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Application terms and conditions for PandaDoc’s affiliate program

Updated: February 11, 2022

Thank you for your interest in applying to PandaDoc’s affiliate program! PandaDoc, Inc. (“PandaDoc”, “we”, “our”, and “us”) offers products and services (collectively, the “Services”) on its website at www.pandadoc.com (“Website”) and affiliate desires to become part of PandaDoc’s affiliate program to market and promote such Services to potential customers.  

If you do not agree with terms and conditions set forth herein, you shall not submit an application to PandaDoc. The terms and conditions set forth herein shall become effective on the date you click and agree to such terms and conditions and submit the application and shall continue in effect until either (i) the date the PandaDoc rejects the application or (ii) if PandaDoc approves the application, then the date you enter into the separate agreement for the applicable affiliate program terms of service with PandaDoc in relation to the applicable affiliate program.

YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH HEREIN BY SUBMITTING AN APPLICATION AND/OR EXERCISING OR PURPORTING TO EXERCISE ANY OF THE RIGHTS GRANTED TO YOU HEREUNDER. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, THE PRIVACY NOTICE LOCATED AT HTTPS://WWW.PANDADOC.COM/PRIVACY-NOTICE/, (“PRIVACY NOTICE”), AS WELL AS ALL OTHER APPLICABLE RULES OR POLICIES, TERMS AND CONDITIONS OR AGREEMENTS THAT ARE OR MAY BE ESTABLISHED BY PANDADOC FROM TIME TO TIME RELATED TO THE APPLICATION PROCESS, AND THE FOREGOING SHALL BE INCORPORATED HEREIN BY REFERENCE. YOU REPRESENT THE INDIVIDUAL AGREEING TO THE TERMS AND CONDITIONS SET FORTH HEREIN ON BEHALF OF THE LEGAL ENTITY HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND PRIVACY NOTICE, YOU SHALL NOT SUBMIT AN APPLICATION AND/OR OTHERWISE USE THE WEBSITE.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PANDADOC WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. 

1. Description of application process

In the event you are desire to have the opportunity to become part of PandaDoc’s affiliate program, you are required to submit an application to PandaDoc. Upon review of your application, PandaDoc will either accept or reject the application in its sole and absolute discretion. If PandaDoc rejects the application, PandaDoc will notify you and the relationship between PandaDoc and you shall be terminated upon such notice. If PandaDoc approves the application, PandaDoc will notify you and you will be required to enter into an agreement related to the affiliate program, and such agreement will govern the relationship between you and the PandaDoc from such date forward. You consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with the Privacy Notice.

2. Communications from PandaDoc

When you submit an application to PandaDoc, you are communicating with us electronically, and consent to receive communications from us electronically. We will communicate with you by posting notices on the Website or by email. You may continue to receive electronic communications from PandaDoc (which may include without limitation promotional and advertising material and information about PandaDoc) unless or until you elect to opt-out of receiving such communications and notify PandaDoc at legal@pandadoc.com that you no longer desire to receive communications from us. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

3. Your content

During the application process, you may submit content and information (collectively, “Your Content”). You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Your Content. You are solely responsible for ensuring Your Content and any and all communications regarding Your Content provided to us through the application process shall meet any and all applicable laws and regulatory and compliance guidelines. You hereby grant PandaDoc and our affiliates and security providers (and each of their and our respective licensees, successors, and assigns) a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use reproduce, modify, perform, display, distribute, and otherwise disclose to third parties Your Content for any purpose. You assume all risks associated with Your Content. You represent and warrant that you own and/or have the necessary rights to use, authorize the use or and grant the rights set forth herein related to Your Content. You acknowledge and agree that we may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Please carefully choose Your Content. You agree to indemnify, defend and hold PandaDoc harmless for any disputes and/or claims concerning Your Content. Notwithstanding anything herein to the contrary, PandaDoc does not endorse any of Your Content in any way. You acknowledge and agree that You have no expectation of privacy with regard to any of Your Content. PandaDoc may reject, refuse to post and/or delete Your Content, in its sole and absolute discretion, without liability, take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including without limitation if we believe that Your Content violates the terms and conditions set forth herein, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website, or the public, or could create liability for PandaDoc. Notwithstanding anything herein to the contrary, PandaDoc is not obligated to take any action not required by law. If you become aware of misuse of the PandaDoc IP by any person, please contact us at legal@pandadoc.com.     

