In addition to the Agreement, the following additional terms and conditions apply to Customer’s use of the Web Service that is made the subject of a Professional Services Order Form with LeaseTeam. The Web Service is accessible to Customer via the Customer Licensed LeaseTeam Software on the SLA Services.
1. ADDITIONAL DEFINITIONS
“Administrative Users” means those employees or agents of Customer whom Customer authorizes to obtain from LeaseTeam a user name and password to access and use Command Center.
“Command Center” means that separate Web Service interface which contains the following functionality: Post-closing Transaction management by Customer of Transactions in the eVault; View, edit, search and print a copy of Transactions; Certified Print®, Paper Out® and delete; and transfer control/ownership of Transactions.
“eOriginal” means the subcontractor engaged by LeaseTeam to allow LeaseTeam to make available the Web Service to Customer.
“End Users” means those employees or agents of Customer, and those third party natural persons, to whom Customer provides a user name and password, or other access codes, to access and use SmartSign Web.
“eVault” means the electronic vault provided as part of the Web Service, consisting of the following functionality: Vault user authentication, session management and access control; Transaction creation, deposit, viewing and retrieval; Electronic signature capture and digital certificate binding into Adobe PDF documents; converting electronic contracts in Transactions into transferable records, as such term is defined in statutes or laws such as the Uniform Commercial Code, and transfer of control/ownership of Transactions and documents therein and vault-to-vault transfers.
“Service Standards” means those service level standards with regard to performance of the Web Service described at https://www.wolterskluwer.com/en/solutions/eoriginal/service-level-addendum, as updated from time to time.
“SmartSign Web” means that separate Web Service interface enabling Customer and End Users to prepare and/or execute Transactions.
“Technical Contacts” means those Administrative Users trained by eOriginal on features of Command Center and designated by Customer as Customer’s sole contact persons for purposes of obtaining Web Service support and administration services from LeaseTeam.
“Transaction” means one or more documents and/or agreements which evidence an action or a set of actions occurring (i) between two or more persons conducting business, commercial and/or governmental affairs and (ii) where Customer is a party to at least one such agreement or document.
“User(s)” refers individually and collectively to Administrative Users and End Users.
“User’s Guide” means, collectively, the documentation relating to the use, functionality and features of the Web Service, in any medium, which is separately provided to Customer and made available to Users on the Web Service, each as may be updated by from time to time.
2. UPGRADES AND SUPPORT
The Web Service shall also include, at no additional charge, all enhancements, upgrades, new versions and other improvements to the above features and functionality. LeaseTeam shall also provide to Customer through its Technical Contacts ongoing telephone and electronic mail Web Service support and administration services as more fully described herein and in the Service Standards. LeaseTeam is expressly authorized by Customer to rely upon any and all instructions, whether in written, electronic or oral form, given by any of Customer’s Technical Contacts. LeaseTeam will provide new release notices and training, if required, prior to the release of each new version of the Web Service.
3. USER NAMES AND PASSWORDS
Once the Web Service is provisioned, LeaseTeam will cause eOriginal to provide Administrative Users with such access codes and training as they may need to access the Web Service. Customer may terminate any User’s use of and access to the Web Service at any time and for any reason. LeaseTeam is not responsible for loss, misuse or other negligence concerning usernames, passwords or access codes in the possession, custody or control of any User. In the event of material default of the User’s Guide or these Terms and Conditions by any User: (i) promptly upon becoming aware of such default, a party shall notify the other party of the identity of the User in breach and the nature of the breach; (ii) Customer shall promptly take such action as reasonably necessary to end, remedy and protect against future occurrences of, such default; (iii) LeaseTeam shall cause eOriginal to terminate access to the Web Service by such User, and LeaseTeam shall have no liability to Customer for such termination nor shall such termination effect a breach of this Agreement. LeaseTeam also reserves the right, without terminating these Terms and Conditions or the Agreement, and without liability to Customer, to cause eOriginal to deactivate or suspend access to the Web Service by Customer or any User if continued use presents a threat to the security of the other users of the Web Service.
4. USERS GUIDE
Customer acknowledges that, to make effective use of the Web Service, Customer and each User shall be required to comply with the provisions of the User’s Guide including, but not limited to the computer software and hardware requirements set forth therein. LeaseTeam reserves the right, in its sole discretion, to modify the User’s Guide. All such modifications shall be made available to Customer in accordance with the Service Standards.
