party service providers to provide the Services, subject to Verdocs maintaining appropriate contractual protections and safeguards. To the extent the DPA applies, Verdocs’ engagement and use of Subprocessors will be governed by the DPA, including the applicable authorization, notice, objection, and Subprocessor-list provisions set forth therein.

5.6 Electronic Communications

Customer agrees that Verdocs may provide communications, notices, disclosures, invoices, billing notices, maintenance notices, support notices, security notifications, policy updates, and other information relating to the Services electronically, including by email, in-product notification, dashboard posting, or other electronic means. Customer agrees that such electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by law.

6. Electronic Signature and Legal Process Disclaimer

Verdocs provides an electronic signature and document workflow platform designed to support electronic records and signature workflows. Customer acknowledges and agrees that:

(a) Verdocs is not a law firm and does not provide legal, tax, accounting, regulatory, or compliance advice;

(b) Verdocs is not a party to any agreement, document, or transaction created, sent, signed, or processed through the Services;

(c) Customer is solely responsible for determining whether its specific workflows, disclosures, documents, signature processes, record retention practices, and signer authentication methods satisfy applicable legal or regulatory requirements; and

(d) Customer is responsible for obtaining any notices, consents, disclosures, and permissions required to transact electronically or process Customer Data.

7. Third-Party Services

Certain features of the Services may rely on or interoperate with Third-Party Services. Customer acknowledges that:

(a) Third-Party Services may be subject to separate terms and fees;

(b) Verdocs is not responsible for Third-Party Services not controlled by Verdocs; and

(c) Third-party fees, including pass-through charges such as SMS, identity verification, or similar usage-based services, may be billed separately as set forth in an applicable Order Form.

8. Fees and Payment

If Customer purchases the Services under an Order Form, Customer will pay the fees and charges set forth in that Order Form.

Unless otherwise stated in the applicable Order Form:

(a) subscription fees are invoiced in advance and are non-cancelable and non-refundable except as expressly stated in this Agreement;

(b) third-party or pass-through fees may be invoiced monthly in arrears based on actual usage;

(c) invoices are due within the time period specified in the applicable Order Form, or if not specified, within fifteen (15) days after invoice date;

(d) undisputed overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law; and

(e) Customer is responsible for all taxes, duties, and similar governmental charges associated with the Services, other than taxes based on Verdocs’ net income.

9. Term and Termination

9.1 Term

This Agreement begins on the effective date of the first Order Form or Customer’s first acceptance of this Agreement and continues until all Subscription Terms have expired or been terminated.

9.2 Termination for Cause

Either party may terminate this Agreement or an affected Order Form for material breach by the other party if such breach remains uncured after written notice and the applicable cure period. Unless otherwise stated in the Order Form:

(a) the cure period for non-payment of undisputed fees is ten (10) business days; and

(b) the cure period for other material breaches is thirty (30) days, where cure is reasonably possible.

9.3 Effect of Termination

(a) Customer’s access to the Services will end, except during any applicable wind-down period;

(b) all fees, usage charges, Third-Party Services fees, taxes, and other amounts accrued or incurred through the effective date of termination and during any wind-down period will remain due;

(c) any remaining committed Subscription Fees will become due only to the extent expressly provided in the applicable Order Form; and

(d) prepaid fees are non-refundable except as expressly provided in this Agreement or the applicable Order Form.

9.4 Wind-Down; Export; Deletion

Unless Verdocs terminates for Customer’s uncured material breach, Verdocs will, upon Customer’s written request, provide a reasonable wind-down period of up to ninety (90) days to allow Customer to export Customer Data and transition users, provided that:

(a) Customer continues to pay all undisputed amounts due;

(b) no new end customers or materially expanded use is onboarded during the wind-down period; and

Verdocs will make Customer Data available for export in a commonly readable format during that period. Verdocs may delete Customer Data ninety (90) days after the end of the wind-down period, or if no wind-down period is requested, ninety (90) days after termination or expiration, unless retention is required by law. Notwithstanding the foregoing, Verdocs may retain limited account information, logs, audit data, security records, billing records, and other records following termination for fraud detection and prevention, security investigations, legal compliance, dispute resolution, and enforcement of this Agreement, for so long as reasonably necessary for those purposes, provided that any Customer Personal Data contained in such records will be retained and processed in accordance with the DPA and Applicable Data Protection Laws, where applicable.

10. Suspension

Verdocs may suspend access to all or part of the Services if:

(a) Customer fails to pay undisputed fees when due and does not cure within the applicable notice period;

(b) Customer materially breaches this Agreement or an applicable Order Form;

(c) Customer’s or an Authorized User’s use of the Services poses a security risk, violates applicable law, or threatens the stability or integrity of the Services; or

(d) suspension is required by law or a governmental authority.

