DocuWalk Terms of Service

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DOCUWALK SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These DocuWalk Services Terms and Conditions (“Terms”) govern access to and use of the DocuWalk (“DocuWalk,” “we” or “us”) web sites, DocuWalk Mobile Application (“Mobile App”), and other services (collectively, the “Site”) by:

  • Site visitors (“Site Visitors”);
  • Individuals or entities (“Customers”) who access or use services (“DocuWalk Services”), create any document, such as a contract, disclosure, or notice that you deposit into the DocuWalk Signature service for processing (“eDocuments”), or view or interact with eDocuments, or
  • Individuals who create an account (“Account”) and their authorized users (”Users”).

1. UPDATES AND COMMUNICATIONS

1.1 We may revise these Terms or any additional terms and conditions that are relevant to a particular DocuWalk Service from time to time to reflect changes in the law or to the DocuWalk Services. We will post the revised terms on the Site with a “last updated” date. IF YOU CONTINUE TO USE THE DOCUWALK SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2 You agree to receive all communications, agreements, and notices that we provide in connection with any DocuWalk Services (“Communications”), including, but not limited to, Communications related to our delivery of the DocuWalk Services and your purchase of or subscription to the DocuWalk Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any DocuWalk Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2. USAGE AND ACCESS RIGHTS

2.1 Minimum Age. By accessing, using and/or submitting information to or through the DocuWalk Services, you represent that you are at least age 21.

2.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a DocuWalk Service (“Subscription Plan”) when applicable. Except as expressly provided in these Terms, you may not copy, distribute, publish, transmit, modify, transmit, publicly display or perform, create derivative works of or otherwise exploit any part of the DocuWalk Services. You may not save or archive a significant portion of the material appearing in or on the DocuWalk Services. All rights not expressly granted herein are reserved by DocuWalk. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms

2.3 Legal Effect of eDocuments. We make no representation as to the legal effect, formation or enforceability of your eDocuments in any jurisdiction. You are solely responsible for determining whether your eDocuments satisfy applicable legal requirements with respect to effectiveness, formation, enforceability or otherwise, and you should consult with a licensed attorney in any applicable jurisdiction if you have any questions.

2.4 Account Registration. You will need to create and register an account in order to use the DocuWalk Services. In creating an account, you represent that you are at least age 21, have the mental capacity to enter into a contract, and you agree to:

2.4.1 Create only one account;

2.4.2 Provide honest, accurate, truthful, current and complete information;

2.4.3 Keep your information updated and accurate;

2.4.4 Maintain the security of your account by not sharing your password with others and restricting access to your account and your computer;

2.4.5 Promptly notify us if you discover or suspect that your account has been compromised or its security breached; and

2.4.6 Take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

2.5 Equipment. You are responsible for providing the equipment and services that you need to access and use the DocuWalk Services. We do not guarantee that the DocuWalk Services are accessible on any particular equipment or device or with any particular software or service plan.

3. PROVISION OF DOCUWALK SERVICES

3.1 Changes. We are constantly improving the DocuWalk Services to provide the best possible experience for you and other users. You acknowledge and agree that the DocuWalk Services, or certain features of the DocuWalk Services, may change from time to time without notice to you. Any new feature that augments, enhances or modifies the current DocuWalk Services is subject to these Terms.

3.2 Mobile Terms. If you use a mobile device to access the DocuWalk Services, the following additional terms and conditions (“Mobile Terms”) also apply.

3.2.1 Regarding the DocuWalk Mobile Application (“Mobile App”), these Terms are supplemented by and incorporate (a) the Apple, Inc. (“Apple”) Terms and Conditions (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html) including, without limitation, the Licensed Application End User License Agreement provided therein (“Apple Terms”); and (b) the relevant terms of the Google Inc. (“Google”) Google Play Developer Distribution Agreement https://play.google.com/about/developer-distribution-agreement.html (together, the Apple and Google terms are the “Supplemented Terms”). You must agree to these Supplemented Terms as well as these Terms before using the DocuWalk Mobile App. In the event of an irreconcilable inconsistency between any Supplemented Terms and these Terms, these Terms will prevail.