4. Ownership

PandaDoc Services and all intellectual property related thereto (“IP”) is owned by PandaDoc, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary right laws. Any redistribution or reproduction of part or all of PandaDoc IP, including but not limited to text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, trade dress, logos, slogans, and/or proprietary technology currently used or which may be developed and/or used in the future in any form is prohibited. As between the parties, PandaDoc and/or its licensors are the sole owner of: (i) the PandaDoc IP; (ii) any data or metadata created, aggregated, or generated by access to and/or use of the Website and (iii) all of its source code, object code, software, content, copyrights, trademarks, patents, improvements, enhancements, derivatives, and any other intellectual property rights related to (i) and (ii) or included therein. Subject to the limited rights expressly granted hereunder, PandaDoc and/or its third party licensors reserve all right, title and interest in and to the PandaDoc IP, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein and any use by you that is not in accordance with the terms and conditions set forth herein shall be deemed to be a breach. The PandaDoc IP may be modified, updated, suspended and/or discontinued at any time as determined by PandaDoc in its sole and absolute discretion and without notice and/or liability and you acknowledge and agree that you are aware of this and any risks related thereto. PandaDoc retains the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the PandaDoc IP to anyone at any time and for any reason. 

Right to deny access to website and at your risk. While we use reasonable efforts to keep the Website accessible, it may be unavailable from time to time. You understand and agree that there may be interruptions to the Website due to circumstances within PandaDoc’s control (i.e.: routine maintenance) and outside of PandaDoc’s control. You acknowledge and agree that the use of the Website is at your own risk. The Website may be modified, updated, suspended and/or discontinued at any time as determined by PandaDoc in its sole and absolute discretion and without notice and/or liability and you acknowledge and agree that you are aware of this and any risks related thereto. 

Prohibited use and conditions. Any access to and/or use of the PandaDoc IP other than as specifically authorized herein, without PandaDoc’s prior written consent, is strictly prohibited. Without limiting the foregoing, you are responsible for your actions while using the PandaDoc IP, and you shall not use the PandaDoc IP in any manner that violates applicable law, contract, intellectual property or other third-party rights.

You shall not: 

Furthermore, PandaDoc grants you the rights set forth herein, subject to the following conditions:

You agree not to reproduce, modify, distribute, create derivative works from, publicly display, publicly perform, republish, download, transmit, store, license, sell and/or re-sell any PandaDoc IP (including without limitation content, software, products and/or information obtained from and/or accessed through the Website) without the express written permission of PandaDoc.  

PandaDoc shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted to PandaDoc except as otherwise expressly specified herein and/or the Privacy Notice and/or as otherwise required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available by PandaDoc without the prior written consent of PandaDoc is strictly prohibited. PandaDoc may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the PandaDoc IP. PandaDoc has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS PANDADOC AND ITS AFFILIATES, SUBSIDIARIES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PANDADOC DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER PANDADOC OR LAW ENFORCEMENT AUTHORITIES.

Trademarks. The PandaDoc’s names, logos, product and service names, designs, and slogans are trademarks of PandaDoc or its affiliates or licensors. You must not use such marks without the prior written permission of PandaDoc.

5. Reliance on information posted

The information presented on or through the Website is made available solely for general information purposes. PandaDoc does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. PandaDoc disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties and/or for any third party acts and/or omissions.

