Last updated on May 05, 2024
SAFE Document Service Terms
Introduction
These SAFE Document Service Terms form a part of, and are incorporated into our Terms of Use, and are considered an additional part of the Legal Terms. These SAFE Document Service Terms apply to you, if you use the SAFE Document Service. Any capitalized terms that are used but not defined herein have the meaning set forth in the Terms of Use.
Definitions
a. “AI Output” means the data output generated by AI Services.
b. “AI Services” means any feature, functionality, product, or service made available by us (including any SAFE Document Service(s)) which utilizes machine learning or artificial intelligence technology, including any of the same labeled or otherwise identified as AI-powered in SAFE Document Services or applicable Documentation.
c. “Analytics Data” means any data, output (including AI Output), insights, or other information comprising, generated or derived from: (i) your and Authorized Users’ use of the SAFE Document Services; and (ii) your data, in each case in de-identified form.
d. “Authorized User” means an individual natural person, whether an employee, business partner, contractor, or agent of a you, who is registered or permitted by you to use the SAFE Document Services pursuant to these SAFE Document Service Terms and up to any maximum number of users or uses specified at the time of signup (where relevant).
e. “Documentation” means any and all written materials, user manuals, and other documentation and materials supplied by us and related to the SAFE Document Services, excluding any software code or other information customarily subject to a commercial license, that we provide regarding the SAFE Document Services. Documentation includes without limitation our then-current technical and functional documentation for the SAFE Document Services.
f. "eDocument" refers to a contract, notice, disclosure, or other record or document generated using or deposited into the SAFE Document Service for processing.
g. “SAFE Document Service” means our on-demand SAFE document platform, which provides document creation, upload, sharing, delivery, electronic signature, and storage services for eDocuments via the Internet, including Simple Agreement for Future Equity (“SAFE”) documents. The SAFE Document Service is considered part of the Services.
h. “Signer” means a person designated by an Authorized User to access and/or take action upon the eDocuments sent to such individual via SAFE Document Service.
i. “System” refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by us or our agents to make the SAFE Document Service available.
j. “Transaction Data” means the metadata associated with an Envelope (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses, and signature IDs) that we may use to generate and maintain the digital audit trail required by SAFE Document Service.
Terms Specific to SAFE Document Services
a. Right to Use SAFE Document Services. Subject to these SAFE Document Service Terms, we will provide the SAFE Document Services to you in accordance with your subscription plan, and we grant you a limited non-exclusive, non-transferable right and license during the term, solely for your internal business purposes and in accordance with the Documentation, to: (a) use the SAFE Document Services; (b) implement, configure, and, through your Account Administrator(s), permit your Authorized Users to access and use the SAFE Document Services up to any applicable limits or maximums; and (c) access and use the Documentation.
i. Authorized Users. Authorized Users must be identified by a unique email address and user name and two or more natural persons may not use the SAFE Document Services as the same Authorized User. If the Authorized User is not your employee, use of the SAFE Document Services will be allowed only if the user is under confidentiality and other obligations with you at least as restrictive as those in the Legal Terms, and is accessing or using the SAFE Document Services solely to support your internal business purposes.
ii. Account Administrator. You may assign and expressly authorize an Authorized User(s) as your agent to manage your Account, and management of your Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). You may appoint an employee, agent or a third-party business partner or contractor to act as your Account Administrator(s) and may change your designation at any time through your Account or by contacting customer support.
b. Additional Limitations: Our provision of SAFE Document Service is conditioned on your acknowledgement of and agreement to the following:
i. SAFE Document Service facilitates the completion and/or execution of eDocuments between the parties to those eDocuments. Nothing in this Service Schedule may be construed to make us a party to any eDocument processed through SAFE Document Service, and we make no representation or warranty regarding the transactions sought to be affected by any eDocument;
ii. Between us and you, you have exclusive control over and responsibility for the content, quality, and format of any eDocument;
iii. Certain types of agreements and documents may be excepted from electronic signature laws or may be subject to specific laws or regulations regarding electronic signatures and electronic records. We are not responsible or liable to determine whether any particular eDocument is: (a) subject to an exception to applicable electronic signature laws; (b) subject to any particular agency promulgations; or (c) can be legally formed by electronic signatures;
iv. We are not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Nor, are we responsible for or liable to produce any of your eDocuments or other documents to any third parties;
v. We do not and are not responsible for: (i) furnishing or obtaining any consents that are or may be required by any rule, law, or regulatory requirement or determining if any such consents have been withdrawn; (iii) providing any information or disclosures in connection with any attempt to obtain any such consents; (iv) providing legal review of, or update or correction of any information or disclosures currently or previously given; (v) providing any such copies or access, except as expressly provided in the Documentation for any transactions; or (vi) complying with any such special rules or legal/regulatory requirements; and
viii. You agree you are solely responsible for the accuracy and appropriateness of instructions given by you and your personnel to us in relation to the SAFE Document Services, including without limitation instructions through your Account as made by the assigned Account Administrator.
c. eDocument Storage And Deletion
i. Sending, Storage. During the Term, we will send and store eDocuments as requested by you via the SAFE Document Service. However, we may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of SAFE Document Service. You, through your Account Administrator(s), may request retrieval of copies of your eDocuments for storage outside of the System at any time during your subscription term when your Account is in good financial standing.
