Licensing Terms and Conditions
1. Definitions
1.1. Agreement. “Agreement” means this document.
1.2. Permitted Use. “Permitted Use” means accessing and using the Services for personal or business use for any lawful purpose not in violation of this Agreement.
1.3. You; Your. “You” and “Your” mean the person or persons subscribing to the Services.
1.4. Services. “Services” means the software, online applications, and storage made available to You by Us.
1.5. Subscription Fee. “Subscription Fee” means the payment You make to Us and We accept from You as full consideration to access the Service for the Term.
1.6. Subscription Order. “Subscription Order” means the online shopping cart used to process Your request and payment for Services.
1.7. Term. “Term” means the period of time We accept a Subscription Fee from You to access the Services.
1.8. We; Us; Our. “We, “Us,” and “Our” mean Crimson Cardinal LLC, its employees, members, officers, directors, agents, partners, vendors, and any person or entity providing services on behalf of Crimson Cardinal LLC.
2. Grant of License.
We grant You a non-exclusive, worldwide, personal, non-transferable, terminable license to access and use the Services for Permitted Use during the Term.
3. Ownership.
3.1. As between You and Us, You are to sole owner of the information You provide to the Services. We have no rights, title, or interest in Your information. At the end of the Term, You must remove Your information from the Services. We reserve the right to delete Your information after Your Term ends.
3.2. As between You and Us, We are the sole owners of the software, online applications, and storage made available to You. You have no rights, title, or interest in the software, online applications, or storage. We may modify the Services as We see fit at Our sole discretion without prior notice to You.
4. Terms of Use.
4.1. You may use the Services for any lawful personal or business purpose except as specified in section 4.2 below.
4.2. You may not use the Services for any of the following activities:
4.2.1. Any activity in violation of state, local, or federal law including but not limited to the Telephone Consumer Protection Act, CAN-SPAM Act, federal laws against child pornography including 18 U.S.C. Sections 2251, 2251A, 2252, 2252A, and 22650, privacy laws;
4.2.2. Any activity that displays or promotes pornographic material;
4.2.3. Any activity that disparages or makes untruthful statements about any person or entity including but not limited to government entities, political persons or organizations, religious organizations, and business competitors; or
4.2.4 Any unsolicited communication to any member of the Crimson eContracts community.
4.2.5 Electronic Signature Usage. You may use the electronic signature application only to the extent permitted by Us and by Our vendor who provides such services. Notwithstanding anything in this Agreement to the contrary, You shall only use the electronic signature service for normal customary usage and at Our sole discretion. If We find that You are using the electronic signature service in excess, We reserve the right to curtain or cancel Your access to the electronic signature service.
5. Default and Breach.
5.1. If You fail to make immediate payment upon Our reasonable request or You materially breach the terms and conditions of the Agreement, We, in Our sole discretion, may immediately terminate the Services and restrict or terminate Your access to Your information.
5.2. If We receive a bona fide written notice from any state, local, or federal government agency requesting or demanding access to Your information, upon instructions from Our legal counsel, We will send You an electronic email message informing You of the government’s request. If permitted, We will give You twenty-four (24) hours to present to Us a temporary restraining order or other equitable relief issued by a court of competent jurisdiction to prevent or delay the government’s request or demand. If We do not receive such order, We will permit the government to access Your information.
6. Privacy
6.1. All information You provide to the Services is confidential and proprietary. We will take commercially reasonable efforts to protect Your privacy but in not case provide protection less than a reasonable person would protect his own proprietary information.
7. Representations and Warranties
7.1. You represent to Us that -
7.1.1. You have all rights and permissions to provide Your information to the Services;
7.1.2. You have all licenses required to conduct business in the state You operate in;
7.1.3. You will not transmit or store any health-related or financial-related personally identifiable information or sensitive personal information;
7.1.4. You are of legal age to execute this Agreement and to license the Services;
7.1.5. You are not legally incompetent; and
7.1.6. You freely enter into this Agreement and the license to the Services.
7.2. We represent to You that -
7.2.1. We have all the rights and permissions to provide the Services;
7.2.2. We are lawfully organized to conduct business in the state in which We operate; and
7.2.3. We have the right to enter into this Agreement.
7.3. We warrant to You that -
7.3.1. The Services will primarily work as intended but is not without fault;
7.3.2. We will take commercially reasonable efforts to make the Services promptly available to You; and
7.3.3. We will take commercially reasonable efforts to keep the software and online applications updated against security vulnerabilities.
8. Indemnification and Limitation of Liability.
8.1. Each party shall defend, indemnify, and hold the other party harmless from and against all claims, liabilities, losses, damages, costs, and expenses (including without limitation costs related to investigations, responding to government audits or subpoenas, and reasonable attorneys’ fees) arising directly or indirectly out of: (a) fraud, intentional misconduct, and omission or negligence; (b) any intellectual property infringement actions (including patent, trademark, service mark, copyright, trade dress, trade secret and other proprietary rights) brought by a third party; (c) the violation of any applicable laws or regulations; and (d) the breach of any representation or warranty in this Agreement.
8.2. EXCEPT FOR THE INDEMNIFICATION IN SECTION 8.1 ABOVE, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE CUMULATIVE LIABILITY OF EACH PARTY FOR ALL LOSS AND DAMAGE WHATSOEVER AND HOWSOEVER ARISING RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THE APPLICABLE SERVICE GIVING RISE TO THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS WHETHER YOUR REMEDIES HAVE FAILED THEIR ESSENTIAL PURPOSE.
9. Notice.
9.1. All notices and other communications between the parties which must or may be given pursuant to this Agreement will be deemed to have been sufficiently given when (a) to You, sent to Your email address registered with Us at the time notice is given, and (b) to Us, delivered by personal service or sent by registered mail, express delivery service or facsimile, to:
Crimson Cardinal LLC
Attention: Legal Department
6409 Fayetteville Road, Suite 120-181
Durham, North Carolina 27713
10. Choice of Law and Jurisdiction.
10.1. The laws of the state of North Carolina govern this Agreement, excluding its conflicts of laws provisions.
10.2. If either party institutes any legal action, then the state for such legal action and all counterclaims to such action will be the State of North Carolina, and the forum will be the state and federal courts situated in the State of North Carolina in Durham County or the nearest state or federal court to Durham County. You and We consent to the personal jurisdiction of the state and federal courts located in the State of North Carolina.
11. Entire Agreement
11.1. This Agreement constitutes the entire Agreement between You and Us related to the Services in this Agreement. This Agreement cannot be amended, except in writing signed by You and Us. This Agreement and the Subscription Order contain the entire understanding between You and Us with respect to the Services and this Agreement and supersede any prior written or oral communications between You and Us. All prior understanding between You and Us are merged into this Agreement.