LeaseTeam warrants that the Web Service shall be provided and maintained in accordance with the Service Standards and these Terms and Conditions during the term of the Order Form; provided however that the exclusions described below shall apply (the “As Documented Warranty”). The As Documented Warranty shall not apply, and LeaseTeam shall not be responsible to repairing errors or problems in the Web Service software or otherwise providing support services, in the following circumstances: (i) to the extent caused by, or is contributed to by use of the Web Service by Customer or any User other than in accordance with the User’s Guide or these Terms and Conditions; (ii) to the extent caused by, or is contributed to by, Customer or any User; (iii) to the extent caused by unauthorized Web Service software modifications; (iv) if caused by software other than the Web Service software, or by malfunction of software or hardware not provided by LeaseTeam; (v) to the extent covered by force majeure; (vi) if caused by communications or power failures not within the exclusive control of LeaseTeam; or (vii) if caused by misuse, negligence, willful misconduct, tampering or like events by Customer, Users or any third party under the control or direction of Customer or any User. All services provided by LeaseTeam to address issues identified above which are not the responsibility of LeaseTeam shall be billed to, and paid by, Customer, and all travel made by LeaseTeam to resolve the problem shall be reimbursed by Customer at cost.
LEASETEAM DOES NOT WARRANT THAT THE OPERATION OF THE WEB SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS, THE WEB SERVICE IS PROVIDED “AS IS” WITHOUT FURTHER WARRANTY OF ANY KIND, AND ALL EXPRESS AND IMPLIED WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. SHOULD ANY COMPONENT OF THE WEB SERVICE FAIL TO MEET THE FOREGOING WARRANTIES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH FAILURE, AND LEASETEAM’S SOLE OBLIGATION, SHALL BE, AT LEASETEAM’S OPTION, TO BRING THE PERFORMANCE OF THE WEB SERVICE INTO SUBSTANTIAL COMPLIANCE WITH SUCH WARRANTIES OR TO REPLACE THE DEFECTIVE COMPONENT WITH A FUNCTIONALLY EQUIVALENT COMPONENT.
Subject to the terms of these Terms and Conditions, the Order Form, and the Agreement, LeaseTeam grants to Customer, and Customer accepts, a non-transferable and non-exclusive license to: (i) allow Administrative Users to access and use the Web Service via Command Center using authorized user names and passwords solely in connection with (a) the administration of Transactions on behalf of Customer and (b) the provision of Web Service support services to other Users; (ii) allow End Users to access and use the Web Service via the Customer Licensed LeaseTeam Software using authorized user names and passwords solely in connection with Transactions; and (iii) use, disclose, display, copy and reproduce the User’s Guide solely in connection with the rights granted in subparts (i) and (ii) above. The licenses granted herein do not grant Customer or any User any right to sublicense, distribute, transfer or transmit the Web Service or any portion thereof.
8. CUSTOMER WARRANTIES
Except as expressly permitted in this Agreement, Customer shall not, and shall not permit any User to: (i) attempt, knowingly permit or encourage any person or entity to copy, translate, decompile, decipher, disassemble, reverse engineer or otherwise decrypt or in any other manner discover the source code of all or any portion of the Web Service software; (ii) alter, modify, adapt or create derivative works of, or market, sell, distribute or transfer in any way, such software or the User’s Guide, or any portion thereof, in any way; or (iii) use external programs to alter, edit or append records to the data files or other information maintained within the Web Service. Customer warrants and covenants that it shall, and it shall require that all Users: (a) use the Web Service in compliance with the User’s Guide, these Terms and Conditions, and all applicable federal and state laws, rules and regulations, including all applicable export laws; and (b) not post, or provide for posting, on the Web Service any material that infringes the trademarks, copyrights or other intellectual property rights of third parties, or that violates a right of privacy or constitutes defamation.
9. PROPRIETARY RIGHTS; SUBCONTRACTOR
LeaseTeam has engaged eOriginal as its subcontractor to allow LeaseTeam to make available the Web Service to Customer. eOriginal is intended by LeaseTeam and Customer as a third party beneficiary of these Terms and Conditions, the Order Form, and the Agreement, with the right to enforce these Terms and Conditions. These Terms and Conditions may not be modified or amended except with the express consent of eOriginal. The Web Service and all components thereof, including without limitation, Command Center, the eVault and the User’s Guide, and the patents and other intellectual property rights related thereto, and any upgrades, modifications, adaptations, derivative works and enhancements to such materials, shall be and remain the property and Confidential Information of eOriginal and/or its applicable third party vendors; provided however that eOriginal shall not acquire through these Terms and Conditions any ownership interest in Customer’s data, Customer’s Transactions or Confidential Information. Customer and Users shall have no right, title or interest in any such materials, except to the extent of the license granted hereunder, and all such rights not expressly granted herein are reserved to eOriginal.
