THE NETWORK PLACE, LLC
Terms and Conditions

1. General

The Network Place LLC, doing business as DocPlace (“DocPlace,” “we,” “us,” or “our”), is a privately-funded New York limited liability company that provides Internet-based document storage and management services that are available at our website, www.docplace.io (“Site”).

Use of the Site and access to our services, customer software, and online data (“Services”) are covered by these terms and conditions of service (“Terms”).

Please read these Terms carefully before starting to use our Services. Once accepted, the Terms form a legally binding contract (“Contract”) between the subscriber of the Services (“Customer” or “you”) and DocPlace.

Please also read carefully our Privacy Notice, which explains how your information is collected, used, shared and disclosed as well as what are your rights as a data subject. The Privacy Notice also includes our Cookie Policy.

By using our Services (including by registering for an account, by clicking the “submit,” “accept,” or “continue” buttons, or by signing or otherwise indicating the acceptance of these Terms), you represent and warrant as follows:

You are agreeing to be bound to the Terms.

You at least 18 years old.

You have read, and you agree to the processing your personal data as described in, our Privacy Notice,

If you are using our Services on behalf of an organization, you are agreeing on the Terms on behalf of that organization and warrant that you are authorized to bind yourself and the represented organization.

Please note that, to the maximum extent permitted by applicable law, we provide only limited warranties and limit our liability as provided in Sections 12 and 13 of these Terms.

2. Registration and User Accounts

To use our Services, you are required to create a user account with DocPlace (“User Account”) by completing and submitting a registration form on our Site. You must provide current, complete and accurate information about yourself as prompted by the registration form and update this information as needed to keep it current, complete and accurate.

Our Services allow you to create a User Account corresponding to your e-mail address. After creating a User Account, you can create as many subaccounts as you may need and to share access and usage of these accounts to other users of DocPlace (such as your employees who have a valid User Account). In that case, your User Account shall serve as a main account (“Main Account”), and any accounts you have created under your User Account shall serve as a

subaccount (“Subaccount”). You shall be the manager of all Subaccounts that you have created. You as a Main Account owner are fully responsible for all activities made under Subaccounts and are liable for any damages arising from such activities, whether you have authorized them. All fees in connection with Subaccounts shall be paid by the Main Account owner and billed accordingly.

Please note that if your employer or any other party has created a User Account for you, that party has the right to access, read and share content stored on your account, as well as the right to manage your account, to change your password, to change or close your account, to look at your account’s usage data, and to grant other users the right to do the same. You as a Subaccount user shall be responsible to obey these Terms and all lawful rules, procedures and instructions that may arise from your relations with the Main Account owner.

3. Account Security

Please safeguard your Account password or any other identification mean and ensure that you exit from your Account at the end of each session.

You are solely responsible for maintaining the confidentiality of the password and the Account.

Also, you are fully responsible for all activities that occur under your password or Account, whether you authorized that activity. You yourself are responsible for taking any other measures to additionally secure your Account, its content and transmission of your data (e.g., encrypting your data and using secure encrypted connection to communicate with the Services).

You should notify us immediately of any unauthorized use of your password or Account or any other breach of security that is known or suspected by you.

We take no liability for any loss or damage arising from any unauthorized use of your Account.

4. User Conduct, Acceptable Use and Restrictions

You are responsible for your conduct and the content of any files and folders you upload, create, share or store in your Account. You agree to comply with all applicable laws, rules and regulations, whether from the U.S.A., state or federal, or international.

You shall use the Site and our Services with good faith and respecting the rights of DocPlace, other users or any other persons. It is forbidden to use our Site and Services for illegal or immoral activities or purposes, including but not limited to the infringement of any intellectual property right, the unauthorized transfer to you and impersonation or misrepresentation, threatening or harassing another person, but also using our Services to develop a similar website or service.

You must not harm the Services or the Site in any way, including by disabling, overburdening or impairing the Services. Automated technical means to access or to use the Services are not allowed.

