DocuFirst Terms of Service Agreement
EFFECTIVE: JANUARY 1ST, 2016
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (AGREEMENT) CAREFULLY. IT IS A LEGAL AND BINDING CONTRACT BETWEEN YOU AND DOCUFIRST, LLC (DOCUFIRST), A LOUISIANA LIMITED LIABILITY COMPANY.
BY ACCEPTING THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICE OR SITE, YOU AGREE THAT YOU UNDERSTAND THE AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR ANOTHER LEGAL ENTITY (ENTITY), YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THAT ENTITY, AND REPRESENTING TO DOCUFIRST THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND IT’S AFFILIATES TO THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH ANY PART OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THE AGREEMENT AND MAY NOT USE THE SERVICE.
1. DOCUFIRST SERVICES
DOCUFIRST is a web application used by businesses to fill, e-sign, and save forms and documents in a secure online platform. Any new or modified features added to or augmenting or otherwise modifying DOCUFIRST Services are also subject to these Terms. DOCUFIRST reserves the right to deploy Updates at any time.
A high speed Internet connection is required for proper transmission of the DOCUFIRST Services. You are responsible for procuring and maintaining the network connections that connect your network to the DOCUFIRST Services, including, but not limited to, browser software that supports protocols used by DOCUFIRST, including Secure Socket Layer (SSL) protocol or other protocols accepted by DOCUFIRST, and to follow procedures for accessing DOCUFIRST Services that support such protocols.
2. USE OF DOCUFIRST SERVICES
If you are the person or legal entity ordering DOCUFIRST Services, you will be required to register online at www.docufirst.com for access to DOCUFIRST, and is referred to as the “Account Registration”.
You will be referred to as the “Primary User.” The Primary User will be responsible for creating and maintaining all other user accounts that are associated with the Account Registration, and will be referred to as a “Sub User”.
Your use of DOCUFIRST Services is governed by and subject to each and every term of this Agreement. The terms “you” and “your” as used in this Agreement, pertain to each Primary User and/or Sub User of the Services. If you are the Primary User, you agree that each Sub User account you create has full authority to act on your behalf as to the Services, which will include any of your employees or independent contractors. The terms of this Agreement will cover any situation where you use and access the Services or you permit a person to use and access the Services.
3. ACCOUNT REGISTRATION
As a Primary User, you agree that all information that you provide to DOCUFIRST in connection with your Account Registration for access and use of DOCUFIRST Services is true, accurate, and complete to the best of your knowledge, belief, and ability. You also agree that you will maintain and routinely update such information to keep it true, accurate, and complete at all times. This may include Primary User’s Name, Company Name, Address Information, and Credit Card Information.
After Account Registration is complete, you will be emailed a User ID (which will be your e-mail address you entered during Account Registration) and a temporary password (which will be automatically generated by DOCUFIRST system, and must be changed upon initial login). After you register for DOCUFIRST Services, you will have access to DOCUFIRST Services within twenty-four (24) hours.
DOCUFIRST, in its sole discretion, reserves the right to suspend access to DOCUFIRST Services or any part of the Services or to delete your User ID or password permanently. You agree that DOCUFIRST shall not be liable to you for loss or damages that may result from its refusal to grant access to the Services or a part of the Services. DOCUFIRST specifically reserves the right, at its sole discretion, to deny any Primary User or Sub User’s access to DOCUFIRST Services for any of the following non-exclusive reasons: i) violating any term of provision of the Agreement; ii) non-payment of any amounts owed for the DOCUFIRST Services; and iii) utilizing DOCUFIRST Services for any other purpose other than your day-to-day business activities. Upon your written request, and within thirty (30) business days of access termination, DOCUFIRST will download to disk all of your data that is stored on DOCUFIRST’ servers and deliver it to the business address entered for your Account Registration. In the event that your data exceeds 8GB, you will be required to provide an external drive that provides sufficient storage space, in order to return your data. Delivery Fees and Professional Services Fees for time spent downloading data may apply. If you or DOCUFIRST initiates termination, you agree and acknowledge that DOCUFIRST has no obligation to retain your Data for more than 60 days and that such Data may be irretrievably deleted after such time.