3.2.2 In addition, the Mobile App may make special offers available from time to time (“App Offers”). App Offers may be based on your particular location or usage history using the DocuWalk website or Mobile App. App Offers also may be subject to additional terms and conditions as described in the App Offer. These App Offers are an integrated feature of the Mobile App. If you do not wish to receive App Offers, you will need to delete the Mobile App from your mobile device(s).

3.2.3 By downloading and using the Mobile App you acknowledge and agree that you accept the Supplemented Terms, and that DocuWalk is solely responsible for the Mobile App and the content thereof, and not Apple or Google.

3.2.4 You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the DocuWalk Services. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details.

3.2.5 You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage or service changes made by your service provider or otherwise. 

3.2.6 Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.

3.2.7 If you opt in to participate in one of our text message programs, you provide your advance consent to receive text messages from an automated system. Your consent was not and is not required as a condition of purchasing any property, goods, or services from us. If you wish to withdraw your consent and unsubscribe, please text STOP to the appropriate short code.

3.2.8 Message frequency depends on the program.

3.2.9 YOUR ACCESS TO AND USE OF THE DOCUWALK ONLINE SERVICES VIA YOUR MOBILE DEVICE CONFIRMS YOUR AGREEMENT TO THE MOBILE TERMS, AS WELL AS THE REST OF THESE TERMS.

3.3 Update Program. When you become a User, you will be automatically enrolled in the DocuWalk Update Program (“Update Program”) to receive emails, SMS text messages, direct mail and other communications (“Communications”) with information about your Account, the latest news about DocuWalk, special offers, and coupons. When creating an Account, you may choose not to receive certain Communications (see Opting Out of Communications, below) but your email address and other contact information may be retained indefinitely in our Update Program database for administrative purposes, even if you terminate your Account. If you choose not to receive Communications, you may not receive Update Program benefits, such as special offers or coupons that DocuWalk may make available to Users from time to time, and which may be subject to specific terms, restrictions and conditions, but you will always receive information related to your Account and “transactional or relationship communications” as defined in our Privacy Policy. Creating an Account does not guarantee receipt of any Communications or the availability to you of any coupons, special or promotional offers. The Update Program or any component of it is subject to change or termination without notice. Continued participation in the Update Program constitutes acceptance of its then-current terms and conditions.

3.4 Your Responsibilities. Users are responsible for updating their Accounts. We are not responsible for any Communications sent to an incorrect or incomplete address or number, or for any lost, late, misdirected, damaged, postage-due or illegible mailings or other Communications. We reserve the right to correct and not honor errors made in our Communications with you.

3.5 Opting Out of Update Communications. To opt-out of DocuWalk Update communications, except “transactional or relationship” communications as defined in our Privacy Policy, you may click on the unsubscribe link at the bottom of any DocuWalk email or update your DocuWalk account if you have one. To opt-out of SMS text messages from DocuWalk, you can update your DocuWalk account if you have one OR text STOP to the appropriate short code from the mobile device where you received the SMS text message. If you wish to stop receiving “transactional or relationship” Electronic Communications, you must delete your DocuWalk user account.

4. OWNERSHIP

4.1 Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

4.1.1 The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. Documentation, 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 the Site, shall, as between you and DocuWalk, at all times be and remain the sole and exclusive property of DocuWalk.

4.1.2 The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of DocuWalk and others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate DocuWalk's sponsorship of or affiliation with any product, service, event, or organization without DocuWalk's prior express written permission.

5. RESTRICTIONS ON USE OF THE SITE

5.1 By using the Site, including any DocuWalk Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

  1. Is illegal, or violates any federal, state, or local law or regulation, including any applicable data privacy or protection law or regulation;
  2. 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. 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;
  4. 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 consent; or
  5. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site.

