Master Services Agreement

Updated March 14, 2018

PandaDoc, Inc.

This Master Services Agreement (“Agreement”) is made and entered into by and between PandaDoc, Inc., a Delaware corporation (“PandaDoc”), and the company that has executed a Proposal (hereinafter “Customer”) with PandaDoc and this Agreement shall govern the Services provided by PandaDoc for the Customer as referenced herein and in such Proposal.

BY EXECUTING A PROPOSAL, CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE DATE SET FORTH IN THE PROPOSAL. IF CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER’S LEGAL ENTITY, CUSTOMER REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY.  IF CUSTOMER DOES NOT AGREE WITH THIS AGREEMENT, CUSTOMER MUST NOT EXECUTE THE PROPOSAL.

In consideration of the mutual agreements below, and intending to be legally bound, the parties agree:

1. Services

1.1. The following terms and conditions govern all 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 limited storage services for documents and electronic contracts (collectively, the “Website Services”).  If applicable, PandaDoc shall perform the professional services set forth in the applicable Proposal (“Professional Services”). 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, duly executed proposals under this Agreement (“Proposal”).  Neither party will have any obligation with respect to any draft Proposal unless and until it is executed by both parties. 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.

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 and to its authorized users who have been provided logins to use the Services (“Users”) a limited, personal, non-exclusive, non-transferable license to access and/or use the Services during the term set forth in the applicable Proposal for internal use in accordance with the terms and conditions set forth herein, in the Proposal and any documentation provided by PandaDoc as it relates to the Services and is not for resale or further distribution, unless otherwise agreed to by the parties in writing, (the “Subscription”).  This Subscription is limited to the number of Users, Subscription term, and other terms and conditions, set forth herein and in the applicable Proposal. Except as otherwise explicitly provided herein, or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize any third party to: (i) use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, or transfer any Service, any portion thereof, or any of Customer’s rights thereto; (ii) merge any Services or any portion thereof with any other program or materials; (iii) 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; (iv) adapt, translate, localize, port, or otherwise modify any Services or any other compiled software provided or made available by PandaDoc hereunder; (v) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in 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; (vi) rent, lease or sublicense access to any of the Services; (vii) circumvent or disable any security or technological features or measures of the Services, (viii) use the Services in a manner that overburdens, or threatens the integrity, performance or availability of the Services; and/or (ix) 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 customers.  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 (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity and/or (iii) causes damage or injury to any person or property.  “Virus” shall mean 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 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 immediately of any unauthorized use of Customer’s account and/or any other known breach of security.

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 (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.

2. Users

Customer and its Users are responsible for maintaining the security of their accounts, and each are fully responsible for all activities that occur under their accounts.  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 Customer 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 id’s for the Services to different individual Users, as reasonable and necessary, from time to time. Customer is responsible for the management and administration of any logons and user id’s (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 logons, user id’s 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 id’s and passwords. Customer shall promptly report to PandaDoc any breach of confidentiality with respect to such logons, user id’s, 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 parties other than Customer and its authorized employees and agents. PandaDoc reserves the right to refuse use and/or access of such Services by any individual party other than Customer and its authorized employees and agents. Customer shall be liable for all acts and/or omissions of its employees and agents that access and/or use the Service.

3. User Content

3.1 The content that Customer and/or its Users upload to the Website Services, including without limitation document layouts, source code, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, opinions, ideas, personalization settings and other information and/or content, is defined collectively as “User Content” and Customer shall be liable for the accuracy, quality, integrity and legality of such User Content and of the means by which its Users access and use the User Content.  Customer hereby grants PandaDoc a worldwide, non-exclusive right and license to reproduce, distribute and display the User Content as necessary to provide the Services, and allows PandaDoc to use its name and logo for PandaDoc’s marketing purposes. Customer represents and warrants that Customer owns all User Content or that Customer has permission from the rightful owner to use each of the elements of User Content; and that Customer has all rights necessary for PandaDoc to use the User Content in connection with the Services. Customer and its licensors retain title, all ownership rights, and all IP (as defined in Article 4), in and to the User Content and reserves all rights not expressly granted to PandaDoc hereunder.  Notwithstanding anything herein to the contrary, PandaDoc may collect aggregated, anonymized data that cannot identify any person and that is derived from and/or created through the use of the Services by Customer and/or its Users.