Except as expressly specified in the Terms, you shall not (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services; (ii) copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form and/or by any means use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, sell, distribute, assign, rent, lease, or transfer any Services, any portion thereof, and/or otherwise commercially exploit the Services, in whole or in part; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using DocPlace name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, Trojan horses, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services in any form and/or by any means; (viii) remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Services; (ix) intentionally hold DocPlace and/or its employees and/or directors up to public scorn, ridicule and/or defamation; (x) promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (xi) take any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure; (xii) run any form of auto-responder and/or “spam” on the Services, or use the Services to conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or unsolicited e-mail or multi-level marketing campaigns; (xiii) use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct, and/or other guidelines which may be applicable to the Services provided; (xiv) access, store, distribute or transmit any viruses, malware, or other harmful material during the course of your use of the Service; (xv) make the functionality of the Services available to multiple users through any means, including, but not limited to distribution of the Services or by uploading the Services to a network and/or file-sharing service and/or through any hosting, application services provider and/or any other type of service, and/or (xvi) circumvent or disable any security or technological features or measures of the Services.  You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways. Any unauthorized use of the Services shall be deemed grounds for us to terminate the rights granted by DocPlace pursuant to the Terms for cause. 

You may not transfer your rights regarding the Services to any other person, either fully or partly.

You must not use the Services in connection with activities in which the failure of the Services could cause death, personal injury, environmental damage or damage to the physical property.

5. Your Uploaded Files and Back-up

During the course of your using our Services, you may submit to us various forms of data, including (just by way of example) files, contacts, email messages, and folders (“Files”). You retain all rights and full ownership of any ownership/intellectual property rights relating to in the contents of your Files.

These Terms do not give us any rights to your Files; however, we may access your Account and Files to respond to the problems regarding the Services, for solving any technical issue related to the Service, set up the structure of your account or help you with the migration of your documents. We may grant the same right to the trusted third parties with whom we work in order to provide the Services.

We use computer algorithms and an Optical Character (OCR) Engine to read the content and recognize the attributes of files when these are scanned; however, the contents of your files are not taken out of our systems.

We will not monitor or disclose the information regarding your Account or Files without your prior permission unless this is required by applicable law.

Please bear in mind, that your Files’ content may be protected by intellectual property rights that belong to another person. Please make sure, that you do not copy, upload, download, share or use the Files in any other way, unless you have the right to do so.

You agree that you will not under any circumstances transmit any user content in your Files (including software, text, images, or other information) that:

(i) is unlawful and/or promotes unlawful activities;

(ii) defames, harasses, abuses, threatens, or incites violence towards any individual 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- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling;

(v) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;

(vi) impersonates any person or entity, including any of our employees or representatives; and/or

(vii) contains payment card data, including credit or debit card data.

You agree and understand that you are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness as well as copyright of all your Files.

We reserve the right to remove or restrict access to the Files or information in case we have received information that the Files or information are a subject of possible breach of the Contract or violation of law or third-party rights (e.g., when we receive a notice about the breach of copyright). We bear no responsibility or liability for removing the Files or making them inaccessible. It is your responsibility to solve any legal issues with any third parties before we can restore your access to the Files or information in question.

We recommend that you take appropriate measures to back-up and restore your Files as you consider necessary. DocPlace provides Service tools to assist you with the back-up activities; however, DocPlace cannot take responsibility for your Files and will not be liable for any loss or corruption of your Files or for failure to access, to upload, to back-up, or to restore your Files, or for any costs or expenses associated with backing up or restoring the Files.

It is our right to determine the acceptable file types within our Services and to restrict you from uploading certain types of files to your Account.

DocPlace may, at its sole discretion, delete uncompleted eDocuments from the System immediately and without notice upon the earlier of expiration of the Subscription Term. DocPlace assumes no liability or responsibility for a party’s failure or inability to electronically sign any eDocuments within such a period of time.

6. Intellectual Property Rights and Licenses

Except for rights that we have explicitly delegated to you according to these Terms, all rights, including intellectual property rights, with respect to the Services and hardware, software, and any other means for providing the Services, belong to DocPlace.

Software for using our Services is made available to you on license basis only. You shall not receive ownership of, or any ownership interests in, that software. Your right to use the software ends together with the end of rights to use the Service; in that case, you must de-install the software or we will make it unavailable to you.

We reserve the right to upload automatic software updates to your device that you use for using our Services.

You hereby grant to DocPlace a free, global, exclusive and termless license regarding the changes that we have implemented based on your feedback to us about our Services and the Site.

7. Fees and Payments

Fees

Although many of our Services are free of charge, we apply reasonable fees for using some of our Services or its features (e.g., sharing Files, additional storage space, etc.). A price list with applicable fees (“Fees”), and information about different payment plans, is available on our Site.