4. SUBSCRIPTION FEE, BILLING, AND PAYMENTS
As consideration for the Services provided, you agree to pay DOCUFIRST the applicable Subscription Fee set forth in the attached Fee Schedule included in this Agreement. All payments will be processed by ATLOS LLC which is the parent company of DOCUFIRST LLC. DOCUFIRST reserves the right to modify this Fee Schedule, and introduce New Fees associated with any new software features, at any time. Primary Users will be notified 60 days prior to any modification of the DOCUFIRST Fee Schedule, or introduction of New Fees. The method of notification shall be at DOCUFIRST’ sole discretion and may include an email notification, written notification, or by posting the information on DOCUFIRST’ website under the pricing page.
You agree and acknowledge that DOCUFIRST will charge a Subscription Fee each month, based on the date of your Account Registration. Charges will be processed by ATLOS LLC which is the parent company of DOCUFIRST LLC. Unless otherwise indicated on a Form referencing these terms and subject to Section 4, all charges will be paid by Credit Card the exact amount due for the Subscription Fee, on a monthly basis.
You agree and acknowledge that there will be no refunds for any amounts billed to you for DOCUFIRST Services. If you believe that a charge to your credit card is incorrect or was not authorized, you must contact DOCUFIRST in writing within sixty (60) days of the date of the transaction to be eligible to receive an adjustment or credit.
In addition to any other rights granted to DOCUFIRST in this Agreement, DOCUFIRST reserves the right to suspend or terminate this Agreement and your access to the Service, if you fail to pay Your Subscription Fee within five (5) business days of our notice to you that payment is due or delinquent, or if you do not update payment information upon our request. If you or DOCUFIRST initiates termination of this Agreement, you will be obligated to pay any balance due on your account. You agree that DOCUFIRST may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Unless otherwise stated, our Subscription Fee does not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively Taxes). You are responsible for paying Taxes except those assessable against DOCUFIRST based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
You may elect to terminate DOCUFIRST Services at any time. Your Services will continue to automatically renew unless DOCUFIRST is notified. A thirty (30) day written notice is required to terminate your DOCUFIRST Services.
DOCUFIRST reserves the right to terminate this Agreement and the Primary User and Sub User’s access to DOCUFIRST Services immediately without notice from DOCUFIRST if the Primary User or any Sub User fails to comply with any provision of this Agreement.
6. DATA STORAGE AND OWNERSHIP
You acknowledge that DOCUFIRST may establish from time to time general practices and limits concerning use of the DOCUFIRST Services. You agree that DOCUFIRST is not liable for any interruption of the Services for any reason, including but not limited to an interruption because of repairs, and updates to the Services. DOCUFIRST is also not liable for any damages whatsoever caused by your inability to gain access to your Data. As a condition of use for these Services, you agree that, in the event of an error with the DOCUFIRST Services, a Service technician will be permitted to access your account as necessary to resolve the problem. You acknowledge that DOCUFIRST reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
DOCUFIRST does not own any Data entered, uploaded, or stored through the DOCUFIRST Services. You, not DOCUFIRST, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data and DOCUFIRST shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or storage failure of any Data. Upon your written request, and within thirty (30) business days of access termination, DOCUFIRST will download to disk all of your data that is stored on DOCUFIRST’ servers and deliver it to the business address entered for your Account Registration. In the event that your data exceeds 8GB, you will be required to provide an external drive that provides sufficient storage space, in order to return your data. Delivery Fees and Professional Services Fees for time spent downloading data may apply. If you or DOCUFIRST initiates termination, you agree and acknowledge that DOCUFIRST has no obligation to retain your Data for more than 60 days and that such Data may be irretrievably deleted after such time.
7. PROHIBITED CONDUCT
You agree that you will not use the DOCUFIRST Services to: (a) upload or otherwise transmit any Data, domain name, or any other information or data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, any DOCUFIRST representative, or misrepresent DOCUFIRST affiliation with any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Data transmitted through the Services; (e) upload or otherwise transmit any Data that you do not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements); (f) upload or otherwise transmit any Data or domain name that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of solicitation, except in those areas of the Services that may be designated for such purpose; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Services or servers or networks connected to the Services; (j) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange, and laws regarding the export of technical data; (k) incite or provide instructional information about illegal activities; or (l) conduct raffles, contests, lotteries, or sweepstakes.