10.1 FOR BREACH. Either party may terminate these Terms and Conditions and the related Order Form for material breach by the other party by providing thirty (30) days prior written notice of the nature of the breach, and these Terms and Conditions and the Order Form shall terminate if the breach remains uncured at the end of such thirty day period.
10.2 FOR NON-RENEWAL. Either party may elect not to renew the Order Form and these Terms and Conditions by providing to the other party written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then-current term.
10.3 WINDING DOWN. Upon any termination of the Order Form other than due to a breach which compromises the integrity of the Web Service or failure to pay fees, Customer may elect in writing prior to the effective date of termination to extend the termination date and continue using the Web Service for a period not longer than sixty (60) days from the original termination date (the “Winding Down Period”). If such election is made, Customer may use the Web Service solely for purposes of exporting Transactions from the Web Service and obtaining the remaining signatures on Transactions already opened and created on the Web Service. In no event shall Customer use the Winding Down Period for purposes of creating new Transactions or appending the first signature to a Transaction. If Customer elects to wind down in accordance with this Subsection, these Terms and Conditions, the Order Form, and all licenses and rights to use of and access to the Web Service, shall automatically terminate at the end of the Winding Down Period and the provisions of Subsection 10.5 shall apply. If Customer is current in payment of all fees due to LeaseTeam, upon a termination of the Order Form, Customer may elect to continue to receive the Web Service by entering into a separate written agreement directly with eOriginal on the same payment terms.
10.4 IF NO WINDING DOWN. If the Order Form is terminated for a breach which compromises the integrity of the Web Service or failure to pay fees, then Customer shall not be entitled to elect the benefit of the Winding Down Period. Upon any such termination of the Order Form, all licenses and rights to use of and access to the Web Service shall automatically terminate and the provisions of Subsection 10.5 shall apply.
10.5 CONSEQUENCES OF TERMINATION. Upon termination of the Order Form, LeaseTeam shall remain entitled to receive payment of all fees incurred up to and including the effective date of termination, and Customer shall return to LeaseTeam all components of the Web Service, specifically including the Web Service software and the User’s Guide (if in the custody, control or possession of Customer). At LeaseTeam’s request, Customer shall deliver to LeaseTeam its written certification of its compliance with this Subsection. Additionally, provided that Customer pays the fee for export of the Transactions in the Web Service vault (Fee = # of Transactions in eVault times Paper Out® Fee) and remits payment in full of all fees, if any, owed for the Web Service prior to such termination, LeaseTeam will export from the eVault all such Customer’s Transactions remaining therein in either electronic or hardcopy, paper format, as elected by Customer. In the event that Customer fails to pay LeaseTeam’s fee for exporting all remaining Transactions in the eVault within sixty (60) days of the date of LeaseTeam’s notice of the amount of such fee, LeaseTeam may destroy all such Transactions, at its election, subsequent to thirty (30) days written notice to Customer.
Customer acknowledges and agrees that all information provided by LeaseTeam in the performance of the Web Service, including and not limited to all software and the User’s Guide, shall be protected by Customer under Section 8 of the Service Level Agreement as LeaseTeam Confidential Information and, upon any termination of these Terms and Conditions, shall be returned by Customer to LeaseTeam, or destroyed, at LeaseTeam’s request.
The Web Service shall bear certain marks, trademarks, or logos (collectively, the “Marks”). Customer acknowledges that the Marks displayed on the Web Service are trademarks of LeaseTeam or its applicable subcontractors, and that these Terms and Conditions grants to Customer no proprietary rights in, or any right to modify or alter, any such Marks.
13. INDEMNIFICATION BY CUSTOMER
Customer shall indemnify, defend and hold LeaseTeam harmless from and against all damages, losses and expenses that arise from any third party claim that Customer or any User failed to comply with the terms of these Terms and Conditions or otherwise fail to use the Web Service in accordance with the terms and conditions of the User’s Guide and/or these Terms and Conditions.
14. INDEMNIFICATION BY LEASETEAM
LeaseTeam shall indemnify, defend and hold Customer harmless from and against all damages, losses and expenses that arise from any third party claim that any portion of the Web Service infringes or violates any third party intellectual property rights; provided that, upon receipt of written notice of such claim, LeaseTeam will have the option, in LeaseTeam’s sole discretion, to: (i) promptly replace the Web Service with software or a system that is non-infringing, (ii) promptly modify the Web Service to make it non-infringing or obtain a license from the objecting third party, or (iii) in the event reasonable attempts at Section (i) and (ii) fail, terminate these Terms and Conditions and all access to the Web Service by Customer and all its Users. The remedies in this Section 14 shall be Customer’s sole and exclusive remedies in the event of an infringement claim with respect to the Web Service.
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Confidential and Proprietary