We may automatically renew your Services and charge you for a renewal term. You can opt out of having your Services automatically renewed by notifying us to that effect by e-mail at least five (5) business days before the renewal date.

Trial period

We offer 14 days free trial period for all our payable features and Services. Unless you have cancelled or downgraded your Account within the trial period (i.e., the last day of the trial period at the latest), the Service will turn into a payable Service according to your subscription. The first payment shall be due on or before the first day after the trial period expires; thus, we will charge your credit card accordingly.

After the trial period expires, you can still at any time upgrade or downgrade your Account, changing your payment plan according to your needs; however, in case of downgrading, we provide no refund for the prepaid period.

Billing

In case you have chosen a paid subscription, we shall automatically bill you from the date on which you convert to a paid subscription. Payments are due to us on the date when the invoice in posted on your Account.

You must keep your billing information current. You may change your payment method and modify your billing information on the Site at any time. Your notice to us will not affect charges that we submit to your billing account before we reasonably could act on your notice.

Payments

All Fees will be billed to the credit card that you designate during the subscription process. You must be the authorized user of the credit card associated with data that you provide for billing purposes. By providing us your credit card data, you authorize us to charge you for the Services using your credit card and for any paid feature of the Services to which you subscribe, or that you utilize, while these Terms are in force.

Other payment methods are accepted only if authorized, and as provided on, our Site (for example, on-line payments through our cooperating banks).

All payments shall be made in U.S. Dollars. You are responsible for any costs associated with currency conversion or funds transfer applicable by your financial service provider.

You are responsible for all applicable taxes, and we shall charge taxes when required to do so.

In case of payment delay, you shall not be permitted to use any chargeable features of our Services until payments in due have been fully paid.

Changes to the Price List

Please note, that we may change our price list from time to time, notifying you in advance through the Service or by e-mail. If you do not agree with the changes, you may stop using the Service, notifying us about it by e-mail at least five (5) business days before the changes would start to apply to you.

Changes of the price list do not affect the Services with the effective offer on a specific price for a specific term, until the effective offer term expires After that point, your Service usage will be charged with then-current fees. In case of termless offers with regular payments (e.g., monthly), new prices will apply to you starting from a new payment period, unless you have notified us about your decision to downgrade or stop using the Services by e-mail at least five (5) business days before the end of the current payment period.

8. Refund policy

All applicable fees shall be paid in advance for the selected period and are not refundable, unless otherwise is explicitly provided in the Contract.

If you have a paid Account and we terminate or materially downgrade the Services without cause according to Section 10, DocPlace shall provide you a proportional refund of any prepayment as set forth in Section 10.

If you are a consumer and you use your right to withdraw from this Contract according to Section 11, DocPlace shall provide you a full or proportional refund as set forth in Section 11.

9. Updates and Changes

We reserve the right to make updates and other changes to the Services and to its functionalities, or to suspend or stop providing the Services altogether, at any time. In case we consider the changes to be significant, we will inform our users about the changes through our Site and/or via e-mail at least five (5) business days in advance.

We may also revise these Terms from time to time to keep up with the changes in local, state, federal or international law, as well as to improve our Services or to clarify some aspects of our Services or these Terms, to make the Services or these Terms more user-friendly, or to follow the prescriptions of any legal, regulatory or supervisory authorities. The most current version of the Terms is always available on our Site. If changes to the Terms will significantly reduce users’ rights, we will notify our users about the upcoming changes through our Site and/or via e-mail at least five (5) business days in advance.

If you are dissatisfied with the modified Services or the Terms, you should discontinue the use of the Services and cancel the Service or the Contract by sending an e-mail notice to info@thenetworkplace.com before the changes come into effect.

Please consider that by continuing the use the Services after the changes come into effect, you agree to the Service changes and are bound by the revised Terms of the Contract.

We are not liable for any loss or damage caused by our right to amend these Terms or modify or suspend the Services.

10. Termination of the Contract

You may terminate the Contract and cancel your Account at any time, by notifying us to that effect by e-mail.

If you have violated, or if we suspect that you have violated, the Contract, the Terms, or any other legal document provided by DocPlace, or if we reasonably believe that you have committed any illegal acts relating to the use of our Services or to the lawful rights of DocPlace or any other person, we have a right to suspend or discontinue the Services immediately with or without notice.