3.2 Customer agrees that it will not upload any User Content that: (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens and/or incites violence towards any individual and/or group; (iii) is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability; (iv) is spam, is machine-generated or randomly-generated, constitutes unauthorized and/or unsolicited advertising, chain letters, any other form of unauthorized solicitation, and/or any form of lottery and/or gambling; (v) contains and/or installs any viruses, worms, malware, Trojan horses, and/or other content that is designed and/or intended to disrupt, damage and/or limit the functioning of any software, hardware and/or telecommunications equipment and/or to damage or obtain unauthorized access to any data and/or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights; (vii) impersonates any person and/or entity, including any of PandaDoc’s employees and/or representatives; and/or (viii) violates the privacy of any third party.

3.3 PandaDoc cannot and does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content. However, PandaDoc may, but shall not be obliged to, review, either by manual or automated means, all User Content which is or may be uploaded on this site, and monitor and/or review any areas of this site where Users transmit and/or post communications and/or communicate with each other and/or PandaDoc (as applicable). PandaDoc retains the right (but disclaims any obligation) to reject, not post, not use, remove, amend, deny access to and/or delete any User Content, without notification, which breaches this Agreement. PandaDoc retains the right to co-operate with any law enforcement authorities, or in response to court and other official requests directing that PandaDoc disclose the identity of anyone posting User Content.

3.4   Customer acknowledges and agrees that PandaDoc utilizes third-party service providers to host and provide the Services and stored User Data and the protection of such User Data will be in accordance with that third party’s safeguards for the protection of the security, confidentiality and integrity of the User’s Data.  Customer is responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection and backup of any User Data. PandaDoc is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, User Data and/or other information that Customer and/or its Users submits and/or uses in connection with the Services (including without limitation as a result of Customer errors, acts or omissions).

4. Ownership

PandaDoc retains rights, title, interest and ownership of, and all IP and proprietary rights with respect to the Services, and any other materials provided or made available to Customer by PandaDoc hereunder.  “IP” means all intellectual property including without limitation all patents, inventions, trademarks, service marks, trade names and trade dress, copyrights and copyrightable works, trade secrets, know-how, design rights and database rights.  Except for the rights expressly granted to Customer in this Agreement, all such Services and other materials that are provided or made available, all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of PandaDoc and its respective licensors (and to the extent any rights of ownership in any such materials, works and/or rights might, for any reason, otherwise vest in Customer, Customer hereby assigns such ownership rights to PandaDoc).

5. Disclaimer of Liability

5.1 PandaDoc is under no obligation to become involved in any dispute between Customer and any other user related to the Website Services.

5.2 PandaDoc disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity and/or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy and/or otherwise.

5.3 PandaDoc disclaims all liability for unauthorized use (by other users) of User Content, and disclaims (without limitation) all liability for use of User Content which infringes any copyright, trademark rights and/or other intellectual property rights of any other user and/or person.

5.4 You are solely responsible for any damage resulting from use (or submission) of any User Content to the Website Services (including disputes and incidents described in the preceding sections) and related transactions or occurrences. PandaDoc shall have no responsibility for unauthorized access to your account, or automatic forwarding of messages and/or viruses (caused by viruses or otherwise).

6. Fees

6.1. In consideration of the performance of the Services, Customer agrees to pay PandaDoc the fees set forth in the applicable Proposal in accordance with the terms and conditions set forth in the applicable Proposal.  All fees, expenses and taxes due hereunder will be paid in U.S. dollars. All fees due and payable by Customer to PandaDoc under this Agreement must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.  All fees due and payable under this Agreement are exclusive of taxes, which will be added at the prevailing rate from time to time. Customer will indemnify and hold harmless PandaDoc for all taxes imposed which may be attributable to the Services.