DOCUFIRST takes commercially reasonable measures to secure and protect information transmitted to and from DOCUFIRST Services, including encrypted Internet connections. However, DOCUFIRST cannot and does not guarantee that any such communications or any electronic commerce conducted on or through DOCUFIRST Services is or will be totally secure. You are responsible for maintaining the confidentiality of any login User ID and any password that may be assigned to you by DOCUFIRST, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify DOCUFIRST of any unauthorized use of your User ID or password or any other breach of Site security of which you become aware. You also agree to take such further steps as may be reasonably requested by DOCUFIRST to prevent unauthorized use of your User ID and password. DOCUFIRST cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your User ID or password.
9. GRANT OF LICENSE
Based on the foregoing conditions, DOCUFIRST hereby licenses to you on a non-exclusive and non-transferable basis the right to use DOCUFIRST Services. DOCUFIRST retains all rights, title, and interest to all DOCUFIRST services. DOCUFIRST retains all intellectual property rights in and to each and every aspect of its software and Services, including, but not limited to, rights under federal copyright laws, federal patent laws, or any applicable state laws. You may not delete or in any manner alter any copyright, trademark, and other proprietary rights notices or markings appearing on any information that you receive from DOCUFIRST or which appears on any DOCUFIRST websites. You are not authorized to utilize any DOCUFIRST logo or trademark without written consent from an authorized DOCUFIRST representative.
DOCUFIRST Services contain copyrighted material, trade secrets, and other proprietary material. In order to protect them, and except as permitted by applicable legislation, you may not:
(i) Decompile, reverse engineer, disassemble, modify, translate, otherwise reduce the Software to a human-perceivable form, or make any attempt to discover the source code.
(ii) Modify, network, rent, lend, loan, distribute, or create derivative works based upon the Software in whole or in part.
(iii) Electronically transmit any part of the Software from one computer to another or over a network.
(iv) Sublicense, rent, or lease any portion of the Software to another user.
The Software may include links (Interfaces) to numerous third parties (Service Providers). In the event that you intend to use or request the services and products of Service Providers, you are solely responsible for reviewing and understanding the terms and conditions governing the usage of such Service Providers and their services and products. You understand that you are subject to the specific terms, fees, conditions, policies, and agreements imposed by such Service Providers. DOCUFIRST makes no representation or warranty of any kind concerning your use of such Service Providers and their services and products or the performance or results obtained by you or your customers by using such Service Providers and their services and products. DOCUFIRST is not responsible for the privacy practices of any other person or entity, including any persons or entities that may have related links on DOCUFIRST’ website.
12. DISCLOSURE OF INFORMATION
Interfaces and our API enable DOCUFIRST to send and receive data, including, but not limited to, a consumer’s personal information. DOCUFIRST is not responsible for any information sent or received through these Interfaces and our API. DOCUFIRST assumes no responsibility as to whether information requested by a Service Provider is appropriate. It is your sole responsibility to contact a Service Provider regarding what particular type of information is being shared or exchanged, the Service Provider’s use and sharing practices of such information, and whether the Service Provider has updated or revised its policies regarding the Service Provider’s use and sharing practices. DOCUFIRST assumes no responsibility for the disclosure, dissemination, collection, use, sale, or sharing of information about a consumer and/or you. It is your sole responsibility to ensure that you and your employees and agents comply with any applicable laws, including, but not limited to, all applicable privacy laws that are currently in effect or may be enacted in the future, and to make sure that the Service Providers comply with any applicable laws, including, but not limited to, all applicable privacy laws that are currently in effect or may be enacted in the future.
13. RIGHT TO MONITOR
For security purposes and system performance, DOCUFIRST reserves the right to monitor all DOCUFIRST Services.
You agree that the Software contains proprietary information, including, but not limited to, trade secrets, know-how, and other confidential information that is DOCUFIRST’ exclusive property. During the effective period of this Agreement and all times afterward, you and your members, employees (current and future), and independent contractors, agree that you will not disclose any trade secrets, know-how, confidential information to third parties without DOCUFIRST’ prior written authorization. You further agree to take the necessary precautions to safeguard and maintain the confidentiality of DOCUFIRST’ trade secrets, know-how, and confidential information You agree that any breach of this Section will irreparably harm DOCUFIRST and that DOCUFIRST is entitled to seek injunctive relief in addition to any other remedies that DOCUFIRST may have at law or in equity.