6. Confidential information and feedback

You will keep all proprietary information related to the business of PandaDoc and any of its affiliates, users and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with your application and use of the Website (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations hereunder. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with the application; provided that you assume full responsibility for any failure to comply with the terms and conditions set forth herein. You acknowledge that a breach of the obligations related to Confidential Information may result in irreparable and continuing damage to PandaDoc for which monetary damages may not be sufficient, and you agree that PandaDoc will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.

If you choose to submit any questions, comments, ideas, suggestions, inventions, or other information (“Feedback”) to PandaDoc, such Feedback will become the sole property of PandaDoc and considered Confidential Information. PandaDoc will be able to use any Feedback for any purpose including the developing, creating and/or marketing of products or services and you acknowledge PandaDoc will give no credit or compensation to you and you have no rights to the same. PandaDoc has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion. 

7. Third party content, linked sites, third party products   

Third party content. PandaDoc may provide access to content provided by third parties (“Third party content”). The third party from whom or which any such Third Party Content originates is solely responsible for it and PandaDoc assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, PandaDoc does not control or endorse such Third Party Content and has no liability of any kind to you or any third party for any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, not necessarily those of PandaDoc. 

Linked sites. As stipulated herein, PandaDoc does not exert any control over any other users, businesses submitting requests for proposals and/or any other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party. PandaDoc may, from time to time, include hyperlinks (“Link(s)”) to other websites operated and maintained by third parties. Such Links are provided for reference and convenience only. PandaDoc does not control and is not responsible for the contents, availability, or policies of any website or application accessed via a Link. PandaDoc has made no attempt to verify any information contained in any such Links. Furthermore, PandaDoc is not a party to or responsible for any access, use or transactions you may engage in with third parties, even if you learn of such parties from PandaDoc. If you click on Links, you do so at your own risk and you acknowledge and agree that PandaDoc is not liable for any claims and/or damaged related thereto. We encourage you to be aware when leaving the Website and to read the terms and conditions and privacy notice of each Link that is visited. PandaDoc reserves the right to terminate any Link at any time in its sole and absolute discretion. PandaDoc disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Links. 

Third party products. There may be third-party products, services, software, and/or social networks (collectively “Third party products”) integrated into the Website and/or used to provide the affiliate programs. Please be aware that PandaDoc is not affiliated with any Third Party Products or the companies or providers that own or control such Third Party Products. You agree to release PandaDoc and such third party providers from any liability related to your use of any Third Party Products or any costs or charges related to such Third Party Products. In order to use any Third Party Products, you may be required to agree to that company’s terms and conditions and/or privacy notice. You agree to comply with the foregoing when using the Website, engaging in the application process and/or engaging in an affiliate program. Where you decide to use such Third Party Products, PandaDoc is not a party to any contracts created between you and the provider of such Third Party Product. PandaDoc is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any Third Party Products.

8. Termination

PandaDoc reserves the right, in its sole and absolute discretion, to block you or terminate your access to the Website or any portion thereof at any time, without notice, without liability, and for any reason including without limitation if PandaDoc suspects, in its sole and absolute discretion, that you (by information, investigation, conviction, settlement or otherwise) have violated any of the terms and conditions set forth herein, the Privacy Notice, any other policies provided by PandaDoc, or if you engage (or we suspect you have engaged) in an improper or fraudulent manner in connection with your access to and/or use of the Website. In the event you misuse the Website by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, PandaDoc will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately, without liability. In such event, PandaDoc retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.

If we terminate your account or block you from the Website, you may not access and/or use the Website and you shall not submit an application under a new account unless formally invited by PandaDoc. If you commit fraud and/or falsify information in connection with your use of the Website, you shall be liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Website.

If you violate the terms and conditions set forth herein, we may block you from the Website, and you are prohibited from using the Website. Upon termination, the provisions herein that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. 

9. Eligibility

You must be at least eighteen (18) years of age or older to submit an application. By submitting an application, you represent and warrant that you are at least eighteen (18) years of age. No one under the age of eighteen (18) may submit an application or provide any information on the Website or to us. The ‘Children’s Online Privacy Protection Act’ requires that companies obtain verifiable parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). PandaDoc does not knowingly collect or solicit information from children under the age of thirteen (13). If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information. If you think someone under the age of thirteen (13) has provided us with personal information, please contact us at legal@pandadoc.com.