6.2. Customer shall pay PandaDoc for the fees due hereunder via check or credit card.  If Customer elects to pay via credit card, fees shall be deducted from a credit card account designed by Customer.  In such event, Customer authorizes PandaDoc to automatically charge the credit card account for the fees (plus applicable sales tax) in advance or as otherwise agreed to by the parties in writing without any further authorization from Customer.  Customer acknowledges that the authorization will remain in effect until Customer cancels such authorization by providing written notice to PandaDoc. If Customer’s credit card account on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Customer shall immediately update Customer’s credit card account or supply a new payment account, as appropriate.  If Customer is unable to update its credit card account with appropriate information, then PandaDoc will send an invoice to Customer detailing the amount due. Customer must pay the amount due in full within seven (7) days after the date of the invoice. Customer agrees to notify PandaDoc in writing of any changes to Customer’s account information or termination of its authorization at least thirty (30) days prior to the next billing date. In the event payment dates fall on a weekend or holiday, Customer understands that the payments may be executed on the next business day.

6.3. PandaDoc may, without liability to Customer, disable the password, account and access to all or part of the Services if any Fees are not paid within forty-five (45) days of such fees first becoming due and payable under this Agreement. In the event of the foregoing, PandaDoc shall not be obligated to provide any or all of the Services until such fees are paid in full.

6.4. Dispute Process.

6.4.1 If Customer has a bona fide dispute in relation to any portion of the fees invoiced, Customer must pay all invoiced fees and shall provide notice to PandaDoc in writing within thirty (30) days from the date of the invoice.  Such notice shall set forth the details surrounding the dispute. The parties shall discuss the disputed fees within five (5) calendar days of the date of the notice. In the event the dispute is not resolved within such time period, then either party may at any time thereafter submit such dispute to arbitration as described herein.

6.4.2. When the dispute is resolved, (a) if a payment is owed to PandaDoc, such payment shall be made within five (5) calendar days of the resolution of such dispute or (b) if an amount is owed to Customer, PandaDoc, in its sole discretion, shall either (i) credit such amount to Customer’s account within twenty (20) calendar days of the resolution of such dispute (or within such other timeframe as mutually agreed upon by the parties in writing), or (ii) apply a pro-rated credit amount to Customer’s account for the remainder of the then-current term.

6.4.3. For avoidance of doubt, all negotiations pursuant to this Section 6d shall be treated as confidential compromise and settlement negotiations.  Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable shall be disclosed to any third party nor offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation.

6.4.4. Customer waives the right to dispute any fees not disputed within five (5) calendar days after the date of the applicable invoice.

7. Disclaimer of Warranties and Limitation of Liability

7.1. CUSTOMER’S USE OF THE SERVICES AND ANY DELIVERABLES IS AT ITS SOLE RISK. THE SERVICES, MATERIALS AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PANDADOC AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PANDADOC DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR DELIVERABLES. ANY MATERIAL THAT CUSTOMER AND/OR ITS USERS ACCESS AND/OR OBTAINS THROUGH THE SERVICES IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTERS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICES. PANDADOC DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES AND DELIVERABLES WILL BE AVAILABLE WITHOUT INTERRUPTION OR TOTALLY ERROR-FREE, OR THAT ALL DEFECTS (INCLUDING, BUT NOT LIMITED TO, MINOR OR COSMETIC DEFECTS THAT DO NOT SIGNIFICANTLY AND ADVERSELY AFFECT FUNCTIONALITY OR FEATURES) WILL BE CORRECTED.  SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

7.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND/OR ANY PROPOSAL, PANDADOC AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PANDADOC HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM USE OF THE SERVICES AND/OR DELIVERABLES. UNDER NO CIRCUMSTANCES WILL PANDADOC OR ITS SUPPLIERS AND LICENSORS TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO PANDADOC IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.  THIS SECTION IS FUNDAMENTAL AND THE SPECIFIC REQUIREMENTS HEREIN SHALL BE CONSIDERED THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND PANDADOC, AND PANDADOC WOULD NOT BE ABLE TO PROVIDE THE SERVICES OR PERFORM ITS OBLIGATIONS SET FORTH HEREIN WITHOUT CUSTOMER’S AGREEMENT TO SUCH TERMS.

8. Indemnity

Customer will indemnify, defend and hold PandaDoc, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from and against any costs, damages, expenses, losses, damages, demands and expenses, including reasonable attorney fees, and liabilities arising out of, and/or relating to, any claim (“Claim”) arising out of or related to (i) Customer’s acts and/or omissions, (ii) Customer’s use of the Services, and/or (iii) PandaDoc’s use of the User Content constitutes infringement, violation, trespass, contravention or breach in the United States of any patent, copyright, trademark, license or other property and/or proprietary right of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party.  PandaDoc may reasonably participate in such defense, at its sole expense.