Verdocs will use reasonable efforts to provide notice before suspension where practicable and to scope any suspension to the affected account, functionality, or use case rather than disabling all access immediately. Verdocs will not suspend service solely because of a good-faith payment dispute if Customer has paid all undisputed amounts and the parties are working diligently to resolve the dispute.

11. Support and Service Levels

11.1 Support

Verdocs will provide standard technical support in accordance with Verdocs’ then-current support policy and any support commitments purchased under an applicable Order Form. Customer may submit support requests, bug reports, and service-related inquiries by emailing support@verdocs.com or through any in-app or portal-based support channel made available by Verdocs.

11.2 Standard Support Targets

Unless otherwise stated in an applicable Order Form or support addendum, Verdocs will use commercially reasonable efforts to provide support during standard support hours of Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern Time, excluding U.S. federal holidays. Customer may submit support tickets at any time to support@verdocs.com, and Verdocs will respond in accordance with the applicable severity level and support commitments.

Severity 1: 1 hour
Severity 2: 4 business hours
Severity 3: 1 business day
Severity 4: 2 business days

11.3 Availability

Verdocs will use commercially reasonable efforts to make the Services available 99.9% of the time in a calendar month, excluding scheduled maintenance with prior notice, emergency maintenance, force majeure events, and downtime caused by Customer systems or Third-Party Services not controlled by Verdocs.

11.4 No Implied Service Credits

Unless expressly stated in an applicable Order Form or service level addendum, availability targets are targets and not guarantees and do not entitle Customer to service credits.

12. Warranties and Disclaimers

12.1 Performance Warranty

Verdocs warrants that during the applicable Subscription Term the Services will materially conform to the Documentation and that Verdocs will provide the Services in a professional and workmanlike manner.

12.2 Remedy

Customer’s exclusive remedy, and Verdocs’ sole liability, for breach of the foregoing warranty will be for Verdocs to use commercially reasonable efforts to correct the non-conformity. If Verdocs cannot do so within a reasonable time, Customer may terminate the affected Services and receive a prorated refund of prepaid, unused fees for the terminated portion of the then-current Subscription Term.

12.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, APIs, SDKS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VERDOCS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VERDOCS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

12.4 Free Trials; Beta; Preview Services

If Verdocs makes any Services available on a temporary free trial, evaluation, beta, preview, sandbox, or testing basis (“Trial Services”), Verdocs may modify, suspend, or discontinue such Trial Services at any time without liability. Trial Services are provided “as is” and “as available,” without any service levels, service credits, warranties, indemnities, or support obligations unless expressly stated otherwise in writing. Customer is solely responsible for exporting any Customer Data from Trial Services before the end of the applicable trial or evaluation period. Verdocs may delete Customer Data associated with Trial Services at any time after the applicable trial or evaluation period ends. Any Processing of Personal Data through Trial Services remains subject to the DPA to the extent applicable.

13. Confidentiality

Each party (“Receiving Party”) may receive Confidential Information of the other party (“Disclosing Party”) in connection with this Agreement. “Confidential Information” means non-public information disclosed by or on behalf of a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including software, documentation, security information, pricing, roadmaps, customer information, and the terms of this Agreement.

The Receiving Party will:

(a) use Confidential Information solely to perform under or exercise rights under this Agreement;

(b) protect it using at least reasonable care; and

(c) disclose it only to employees, contractors, affiliates, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that the Receiving Party can demonstrate:

(i) is or becomes public through no fault of the Receiving Party;

(ii) was lawfully known without restriction before disclosure;

(iii) is independently developed without use of the Confidential Information; or

(iv) is lawfully received from a third party without restriction.

The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt notice where legally permitted and cooperates in seeking confidential treatment.

These obligations survive for three (3) years after termination of this Agreement, except that obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law.

14. Indemnification

14.1 Verdocs IP Indemnity

Verdocs will defend Customer against any third-party claim alleging that the unmodified Services, when used as permitted under this Agreement, infringe a U.S. patent, copyright, or trade secret, and Verdocs will pay damages finally awarded or amounts approved in settlement by Verdocs, provided that Customer:

(a) promptly notifies Verdocs of the claim;

(b) gives Verdocs sole control of the defense and settlement; and

Verdocs will have no obligation under this Section to the extent a claim arises from:

(i) Customer Data;

(ii) combinations with products, services, or content not provided by Verdocs;

(iii) modifications not made by Verdocs; or

(iv) use of the Services outside the Documentation or contrary to this Agreement.