10. Errors, inaccuracies and omissions         

Occasionally there may be information in the PandaDoc IP (including without limitation the Website) that contain typographical errors, inaccuracies, and/or omissions. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes.

9. Copyright complaints

We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and remove and discontinue service to repeat offenders. Should you believe anything on the Website infringes on any copyright that you own or the copyright of others, you may notify the copyright agent (“Copyright Agent”) at PandaDoc, Attn: Opt-Out Arbitration, 101 California Street, Suite 3975, San Francisco, CA 94111 with a copy to legal@pandadoc.com. We will respond to clear notices of copyright infringement when you provide the following information: (i) signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) description of the copyrighted work that is claimed to be infringed upon; (iii) description of where the material that is claimed to be infringed upon is located on the Website; (iv) information reasonably sufficient to permit contact (i.e.: an address, telephone number, and an e-mail address at which the complaining party may be contacted); (v) statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) statement by the complaining party, made under penalty of perjury, that complaining party is authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed. 

The Copyright Agent will not remove content from the Website in response to phone or email notifications regarding allegedly infringing content, since a valid ‘DMCA’ notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Website. All other inquiries directed to the Copyright Agent will not be responded to. 

12. Indemnification     

You agree to indemnify, defend and hold PandaDoc and its affiliates, partners, officers, directors, employees, representatives and agents, harmless from and against any and all claims, demands, proceedings, actions, costs, liabilities, losses, awards, fees, damages of any kind, expenses (including without limitation attorney’s fees) arising out of and/or in relation to: (i) your use, misuse and/or abuse of the Website; (ii) Your Content (including without limitation claims related to intellectual property infringement); (iii) your failure to access and/or use the Website in accordance with the terms and conditions set forth herein and Privacy Notice; (iv) your violation of any law and/or the rights of a third party; (v) fraud you commit and/or your intentional misconduct and/or negligence; and/or (vi) your relationship with the business you are providing security services to and any acts and/or omissions related thereto.  

13. Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE PANDADOC IP AND OTHER INFORMATION GIVEN BY PANDADOC TO YOU ARE PROVIDED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, EXCEPT AS EXPRESSLY SET FORTH HEREIN. PANDADOC, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY PROVIDERS, SUPPLIERS, RETAILERS AND VENDORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. PANDADOC, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, SUPPLIERS, AND VENDORS DO NOT REPRESENT AND/OR WARRANT THAT ACCESS TO THE WEBSITE AND/OR OTHER PANDADOC INFORMATION WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE, AND/OR LOSS AND/OR SECURITY BREACH OF TRANSMITTED INFORMATION, AND/OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO AND/OR USE OF THE WEBSITE AND/OR OTHER PANDADOC INFORMATION. PANDADOC ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT. YOU UNDERSTAND THAT PANDADOC CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT INFORMATION AVAILABLE FOR DOWNLOAD FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM PANDADOC OR THROUGH YOUR ACCESS TO AND/OR USE OF THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. TO THE FULLEST EXTENT PROVIDED BY LAW, PANDADOC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR INFORMATION OBTAINED THROUGH THE WEBSITE OR RELATED TO YOUR DOWNLOADING OF ANY INFORMATION POSTED ON THE WEBSITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Limitation of liability    

YOUR ACCESS TO AND/OR USE OF THE WEBSITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PANDADOC, ITS AFFILIATES AND ITS SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS, PARTNERS, SUPPLIERS, AND VENDORS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES ARISING OUT OF AND/OR RELATED TO YOUR ACCESS TO AND/OR USE OF THE PANDADOC IP (INCLUDING WITHOUT LIMITATION THE WEBSITE), YOUR INABILITY TO ACCESS THE WEBSITE AND/OR INFORMATION AND/OR LINKS ON THE WEBSITE, INCLUDING WITHOUT LIMITATION THOSE DAMAGES RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL AND/OR EQUITABLE THEORY, EVEN IF PANDADOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. PANDADOC’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS SHALL IN NO EVENT EXCEED FIFTY DOLLARS (US$50.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU IN SUCH LIMITED CIRCUMSTANCE. IN SUCH STATES, PANDADOC’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU HEREBY AGREE TO RELEASE PANDADOC, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND THIRD-PARTY SERVICE PROVIDERS, PARTNERS, SUPPLIERS, AND VENDORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this Section.