9. Term and Termination

9.1. Agreement Term.  The term of this Agreement shall commence on the last date the first Proposal is signed by the parties hereunder and continue thereafter until terminated in accordance with the terms and conditions set forth herein.

9.2. Proposal Term.  The term of the applicable Proposal shall commence on the last date the applicable Proposal is signed by the parties and continue thereafter until terminated in accordance with the terms and conditions set forth therein or herein or until the term of the Subscription expires, whichever is earlier.

9.3. Termination for Breach.  If a party materially breaches this Agreement and/or any Proposal (the “Defaulting Party”), and the Defaulting Party does not cure such breach within thirty (30) calendar days after its receipt of written notice of material breach, the non-defaulting party may terminate this Agreement and/or the Proposal upon written notice to the Defaulting Party.  Termination of Proposal and/or this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.

9.4. Termination for Insolvency.  Either party may terminate this Agreement and/or Proposal in the event the other party becomes Insolvent.  For purposes of this Section 9d., “Insolvent” or “Insolvency” shall mean a party that makes an assignment for the benefit of creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to administer its affairs or otherwise take control of its assets or business operations, becomes a debtor in a voluntary proceeding under any chapter of the United States Bankruptcy Code or any law or statutory scheme relating to insolvency, reorganization or liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed against a party and is not dismissed within ninety (90) calendar days thereafter.

9.5. Termination for Dissolution.  Either party may terminate this Agreement and/or Proposal effective immediately upon written notice to the other party if the other party ceases to do business, or otherwise terminates its business operations without a successor.

9.6. Termination for Convenience.  Either party may terminate this Agreement at any time upon thirty (30) calendar days prior written notice to the other party; provided that PandaDoc is not providing any Services to Customer pursuant to a Proposal.

9.7. Upon termination, Customer will pay all outstanding fees, charges and expenses owed through the term of this Agreement and/or the applicable Proposal as if such Agreement and/or Proposal had not been terminated.  For the avoidance of doubt, any pre-paid fees are non-refundable.

10. Confidentiality

10.1. “Confidential Information” means any non-public data, information and other materials regarding the products, software, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary.  Without limiting the foregoing, the Software and any performance data, benchmark results, and technical information relating thereto, the Documentation, PandaDoc’s pricing information and the terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential Information of PandaDoc. The party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the party receiving Confidential Information shall be referred to herein as the “Receiving Party.”

10.2. Notwithstanding the foregoing, Confidential Information shall not include information which:

10.2.1. is already or becomes known to the Receiving Party (defined below) prior to disclosure by the Disclosing Party or independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality;

10.2.2. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

10.2.3. is rightfully obtained by the Receiving Party without breach of this Agreement and/or from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or

10.2.4. was lawfully and demonstrably in the possession of the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.3. The Receiving Party agrees not to use or disclose the Confidential Information, and may disclose the Confidential Information only as necessary and appropriate to perform its obligations hereunder and to receive the benefit of the Services in accordance with this Agreement to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Agreement.  The Receiving Party will cause such Representatives to comply with this Agreement and will assume full responsibility for any failure to comply with the terms of this Agreement. The Receiving Party will not transfer or disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent and without such third party having a contractual obligation (consistent with this Article 10) to keep such Confidential Information confidential. The Receiving Party will not use any Confidential Information for any purpose other than to perform its obligations under this Agreement.  The Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care.

10.4. If the Receiving Party is requested or required to disclose any of the Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (a “Legal Requirement”), the Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.  If the Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and the Receiving Party is legally compelled to disclose such Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.

10.5. The parties agree that ownership of any IP in any materials owned by the other party shall remain with that party, and nothing in this Agreement shall imply that any right or license in respect of such IP is being granted to the other party.