14.2 Verdocs Remedy for Infringement Claims

If the Services become, or in Verdocs’ opinion are likely to become, the subject of an infringement claim, Verdocs may at its option and expense:

(a) procure the right for Customer to continue using the Services;

(b) modify or replace the affected Services so they become non-infringing; or

(c) terminate the affected Services and refund any prepaid, unused fees for the terminated portion of the then-current Subscription Term.

14.3 Customer Indemnity

Customer will defend Verdocs and its affiliates, officers, directors, employees, and agents from and against third-party claims arising out of or relating to:

(a) Customer Data;

(b) Customer’s products, services, platform, terms, pricing, billing, or representations to its own end customers;

(d) Customer’s failure to obtain legally sufficient rights, notices, disclosures, or consents; or

(e) Customer’s agreements with its own end customers.

14.4 Procedure

The indemnified party must:

(a) promptly notify the indemnifying party of the claim;

(b) allow the indemnifying party to control the defense and settlement; and

The indemnifying party may not settle any claim in a manner admitting liability of or imposing non-monetary obligations on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

15. Limitation of Liability

15.1 Exclusion of Certain Damages. Except for a party’s fraud or willful misconduct, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, data, or business interruption, arising out of or related to this Agreement, regardless of the legal theory asserted and even if advised of the possibility of such damages.

15.2 General Liability Cap. Except for Uncapped Claims and Enhanced Claims, each party’s aggregate liability arising out of or related to this Agreement and any applicable Order Form will not exceed the total amounts paid or payable by Customer to Verdocs under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

15.3 Enhanced Liability Cap. For Customers using only Free Services, each party’s aggregate liability arising out of or related to all Enhanced Claims will not exceed ten thousand dollars ($10,000). For all other Customers, each party’s aggregate liability arising out of or related to all Enhanced Claims will not exceed three (3) times the total amounts paid or payable by Customer to Verdocs under this Agreement during the twelve (12) months preceding the event giving rise to the claim (in each case, the “Enhanced Liability Cap”).

15.4 Uncapped Claims. “Uncapped Claims” means: (a) a party’s fraud; (b) a party’s willful misconduct; and (c) Customer’s obligation to pay undisputed subscription fees, usage charges, overage charges, Third-Party Services fees, taxes, or other amounts properly due under this Agreement or an applicable Order Form.

15.5 Enhanced Claims. “Enhanced Claims” means claims arising out of or related to: (a) a party’s gross negligence; (b) a party’s breach of its confidentiality obligations under Section 13; (c) Verdocs’ indemnification obligations under Section 14.1; (d) Customer’s indemnification obligations under Section 14.3; (e) any security-incident indemnification obligation expressly set forth in an applicable Order Form; or (f) a party’s breach of an applicable data protection addendum, unless that addendum expressly provides otherwise.

15.6 Application. The limitations in this Section 15 apply collectively to all claims arising out of or related to this Agreement, the applicable Order Form, and all related addenda, regardless of the form of action, whether in contract, tort, strict liability, statute, indemnity, or otherwise. The foregoing limits apply in the aggregate and not separately to each claim. Customer’s obligation to pay amounts properly due for Services received is not limited by this Section 15.

16. Publicity; Benchmarking

Customer will not publish or disclose any benchmark, performance, or comparative testing of the Services without Verdocs’ prior written consent.

Customer will not issue any press release or public statement regarding Verdocs or use Verdocs’ name or trademarks without Verdocs’ prior written consent, except for factual internal or legally required disclosures.

Unless Customer opts out in writing, Verdocs may identify Customer as a customer and use Customer’s name and logo in Verdocs’ marketing materials.

17. Compliance; Export Controls

Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions, and is not identified on any U.S. government restricted party list. Customer will not use the Services in violation of applicable export control or sanctions laws and will not permit any Authorized User to do so.

18. HIPAA; Regulated Data

Customer will not use the Services to create, receive, maintain, transmit, or otherwise process Protected Health Information (“PHI”), including electronic protected health information (“ePHI”), as those terms are defined under HIPAA, unless and until Customer and Verdocs execute a Business Associate Addendum. If an executed Business Associate Addendum applies, it will control solely with respect to PHI and ePHI.

19. Governing Law; Dispute Resolution; Jury Trial Waiver

This Agreement is governed by the laws of the State of Delaware and controlling United States federal law, without regard to conflict of laws principles.