We may also suspend or terminate the Contract without cause. In that case, we will notify you by e-mail at least five (5) business days in advance. You can retrieve your data within the notice period with the help of the back-up service tool available on our Site. For retrieving your Files, you may apply for a prolonged access to your Files for an additional fee, by notifying us within three (3) business days following the termination. Otherwise, any Files you have stored on your Account will not be retrievable, and DocPlace will have no obligation to maintain any data stored on your Account. If the Contract was terminated for any reason for which you are responsible, we shall not grant you a prolonged access to your Account.

If you have a paid Account and we terminate or materially downgrade the Services without cause, we will provide you a refund according to our refund policy in Section 8.

Neither party shall be liable for any damages resulting from suspension or termination of the Services in accordance with this Section. However, termination of the Contract does not excuse you from fulfilling all obligations incurred before the effective date of termination.

11. Consumer’s Right to Withdraw from the Contract

If you are a consumer in the meaning of the Consumer Rights Directive 2011/83/EU, you may withdraw from this Contract within fourteen (14) days, starting from the date when the Contract is formed, without giving any reason for doing so.

In case you have decided to use your right to withdraw from the Contract, please inform us about your decision with the explicit application. A standard form of application for withdrawal is available at our Site, yet using this form is not required, and you may notify us about your exercising your right to withdraw with any other explicit application.

The application for withdrawal must be addressed to The Network Place LLC, 11 East 44th Street, Suite 704, New York, NY 10017, or sent to our e-mail address at info@thenetworkplace.com.

You may also notify us about the withdrawal electronically through our Site, in which case we will immediately send you a confirmation about the receipt of your application to your e-mail address, which you have provided to us in the registration form.

Your withdrawal is effective if you have dispatched your withdrawal application to us before the end of the withdrawal period, even if we receive it later.

In the event of effective withdrawal, we will close your Account and return to you all payments that you have made to us under this Contract immediately, but no later than within fourteen (14) days from receiving your application. If, by subscription you have expressed your will to start using our chargeable Services within the withdrawal period, you are required to pay for the Services until the day when you dispatched your withdrawal application. This means that we will return only proportional part of your payments, considering the whole subscription volume.

12. Warranties and Disclaimers

THE DOCPLACE SERVICES, DOCUMENTATION, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE DOCPLACE SERVICES, DOCUMENTATION, AND SITE SHALL BE AT YOUR SOLE RISK. DOCPLACE AND ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“DOCPLACE PARTIES”): (a) MAKE NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE DOCPLACE SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR WILL BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE DOCPLACE SERVICES, DOCUMENTATION, OR SITE. 

THE DOCPLACE PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT DOCPLACE SERVICES, DOCUMENTATION, AND SITE HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE DOCPLACE SERVICES, DOCUMENTATION, AND SITE CONTENT AND ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF DOCPLACE SERVICES, DOCUMENTATION, AND SITE; (iii) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ERRORS OR OMISSIONS IN ANY

CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA DOCPLACE SERVICES, DOCUMENTATION, AND SITE. YOU SHALL HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DOCPLACE TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

THE DOCPLACE PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE DOCPLACE PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.

If you are a California resident, you hereby waive California Civil Code §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.” This release includes the criminal acts of others.

You may elect to receive authentication, notification and/or eDocument delivery messages by text (“SMS Messages”) at the mobile number you provide as part of your use of the DocPlace Services. You represent that you are the subscriber of the mobile service at the mobile number provided, or that you are otherwise authorized by the subscriber to receive SMS Messages at such mobile number as part of your use of the DocPlace Services. By electing to receive and send SMS Messages, you acknowledge that message and data rates may apply under your agreement with your provider of mobile communication services (“Mobile Service Provider”).

You further understand and acknowledge that your Mobile Service Provider’s network services are outside of DocPlace’s control and that we are not responsible or liable for any issues arising therefrom. In particular, DocPlace shall not be liable for any of the following: (a) failure of delivery of any content via SMS Message; (b) any delays in transmission of SMS Messages; or (c) any service or other changes implemented by your Mobile Service Provider impacting the receipt or sending of SMS Messages as part of your use of the DocPlace Services.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, such as in this Section 12 or below in Section 13. Accordingly, some of these limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 12 and Section 13 specifically do apply to you.