10.6. Upon termination or expiration of the Proposal and/or this Agreement or upon the Disclosing Party’s written request, the Receiving Party will return to the Disclosing Party all copies of Confidential Information already in the Receiving Party’s possession or within its control.  Alternatively, with Disclosing Party’s prior written consent, the Receiving Party may destroy such Confidential Information; provided that the Confidential Information is (i) destroyed in accordance with applicable law, rule or regulation and (ii) is rendered unreadable, undecipherable and otherwise incapable of reconstruction, in which case an officer of the Receiving Party will certify in writing to the Disclosing Party that all such Confidential Information has been so destroyed.  The obligations with respect to Confidential Information, as set forth in this Article 10, shall continue in force and effect for a period of five (5) years after termination or expiration of this Agreement or, with respect to such portions of such Confidential Information that constitute trade secrets under applicable law, for so long as such trade secret status is maintained.

10.7. Each party acknowledges that a breach of this Article 10 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party 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. The terms of this Article 10 shall survive the expiration or termination of this Agreement.

11. Miscellaneous

11.1. Each Proposal and any amendments thereto may be executed in counterparts and will not be effective or enforceable unless and until it is executed with the signature of an authorized representative of each party.  This Agreement and each Proposal constitutes the entire agreement between PandaDoc and Customer concerning the subject matter hereof. All attached exhibits and Proposals are incorporated into and made a part of this Agreement.  Any prior agreements or representations, either written or oral, relating to the subject matter of this Agreement are of no force or effect. Notwithstanding anything herein to the contrary, PandaDoc may, at any time, for any reason, in its sole and absolute discretion make changes to this Agreement and any changes to this Agreement will become effective upon Customer’s execution of a new or additional Proposal in which the new terms of this Agreement will be incorporated.

11.2. Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Website Services will be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

11.3. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

11.4. Customer may not assign its rights under this Agreement to any other party without PandaDoc’s express written consent; PandaDoc may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties’ successors and permitted assigns.

11.5. The parties agree that a material breach of this Agreement adversely affecting PandaDoc’s intellectual property rights in the Website Services or its Confidential Information may cause irreparable injury to PandaDoc for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

11.6. Part of the Services may involve the making of contracts, or other legal relations. PandaDoc is not offering legal representation or advice. PandaDoc does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. PandaDoc is not involved in agreements between you and other users.

11.7. It is understood and agreed that the relationship of PandaDoc to Customer is and shall continue to be that of an independent contractor and neither PandaDoc nor any of PandaDoc’s employees shall be entitled to receive Customer employee benefits.  Nothing in this Agreement will be construed to create an agency or employment relationship between Customer and PandaDoc for any purpose or create obligations of such party to third parties. As an independent contractor, PandaDoc agrees to be responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to compensation paid by Customer.

11.8. All notices required under this Agreement shall be in writing and sent to the addresses and persons set forth in the Proposal, or to such other addresses as may be designated by a party in writing.  All notices shall be deemed received when (i) delivered personally; (ii) sent by confirmed telex or facsimile (followed by the actual document); or (iii) one (1) day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt.

11.9. PandaDoc will have no obligation with respect to any draft Proposal unless and until it is executed by PandaDoc.  Except as otherwise provided herein, if any of the terms or conditions of this Agreement conflict with any of the terms or conditions of any Proposal, the terms or conditions of such Proposal will control solely with respect to the Services covered under such Proposal.

11.10. Any provision of this Agreement and Proposal which, by its nature, would survive termination of this Agreement and Proposal will survive any such termination of this Agreement and/or Proposal.

11.11. All rights granted to Customer herein are personal to the Customer and Customer may not assign, delegate, or otherwise transfer this Agreement or any of the Customer’s rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of PandaDoc, which consent shall be in PandaDoc’s sole discretion.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.12. Notwithstanding any other provision of this Agreement and/or any Proposal to the contrary, neither party is liable for any failure to perform, or delay in performing, any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders or rebellions (“Force Majeure Event”).  In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. Either party may terminate this Agreement and the applicable Proposals by giving the other party written notice if the other party fails to perform those obligations for three (3) continuous months due to such Force Majeure Event. This Section does not apply to Article 10, or any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event.

11.13. Customer agrees not to disclose the identity of PandaDoc or any of their directors, officers, managers, employees, consultants or agents as a service provider of Customer or the existence or nature of this Agreement.

11.14. Customer acknowledges and agrees that the Services provided by PandaDoc are not exclusive to Customer and that PandaDoc may provide such Services to other entities.

11.15. The headings and titles of the Sections of this Agreement are not part of this Agreement, but are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.