A. Information collected to register Primary User and Sub Account Users
Non-public personal information that DOCUFIRST collects and reviews to register a Primary User or Sub User may be disclosed, as provided by state and/or federal laws, to companies that perform Services on our behalf so that we may provide customers competitive products and services. We may also disclose non-public personal information about you under circumstances as permitted or required by state and/or federal law or where we have a good faith belief that such action is necessary to comply with a judicial proceeding, a court order, or legal request by a governmental agency. We restrict access to non-public information about you to those employees who need to know that information to provide the Services to you. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your non-public personal information. No method of transmission of information over the Internet or electronic storage, however, is completely secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.
B. Third-Party Intermediaries
We do not share personal information with third parties except as needed to fulfill a request for access to DOCUFIRST Services, such as with a credit card authorization company. DOCUFIRST does not maintain any of your credit card information. Any credit card information is maintained by a third-party credit authorization company or credit card billing company.
C. Information submitted by you through the DOCUFIRST Services
In using the DOCUFIRST Services, we understand that you will be sending Data, including, but not limited to, non-public and personal documents and other information regarding your customers through the Services provided under this Agreement. While monitoring or repairing DOCUFIRST Services, employees of DOCUFIRST may gain access to Data in order to maintain the Services. We restrict access to such information to those employees or agents of DOCUFIRST who need access to maintain the DOCUFIRST Services. We also follow generally accepted industry standards to protect Data, both during transmission and once received. No method of transmission over the Internet or electronic storage, however, is completely secure. Therefore, while we strive to use commercially acceptable means to protect Data, we cannot guarantee its absolute security.
D. Receipt of Marketing Materials
Every Primary User and Sub User that signs up for DOCUFIRST Services will automatically be subscribed to our News Letter which is emailed once every month. The News Letter provides information about new features, and upcoming events. You can Unsubscribe directly from the News Letter, or notify DOCUFIRST in writing if you wish to opt out from receiving said information.
E. Responsibility for Security of Your Data
You shall have sole responsibility for securing all necessary permissions and clearances with respect to the Data and for ensuring that your use of the DOCUFIRST Services to access, manage, and manipulate the Data complies with any and all laws any and all laws, rules, and regulations applicable thereto, including, but not limited to, those concerning any privacy rights of your clients. You shall comply with all applicable laws, regulations, privacy guidelines, and applicable agreements governing the collection and use of personally identifiable information, including without limitation the Gramm-Leach-Bliley Act (collectively, the “Privacy Rules”). You shall have sole responsibility to comply with any and all laws, rules and regulations applicable to the format, location and duration of the retention of the Data. You shall, at your expense, defend, indemnify, and hold harmless DOCUFIRST, its officers, directors, and employees from and against any and all liabilities, claims, causes of action, suits, and damages, including reasonable attorneys’ fees and expenses arising out of or related to your non-compliance with any of the Privacy Rules.
16. GOVERNMENT END USERS
If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:
(i) if the Software is supplied to the Department of Defense (DoD), the Software is classified as “Commercial Computer Software” and the Government is acquiring only “restricted rights” in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and
(ii) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18052.227-86(d) of the NASA Supplement to the FAR.
