This Master Services Agreement (“Agreement”) is made and entered into by and between PandaDoc, Inc, a Delaware Corporation, with an address at 3739 Balboa St. #1083, San Francisco, CA 94121 (“PandaDoc”), and you, the Customer, (“Customer” or “you”) in connection with the subscription of PandaDoc’s products and/or services.In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, and intending to be legally bound, the parties agree as follows:
1.1 The following terms and conditions govern all access and use of PandaDoc’s website and all content, services and products available at or through the website, including, but not limited to, electronic signature services, online uploads, display, delivery, acknowledgment, and storage services for documents and electronic contracts (collectively, the “Website Services”). PandaDoc shall perform the professional services set forth in any duly executed Proposal (“Professional Services”), as applicable. The Website Services and Professional Services shall collectively be referred to herein as the “Services”.
1.2 Customer is engaging PandaDoc to provide the Services as described in the relevant proposal(s) under this Agreement (each, a “Proposal”) and/or as further described herein. The Customer explicitly indicates and accepts that the Services are for professional use only and that this is a business transaction to which consumer rules do not apply. Neither party will have any obligation with respect to any draft Proposal unless and until it is fully executed (signed by both parties). PandaDoc makes no promises or representations whatsoever as to the amount of business Customer can expect at any time under this Agreement or an applicable Proposal. Except as otherwise provided herein, if any of the terms and/or conditions of this Agreement conflict with any of the terms and/or conditions of any Proposal, the terms and/or conditions of such Proposal will control solely with respect to the Services covered under such Proposal, unless the Proposal explicitly states that it is intended to modify the conflicting terms of this Agreement.
1.3 Subject to Customer purchasing the right to access and/or use the Services and using such Services in accordance with the terms and conditions set forth herein and in the applicable Proposal, PandaDoc grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable license to access and/or use the Services by the quantity of Users (and/or up to the number of Users) during the term set forth in the applicable Proposal for internal use in accordance with said Proposal(s), the terms and conditions set forth herein, and any documentation provided by PandaDoc as it relates to the Services (the “Documentation”). Holistically, this shall be referred to as the ‘Subscription,” and said Subscription is not for resale or further distribution, unless otherwise agreed to by the parties in writing. “Users” means Customer’s employees, representatives, consultants, contractors, partners, or agents who are authorized by Customer to access and use the Services. The Subscription is limited to the number of Users as set forth in the applicable Proposal for the Subscription term. Except as otherwise explicitly provided herein or in any Proposal, or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize any User or third party to: (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services, or reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Services or any other compiled software provided or made available by PandaDoc hereunder; (ii) copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form and/or by any means use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, sell, distribute, assign, rent, lease, or transfer any Services, any portion thereof, or any of Customer’s rights thereto; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using PandaDoc’s name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any materials provided or made available by PandaDoc hereunder, or fail to reproduce any such notice or legend on any copy made of any such materials; (viii) intentionally hold PandaDoc and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (ix) promote and/or provide information about illegal activities and/or harm and/or injury to any group, individual, institution and/or property; (x) take any action that materially interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with, the Service, PandaDoc’s business operations or other customer; (xi) run any form of auto-responder and/or “spam” on the Services or use the Services to otherwise send “spam” to any third-party; (xii) use the Services in any unlawful way or for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; (xiii) circumvent or disable any security or technological features or measures of the Services; and/or (xiv) use the Services to conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or unsolicited e-mail or multi-level marketing campaigns. Any rights not expressly granted herein are reserved by PandaDoc.
1.4 Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Services that adversely affects the system such as, without limitation (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity; (iii) causes damage or injury to any person or property; and/or (iv) is in violation of the terms and conditions of this Agreement. “Virus” means any thing or device (including without limitation any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise) and/or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.5 Customer shall ensure that its network and systems comply with the relevant specifications provided by PandaDoc from time to time and shall provide PandaDoc with information as may be required by PandaDoc in order to render the Services. Customer is responsible for obtaining, maintaining, and supporting all Internet access, computer hardware, and other equipment and services needed for it to access and/or use the Services. The Customer will determine the access controls for its authorized Users and will be responsible for activity occurring under Customer’s account, including without limitation compliance with this Agreement. Customer agrees to use commercially reasonable efforts to prevent unauthorized access to, and/or use of the Services and notify PandaDoc in writing promptly, but no later than forty-eight (48) hours, of any unauthorized use of Customer’s account and/or any other known breach of security. Customer agrees to receive marketing materials or other documentation from PandaDoc.
1.6 Notwithstanding anything herein to the contrary, PandaDoc reserves the right, without liability to the Customer, to disable or suspend the Customer’s access to the Services in the event: (i) of any breach or anticipated breach of this Section 1; (ii) Customer or its Users use of the Services disrupts or poses a security risk to the Services or any other customer, may harm PandaDoc’s systems, or any provider of any third-party services, or may subject PandaDoc or any third-party to liability; (iii) Customer or its authorized Users are using the Services for fraudulent or illegal activities; or (iv) PandaDoc’s continued provision of any of the Services to the Customer is prohibited by applicable law.
Customer and its Users are responsible for maintaining the security of their accounts, and Customer is fully responsible for all activities, damage and/or misconduct that occur under their account and by their Users. Customer represents and warrants that its Users of the Services will abide by the terms and conditions of this Agreement and Customer acknowledges and agrees that it shall be fully responsible for any User’s breach of this Agreement. To obtain access to the Services, Customer shall provide each User of the Services a unique user ID. When registering a User, each User must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. Only the User associated with a particular user ID may use that user ID to access or use the Services. Customer may deactivate and reallocate logons or user IDs for the Services to different individual Users, as reasonable and necessary, from time to time. Customer is responsible for the management and administration of user IDs (and any associated passwords and access privileges) to or for the use of the Services, in accordance with this Agreement and subject to the approval of PandaDoc. Customer shall strictly maintain the confidentiality of all such user IDs and passwords, and Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use or disclosure of such logons, user IDs and passwords. Customer shall promptly report to PandaDoc any breach of confidentiality with respect to such user IDs, passwords, or the Service, or any other problem with the Service, of which Customer becomes aware. In no event shall Customer allow the Services to be accessed or used by a third-party other than Customer and its authorized Users. PandaDoc reserves the right to refuse use and/or access of such Services by any individual party other than Customer and its authorized Users. Customer shall be liable for all acts and/or omissions of its Users that access and/or use the Service.