5.2 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, 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.

6. PRIVACY

6.1 Privacy Policy. The privacy and security of your information is important to DocuWalk. Our Privacy Policy is incorporated into these Terms and also governs your use of the DocuWalk Services. To the extent there is a conflict between the terms of the Privacy Policy and these Terms, these Terms govern. The Privacy Policy describes the data that we gather about or from users of the DocuWalk Services and how we process, use and share that data. By using the DocuWalk Services, you consent to all actions that we take with respect to your data consistent with our Privacy Policy.

6.2 Ownership. Nothing in these Terms grants DocuWalk or another Customer, Site Visitor, or User any right, title or interest in or to any of the Personal Information (as defined by the Privacy Policy) of any Customer, Site Visitor, or User.

6.3 Compliance with Privacy Laws. If you receive the Personal Information of another Customer, Site Visitor, or User, you agree to comply with all applicable laws and regulations governing the collection, processing, and storage of that Personal Information, including, but necessarily limited to, the California Consumer Privacy Act and the Massachusetts Data Security Regulations. You agree that you are solely responsible for determining whether you are subject to any such laws or regulations.

7. TERMINATION

DocuWalk may suspend any use of the DocuWalk Services, remove any content or disable or terminate any Account or Authorized User that DocuWalk reasonably and in good faith believes violates these Terms.

8. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) POLICY

8.1 Statement. This DMCA statement constitutes part of the legal terms and conditions governing all users of the DocuWalk Services. In compliance with the DMCA (Title 17, United States Code), DocuWalk will respond to proper notifications of claimed copyright infringement with respect to material posted by users, and will take appropriate action including removing and disabling access to the allegedly infringing material. DocuWalk also reserves the right to remove and disable access to any user-posted material which, in DocuWalk’ sole judgment, may be infringing or violating another’s intellectual property right, whether or not DocuWalk has been notified by the rights holder.

8.2 Repeat Infringers. In accordance with the DMCA and other applicable law, DocuWalk has adopted a policy of terminating, in appropriate circumstances, the accounts of registered users who are determined by DocuWalk to be repeat infringers. DocuWalk may also, in its sole discretion, suspend and/or terminate the account of any registered user who infringes another’s intellectual property right, whether or not there is repeat infringement.

8.3 Designated Agent. In compliance with the DMCA, the Designated Agent for DocuWalk to receive notifications of claimed infringement relating to any of the DocuWalk Services is registered at https://www.copyright.gov/dmca-directory/.

Name: Amir Allen Alishahi President By mail: DocuWalk c/o DocuWalk Corp. 14 Wall Street, 20th Floor New York, NY 10005 By telephone: 1-646-290-5880.

8.4 Notice of Claimed Copyright Infringement. If you believe that your copyright has been infringed or violated by any material posted on any of the DocuWalk Services, please notify our Designated Agent listed above in writing and provide the following:

8.4.2 Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

8.4.3 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

8.4.4 Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address;

8.4.5 A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

8.4.4 Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address;

8.5 Counter-Notifications. Under the DMCA, if a notice of copyright infringement has been filed against material posted by you on any of the DocuWalk Services, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing and contain the following:

8.5.1 Your physical or electronic signature;

8.5.2 Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

8.5.3 A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and

8.5.4 Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which you are located (or in the State of New York, U.S.A., if you reside outside of the U.S.A.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.

8.5.5 If DocuWalk receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with the DMCA.

8.6 Liability for Misrepresentation under the DMCA. Please note that, pursuant to the DMCA, any person who knowingly materially misrepresents that any material or activity is infringing, or that any material or activity was removed or disabled by mistake or misidentification, will be liable for damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by an online service provider, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. Accordingly, if you are not sure whether certain material or activity infringes your or another’s copyright, please consult with a qualified attorney.