17. DISCLAIMER OF WARRANTY ON SERVICES AND SOFTWARE
You expressly acknowledge and agree that use of the DOCUFIRST Services is at your sole risk. The DOCUFIRST Services are provided “AS IS” and without warranty of any kind and, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DOCUFIRST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOCUFIRST DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DOCUFIRST SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE DOCUFIRST SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DOCUFIRST SERVICES WILL BE CORRECTED. DOCUFIRST DOES NOT WARRANT THAT THE SERVER THAT MAKES THE DOCUFIRST SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM, OR OTHERWISE USE THE DOCUFIRST SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT THE SERVICES MAY BECOME DELAYED OR RENDERED USELESS FOR A PERIOD OF TIME DUE TO THE INHERENT PROBLEMS WITH USING THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND YOU SPECIFICALLY ACKNOWLEDGE THAT DOCUFIRST IS NOT RESPONSIBLE FOR ANY DAMAGE OF ANY TYPE WHATSOEVER FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER PROBLEMS ASSOCIATED THEREWITH. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, DOCUFIRST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE DOCUFIRST SERVICES OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DOCUFIRST OR DOCUFIRST’ AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE DOCUFIRST SERVICES PROVE DEFECTIVE, YOU (AND NOT DOCUFIRST OR DOCUFIRST’ AUTHORIZED REPRESENTATIVE) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL DOCUFIRST OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PERSONAL INJURY, OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE, MISUSE, OR INABILITY TO USE THE DOCUFIRST SERVICES EVEN IF DOCUFIRST OR DOCUFIRST’ AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall DOCUFIRST’ total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the DOCUFIRST Services.
You agree that you will, at your expense, defend, indemnify, and hold harmless DOCUFIRST and its affiliates, officers, directors, employees, agents, and attorneys from and against any and all claims, demands, liabilities, costs, expenses (including attorney’s fees), losses, damages, judgments, or settlements arising or resulting from i.) any claims, demands, actions, and other proceedings by any party, including any third party, arising out of or relating to this Agreement; ii.) your use of the DOCUFIRST Services; iii.) your use of any Service Providers services or products; iv.) your collection, distribution, dissemination, sharing, use, or sale of information provided to Service Providers; v.) your violation of any local, state, federal, or international laws or breaches of this Agreement; and vi.) any act or omission by you or your agents, employees, or independent contractors for any services agreed to be performed by any third party or Service Provider.
(i) This Agreement shall be deemed to be a contract that is made under the laws of the State of Louisiana, U.S.A., and for all purposes shall be interpreted in its entirety in accordance with the laws of said State. No litigation or other claim that is connected in any manner herewith shall be instituted or conducted in any court other than a competent court in the State of Louisiana. By accepting this Agreement, you hereby consent to personal jurisdiction and venue in a competent court in the Parish of East Baton Rouge, State of Louisiana. By accepting this Agreement, you also irrevocably waive and renounce any right that you may have had to institute litigation or a claim of any type whatsoever in any jurisdiction other than in the Parish of East Baton Rouge, State of Louisiana. If any action shall be brought on account of any breach of or to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees.
(ii) If any provision of this Agreement shall be held to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(iii) This Agreement, including all exhibits and documents directly referenced, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
(iv) DOCUFIRST reserves the right to modify and update this Agreement without prior notification. You will be notified within thirty (30) days in writing after any modification to this Agreement is made. You will be required to accept any modification before they take effect. If you refuse to accept any modifications or updates to this Agreement, DOCUFIRST reserves the right to immediately terminate this Agreement and your access to DOCUFIRST Services.
(v) DOCUFIRST has the right to modify and/or update DOCUFIRST Services without prior notice.
(vi) The terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect. Your rights under this Agreement are not assignable or transferable.
(vii) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Both parties shall attempt to resolve any controversy, claim, or dispute arising out of or in connection with this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, the parties agree such claims or disputes shall be decided exclusively by arbitration which shall be conducted, upon request by either party. The arbitration will be before a single arbitrator, mutually agreed upon by the parties hereto, in accordance with the terms of the Commercial Arbitration Rules of the AAA, and, to the maximum extent applicable, the United States Arbitration Act. Each party will bear its own expense with respect to any arbitration. The parties further agree that any such arbitration shall be conducted exclusively in East Baton Rouge Parish, State of Louisiana. The parties hereto consent to venue and jurisdiction in East Baton Rouge Parish, State of Louisiana and expressly waive any right that they have to object to venue or jurisdiction in East Baton Rouge Parish, State of Louisiana.
(viii) All notices and other communications as may be or are required by this Agreement shall be in written form, and if by hard copy shall be forwarded by United States Postal Service Certified Mail, Return Receipt Requested, United States Postal Service Overnight Delivery, or Federal Express, postage prepaid, and addressed to the parties as follows:
PO Box 83523
Baton Rouge, LA, 70884
If you require any more information or have any questions about our Terms of Service Agreement, please feel free to contact us by email at Contact Us.