Before either party initiates arbitration, the party asserting the dispute will provide written notice to the other party describing the nature and basis of the dispute in reasonable detail. Within ten (10) business days after receipt of such notice, knowledgeable representatives of the parties with authority to resolve the dispute will meet by video conference or other mutually agreed means and attempt in good faith to resolve the dispute.

If the dispute is not resolved through that process, then except as expressly provided below, any dispute, claim, or controversy arising out of or relating to this Agreement will be finally resolved by binding arbitration administered through the platform provided by New Era ADR, Inc., in accordance with its then-current rules and procedures for virtual expedited commercial arbitrations, by a neutral with relevant commercial and technology experience. The neutral will be selected in accordance with those rules. Judgment on the award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or injunctive relief in any court of competent jurisdiction to prevent actual or threatened misuse of its intellectual property, Confidential Information, security controls, or proprietary rights. In addition, either party may bring an individual claim in small claims court in a court of competent jurisdiction, rather than in arbitration, for any claim within that court’s jurisdictional limits.

If one hundred (100) or more arbitration demands that are substantially similar in substance are filed against Verdocs within a thirty (30) day period by or with the assistance of the same law firm or coordinated group of counsel, the parties agree that such demands will be administered in batches of up to one hundred (100) demands per batch, with a single neutral appointed and a single set of administrative fees assessed per batch, in accordance with the arbitration provider’s then-current rules and procedures for coordinated or mass filings or, where those rules do not address such filings, a fair and efficient batching procedure determined by the neutral appointed for the first-filed demand.

Customer may opt out of the arbitration provisions of this Section 19 by sending written notice to Verdocs at hello@verdocs.com, or to Verdocs, Inc., 200 Vesey St. 24 Floor, New York, NY 10281, within thirty (30) days of first accepting this Agreement. The notice must include Customer’s legal name, the email address associated with Customer’s account, and a clear statement that Customer wishes to opt out of arbitration. Opting out of arbitration does not affect any other provision of this Agreement.

The prevailing party in any arbitration or court proceeding arising out of or relating to this Agreement may be awarded its reasonable attorneys’ fees and costs, in the discretion of the neutral or court, as applicable.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20. Assignment

Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without such consent to:

(a) an affiliate; or

(b) a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

Any purported assignment in violation of this Section is void.

21. Notices

Any formal legal notice required under this Agreement must be in writing and delivered by personal service, recognized courier, certified mail, or email to the addresses designated by the parties in the applicable Order Form or account information. Routine operational notices, invoices, maintenance notices, support communications, policy updates, and security notifications may be delivered electronically in accordance with Section 5.6.

22. Amendments; Updates

Updates to the DPA will be governed by the update provisions set forth in the DPA. Verdocs may update this Agreement and the Privacy Policy from time to time. Any changes that are material and adverse to Customer will not take effect during a then-current Subscription Term without Customer’s consent, unless required by law or necessary to address a security, compliance, or operational issue that cannot reasonably be deferred. Verdocs will provide at least thirty (30) days’ prior notice of material changes.

Any amendment to an executed Order Form must be in writing signed by both parties.

23. Force Majeure

Except for Customer’s payment obligations, neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including failures of telecommunications or internet service providers, cyberattacks not caused by that party’s breach, natural disasters, labor disputes, war, terrorism, acts of government, or other force majeure events. The affected party will resume performance as soon as reasonably practicable.

24. Entire Agreement; Order of Precedence

This Agreement, together with any applicable Order Form, Data Processing Addendum, Business Associate Addendum, support or service level addendum, and policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings regarding such subject matter.

In the event of a conflict, the following order of precedence will apply:

any applicable Standard Contractual Clauses, UK Addendum, or other mandatory international data transfer mechanism, solely to the extent required by Applicable Data Protection Laws;
any Business Associate Addendum or other regulated-data addendum, solely with respect to the regulated data governed thereby;
any separately executed data processing agreement, solely with respect to data protection matters;
the Verdocs Data Processing Addendum, solely with respect to data protection matters;
the applicable Order Form and its pricing schedules;
any support or service level addendum, solely with respect to support and service levels;
this Agreement; and
the referenced policies.

Notwithstanding the foregoing, an applicable Order Form may expressly modify a provision of the DPA if the Order Form specifically identifies the DPA provision being modified.

No terms contained in a Customer purchase order or similar document will modify this Agreement or apply to the Services unless expressly agreed by Verdocs in writing.

25. Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.

26. Survival

Sections that by their nature should survive termination will survive, including Sections relating to fees owed, confidentiality, data export and deletion, disclaimers, indemnification, limitation of liability, dispute resolution, and general legal terms.