9. WARRANTIES AND DISCLAIMERS

THE DOCUWALK SERVICES, DOCUMENTATION, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE DOCUWALK SERVICES, DOCUMENTATION, AND SITE SHALL BE AT YOUR SOLE RISK. DOCUWALK AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“DOCUWALK PARTIES”): (a) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE DOCUWALK SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE DOCUWALK SERVICES, DOCUMENTATION, OR SITE.

THE DOCUWALK PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT DOCUWALK SERVICES, DOCUMENTATION, AND SITE HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE DOCUWALK SERVICES, DOCUMENTATION, AND SITE CONTENT AND ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF DOCUWALK SERVICES, DOCUMENTATION, AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA DOCUWALK SERVICES, DOCUMENTATION, AND SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCUWALK TO ANY THIRD PARTY. 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.

THE DOCUWALK PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE DOCUWALK PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.

10. INDEMNIFICATION OBLIGATIONS

You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Personal Information processed by the DocuWalk Services; or (e) any products or services purchased or obtained by you in connection with the Site.

11. LIMITATIONS OF LIABILITY

You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Personal Information processed by the DocuWalk Services; or (e) any products or services purchased or obtained by you in connection with the Site.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE DOCUWALK PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR DOCUWALK SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, DOCUMENTATION, OR DOCUWALK SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE, DOCUMENTATION, OR DOCUWALK SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION, OR DOCUWALK SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, DOCUMENTATION, OR DOCUWALK SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE DOCUWALK PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

11.2 Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE (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 DOCUWALK FOR THE DOCUWALK SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

12. GENERAL

12.1 Relationship. At all times, you and DocuWalk are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties.

12.2 Trade Restrictions. You acknowledge that the Site, Documentation, and/or DocuWalk Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that DocuWalk makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories ("Trade Restrictions"). You represent and warrant that: (a) you are not (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009.

12.3 Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the DocuWalk Services will be effective only if it is in writing and sent using: (a) DocuWalk Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth on the Site for DocuWalk. Customer or DocuWalk may change its address for receipt of notice by notice to the other party in accordance with this Section 10. Notices are deemed given upon receipt if delivered using DocuWalk Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

12.4 Force Majeure. Except for any payment obligations, neither you nor DocuWalk will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

12.5 Mandatory Arbitration, Waiver of Class Actions Applicable to Customers.

YOU AND SHELTERZOOM AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any dispute between you and DocuWalk and its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (collectively for purposes of this section, “DocuWalk”) arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”) will be settled by binding arbitration administered by the American Arbitration Association (AAA) as follows:

Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’ advanced written notice of its intent to file for arbitration. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.

The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives, and the arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. DocuWalk and you agree that any Covered Dispute will be submitted to arbitration on an individual basis only. Neither DocuWalk nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney general action and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis. If any provision of the agreement to arbitrate in this section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this section, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16.

12.6 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules to the contrary. Customer and DocuWalk submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New York County, New York, U.S.A.

12.7 Waiver. No delay or failure on the part of DocuWalk to enforce any part of these Terms will constitute a waiver of any of DocuWalk’s rights under these Terms whether for past or future actions on the part of any person. Neither the receipt of any funds by DocuWalk nor the reliance of any person on DocuWalk’s actions will be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of DocuWalk will have any legal effect whatsoever.

The waiver by either you or DocuWalk of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

12.8 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

12.9 Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the DocuWalk Services by any authority.

12.10 Notice to California Residents. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

12.10.1 The provider of the DocuWalk Services is Shelterzoom, 14 Wall Street, 20th Floor, New York, NY 10005, USA.

12.10.2 To file a complaint regarding the DocuWalk Services or to receive further information regarding use of the DocuWalk Services, send a letter to the above address or contact DocuWalk via the Contact form on the DocuWalk website https://docuwalk.com/ (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210

12.11 General Provisions. The headings and captions contained herein are for convenience only. These Terms will inure to the benefit of and will be binding upon each party’s valid successors and assigns.