15. Dispute resolution

Disputes. We want to address your concerns without filing a formal legal case. Before filing a claim against PandaDoc, you agree to try to resolve the dispute informally by sending a letter to us describing your claim to: PandaDoc, 101 California Street, Suite 3975, San Francisco, CA 94111 with a copy to legal@pandadoc.com. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within sixty (60) days after submission (or within a time period as otherwise agreed to by both parties), you and/or PandaDoc agree to resolve any claims related to the terms and conditions set forth herein and the application process through final and binding arbitration. Any and all controversies, disputes, demand, counts, claims, or causes of action (collectively “Actions”) between you and PandaDoc or PandaDoc employees, directors, officers, agents, successors, or assigns, shall exclusively be settled through binding and confidential arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ or for any claims that you or PandaDoc may take claims to small claims court if the dispute qualifies for hearing by such a court. In all cases, any Actions must be commenced within one (1) year after the cause of action arises. 

Opt-out. You can opt-out and decline this agreement to arbitrate by contacting PandaDoc within thirty (30) days from the date that you first became subject to this arbitration provision. You must write us at PandaDoc, 101 California Street, Suite 3975, San Francisco, CA 94111 with a copy to legal@pandadoc.com. If you opt out, neither you nor PandaDoc can require the other to participate in an arbitration proceeding. 

Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules in effect at the time the proceedings begin. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You and PandaDoc must abide by these rules: (a) the arbitration shall be conducted on an individual basis and not in a class, consolidated or representative action and the arbitrator shall not award class-wide relief; (b) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (c) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law. With the exception of subpart (a) in the paragraph above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in the paragraph above is found invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.  

Exceptions to agreement to arbitrate. Either you and/or PandaDoc may assert claims, if they qualify, in small claims court in Chicago, Illinois. PandaDoc may bring a lawsuit for injunctive relief to stop unauthorized use and/or abuse of the PandaDoc IP, breach of Confidential Information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein. 

Waiver. There is no judge or jury in arbitration and arbitration procedures are simpler and more limited than rules applicable in court. YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, APART FROM THE NARROW EXCEPTIONS ABOVE, PANDADOC AND YOU ARE EACH WAIVING ITS RESPECTIVE RIGHTS TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. 

16. California users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about PandaDoc must be sent to legal@pandadoc.com. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

17. Governing law

The terms and conditions set forth herein shall be governed by, construed, and enforced in accordance with the substantive laws of the State of California, without regard to its conflict of laws principles. Any action related to or arising from this Agreement that is an exception to the arbitration process described herein shall take place exclusively in the courts situated in San Francisco, California and the parties hereby submit to the venue of the courts situated therein. 

18. Miscellaneous

PandaDoc may update the terms and conditions related to the application and process in its sole and absolute discretion, at any time, in whole or in part, by posting the updated terms and condition on the Website. You may not assign your rights and/or obligations hereunder to any other party without our prior written consent. We may assign our rights and/or obligations hereunder to any other party at our discretion. If any provision and/or term herein shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. If an applicable law is in conflict with any part of the terms and conditions set forth herein, such terms and conditions will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or PandaDoc of any breach and/or default and/or failure to exercise any right allowed hereunder is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights hereunder. The terms and conditions set forth herein and the Privacy Notice constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.

19. CONTACT US

If you would like to request additional information about PandaDoc, please contact us at affiliates@pandadoc.com.