IMPORTANT – THESE TERMS OF SERVICE APPLY TO THE LICENSEE’S USE OF THE NITRO SERVICES AND/OR SOFTWARE AS DESCRIBED HEREIN AND/OR ON ANY ORDER FORM AND/OR PURCHASE ORDER SIGNED BY NITRO (IF ANY). THESE TERMS OF SERVICE ALONG WITH ANY ORDER FORM OR PURCHASE ORDER SIGNED BY NITRO, ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”. THIS AGREEMENT IS BETWEEN NITRO SOFTWARE, INC., A CALIFORNIA CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 150 SPEAR ST, SUITE 1500, SAN FRANCISCO CA 94105 USA (“Nitro”) AND THE LICENSEE IDENTIFIED HEREIN AND/OR ON THE ORDER FORM AND/OR PURCHASE ORDER (“Licensee” or “You”) ON BEHALF OF ITSELF AND ITS AFFILIATES.
BY ACCEPTING THE TERMS OF THIS AGREEMENT AND/OR USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE AND ACKNOWLEDGE ON BEHALF OF LICENSEE THAT YOU HAVE READ AND UNDERSTOOD THE CONTENTS OF THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO NITRO THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
You are agreeing to use Nitro’s e-signing platform known as Nitro Sign (the "Service") on a trial basis and at no cost. The Service and any accompanying software ("Software") may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Nitro is under no obligation to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors in the Service or Software will be corrected.
Subject to the terms and conditions of this Agreement, Nitro grants to Licensee a non-exclusive, revocable, non-transferable license (without right to sublicense) to use the Service. Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) modify or create any derivative works of any Software; (b) copy any portion of the Service or Software; (c) sublicense or permit simultaneous use of the Service or Software by more than one user; (d) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); or (e) use the Service or Software in a timesharing or service bureau arrangement, or otherwise transfer rights to the Service or Software.
You may be required to create or may be provided with an account to use the Service. You agree not to impersonate any person or entity or misrepresent Licensee’s identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Licensee’s password and for any use of Licensee’s account. You also agree to notify Nitro promptly at firstname.lastname@example.org of any unauthorized use of Licensee’s username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service.
You may not access the Service other than through the interfaces provided by Nitro or interfere with or disrupt the proper operation of the Service.
Nitro may contact Licensee to solicit Licensee’s opinion regarding the Service. You agree, at your sole discretion, to provide to Nitro suggestions, comments and feedback regarding the Service and Software, including but not limited to usability and bug reports (collectively, "Feedback"). If You provide such Feedback to Nitro, You hereby grant Nitro a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up license to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Nitro product, technology, service, specification or documentation (individually and collectively, "Nitro Products"). You warrant that Licensee’s Feedback is not subject to any license or other terms that would purport to require Nitro to comply with any additional obligations with respect to any Nitro Products that incorporate any Feedback.
You agree that, unless otherwise specifically provided herein or agreed by Nitro in writing or only to the extent made public by Nitro, the Service and the Software, including the specific design and structure of the Service, constitute confidential information of Nitro. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Nitro. You will use your best efforts to cooperate with and assist Nitro in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software.
Nitro and any of its licensors own all proprietary rights in and to the Service and the Software. Any Software provided to you is licensed and not sold. Except as expressly provided herein, Nitro does not grant any express or implied right to You under any Nitro patents, copyrights, trademarks, or trade secret information.
Nitro may place limits on, modify, suspend or terminate the Service generally, and may suspend or terminate Licensee’s use of the Service or terminate this Agreement at any time. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Licensee’s documents, information, files, and other previously available content. If Nitro terminates the Service or Licensee’s use of the Service, the rights and licenses granted to You under this Agreement shall immediately terminate and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 2 and 4 through 11 shall continue to be effective after termination of this Agreement.
You will defend, indemnify and hold harmless Nitro, its affiliates, and their respective officers, directors, employees, agents, licensors and any third party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against Nitro related to Licensee’s use of the Service, including any document or content You submit to the Service.
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE IS BEING LICENSED ON A TRIAL BASIS AND MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER NITRO NOR ANY OF NITRO'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER NITRO NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF LICENSE FEES PAID TO NITRO BY LICENSEE (IF ANY) UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, NITRO WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.
This Agreement is the entire agreement between You and Nitro related to the Service, replacing any prior agreements relating to its subject matter. Nitro's Licensors may be third party beneficiaries to this Agreement. There are no other third party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Nitro may assign this Agreement, subject to all of the terms of this Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected.
This Agreement shall be governed by California law. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS THE CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA. YOU AND NITRO CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED THERE.