ii. Uncompleted eDocuments. We may, at our sole discretion, delete uncompleted eDocuments from the System immediately and without notice upon the earlier of: (a) expiration of sixty (60) days; or (b) expiration of the Subscription Term. We assume no liability or responsibility for a party’s failure or inability to electronically sign any eDocuments within such a period of time.
iii. Deletion. We may delete an Account and your data, including without limitation eDocuments (whether complete or not), upon the expiration of the subscription term or termination as described in the Legal Terms. In addition, we may delete eDocument(s) in your Account at your explicit direction and such deletion may also result in the deletion of such eDocument(s) from a Signer Account. Signer hereby acknowledges that any eDocument(s) sent by another party to Signer may be deleted from the Signer’s SAFE Document Service Account when such sending party initiates a purge of such eDocument(s) from the sending you(s) Account. Signer acknowledges and hereby agrees that Signer is solely responsible for maintaining, if desired, backup copies of your eDocuments (including backup copies stored outside of SAFE Document Service) and further agrees that we are not responsible for: a) storing eDocuments in a Signer Account after a sending party Account purges such eDocuments; or b) maintaining backup storage of eDocuments on behalf of Signer.
iv. Retention of Transaction Data. We may retain Transaction Data for as long as it has a business purpose (which if required under applicable law, is covered by a legal basis) to do so.
v. Usage Data. With respect to these SAFE Document Service Terms, Usage Data may include, without limitation, any data models created, extrapolated, derived from, adapted, enhanced, or developed by us using you data and your and/or your Authorized User’s use of the SAFE Document Services, and any underlying data architecture, including, without limitation, the data infrastructure, schema, rules, components, specifications, methods or processes and components that dictate how data interacts and is organized, calculated or translated from various sources into one or more meaningfully defined data models and related security protocols as integrated and applies at each stage of data processing. Without limitation of any term in the SAFE Document Service Terms, we may analyze your data and your usage patterns using techniques such as machine learning in order to improve and develop our current and future products, services, methods, and processes. Any output from such machine learning techniques, including the resultant machine learning models, is deemed Usage Data that is owned by us. We retain all right, title, and interest in and to the Usage Data, and any unauthorized use of Usage Data is strictly prohibited.
d. Permission to Use Analytics Data; AI Output.
i. As between the parties, you own AI Output (to the extent protectable under intellectual property law) (i) subject to our and/or licensors underlying ownership of SAFE Document Services, AI Services, AI models, training data (excluding you data), Analytics Data, AI training tools, AI Output formats, and other technology used or provided by us as part of or in connection with AI Services, and all intellectual property rights therein, including but not limited to updates, enhancements and modifications thereto (“Our AI Technology”), which we and/or our licensors solely and exclusively own; and (ii) provided that you may use AI Output solely for your internal business purposes subject to the restriction set forth in the Legal Terms. You are not authorized to use (and will not permit any third party to use) AI Services, Our AI Technology, or any portion thereof except as expressly authorized by this SAFE Document Service Term and the Legal Terms.
ii. Due to the nature of machine learning, AI Output may not be unique and AI Services may generate the same or similar output to AI Output for us, you, or a third party. You understand and agree that similar or the same output to AI Output may be delivered to other users, and such output requested by and generated for other users is not considered AI Output or your data. AI Services may in some situations produce output (including AI Output) that is inaccurate, incorrect or otherwise undesirable. You will evaluate the content, nature and accuracy of any output from the SAFE Document Service, including AI Output, as appropriate for your applicable use case, including by using human review of such output.
iii. Notwithstanding anything to the contrary in the SAFE Document Service Terms, we may (i) use AI Output to provide SAFE Document Services to you, and (ii) generate and process Analytics Data to improve SAFE Document Services, including for artificial intelligence and machine learning purposes. You agree that we may collect, store and use Analytics Data in providing the SAFE Document Services, supporting your use of the SAFE Document Services, improving our products and services, and as part of our business operations. If made available to you, you may use Analytics Data only for your internal business purposes in connection with your use of the SAFE Document Services and subject to the usage restrictions set forth in these SAFE Document Service Terms. This Section (Permission to Use Analytics Data Use; AI Output) will survive termination or expiration.
e. Free Trial and Special Offers for SAFE Document Services.
i. If you register for a free trial, promotional offer, or other type of limited offer for use of SAFE Document Services (“Free Trial”), you may be presented with additional terms and conditions when registering for such Free Trial, and any additional terms and conditions are hereby incorporated into these SAFE Document Service Terms by reference and are legally binding. This Section (Free Trial and Special Offers for SAFE Document Services) supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.
ii. To the fullest extent permitted under applicable laws, we reserve the right to reduce the term of a trial period or end it altogether without prior notice.
iii. The version of the SAFE Document Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CUSTOMER ENTERS INTO THE SAFE DOCUMENT SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL MAY BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO SAFE DOCUMENT SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS, OR ARRANGES WITH US FOR EXPORT, SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
Conclusion
We’ve included many of these terms to legally protect ourselves, but if you have an issue, always feel free to email us at support@agree.xyz and we’ll do our best to resolve it in a fair and timely fashion.
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