13. Limitation of Liability 

DOCPLACE ACCEPTS LIABILITY FOR DAMAGES CAUSED INTENTIONALLY, OR DUE TO GROSS NEGLIGENCE, BY DOCPLACE OR ITS EMPLOYEES.

OTHERWISE, DOCPLACE’S SHALL BE LIMITED TO NO MORE THAN THE AMOUNTS PAID BY YOU TO US FOR THE 12 MONTHS PRIOR TO THE SERVICES THAT GAVE RAISE TO THE CLAIM.

HOWEVER, PLEASE CONSIDER THAT YOU MUST NOT USE THE SERVICE IN CONNECTION WITH ANY ACTIVITIES IN WHICH THE FAILURE OF THE SERVICES COULD CAUSE DEATH, PERSONAL INJURY, ENVIRONMENTAL DAMAGE, OR DAMAGE TO THE PHYSICAL PROPERTY. IN CASE OF DOING SO, DOCPLACE SHALL NOT BE HELD LIABLE FOR ANY POSSIBLE LOSSES OR DAMAGES CAUSED.

14. DocPlace Signature

DocPlace Signature facilitates the execution of eDocuments between the parties to those eDocuments. Nothing in this Section, or in these Terms, may be construed to make DocPlace a party to any eDocument processed through DocPlace Signature, and DocPlace makes no representation or warranty regarding the transactions sought to be affected by any eDocument.

Between DocPlace and Customer, Customer has exclusive control over and responsibility for the content, quality, and format of any eDocument. Without limiting the foregoing, all eDocuments, together with any messages included within an envelope or folder stored by DocPlace on the System are maintained in an encrypted form, and DocPlace has no control of or access to their contents except to the extent access is requested in writing and made available by Customer to DocPlace.

Certain types of agreements and documents (such as wills and agreements pertaining to family law) may be excepted from electronic signature laws or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. DocPlace is not responsible or liable to determine whether any particular eDocument is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any agency promulgations; or (iii) can be legally formed by electronic signatures.

DocPlace is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Furthermore, DocPlace is not responsible for or liable to produce any of Customer’s eDocuments or other documents to any third parties.

Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. DocPlace does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer”; (ii) furnish or obtain any such consents or determine if any

such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the documentation for all transactions, consumer or otherwise; or (vi) comply with any such special requirements.

Customer undertakes to determine whether any “consumer” is involved in any eDocument presented by its authorized users for processing, and, if so, to comply with all requirements imposed by law on such eDocuments or their formation.

Customer agrees that its assigned account administrator(s) has authority to provide DocPlace with and accept from DocPlace any required authorizations, requests, or consents on behalf of Customer with respect to Customer’s Account; and Customer agrees that it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to DocPlace in relation to the Services, including without limitation instructions through its Account as made by the assigned account administrator.

Customer may elect to utilize a digital certificate, service, or process that authenticates a signer’s identity or the authenticity of an eDocument as part of DocPlace Signature.  If that digital certificate, service, or process is provided by anyone other than DocPlace, even where the digital certificate, service, or process is chosen from a menu from within the Services, Customer agrees that it is solely responsible for determining the reliability, validity, and legality of that third party digital certificate, service, or process and agrees that DocPlace is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal.

15. Indemnifications Obligations

Customer shall defend, indemnify, and hold DocPlace, our Affiliates, officers, directors, managers, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or your account administrator(s) or authorized users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all customer data processed by the Services; or (e) any products or services purchased or obtained by you in connection with the Site.

DocPlace retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, 

16. No Legal Advice

The Contract, the Terms, and the Services do not contain legal advice, and DocPlace is not a provider of legal services, nor does it offer legal advice, legal opinions, recommendations, referrals, and/or counseling of any nature. Part of the Services that DocPlace may provide could involve the construction of contracts, and/or other legal relations, and although we attempt to ensure that our information is accurate and useful, we recommend that you consult with an attorney of your choosing should you require legal assistance. Finally, other than the Services that DocPlace provides, DocPlace plays no part in agreements between you and other users.

The use of the Services may be governed by the laws of different countries or regions, and you agree to abide by such local laws. You agree that your use of any electronic signatures will be as valid as any manual signatures if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations.

17. Electronic Communications

By using the Services, you agree to receive certain communications in connection with those Services. The communications between you and DocPlace typically will use electronic means, whether you use the Services or send us emails, or whether DocPlace posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from DocPlace in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DocPlace provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect your non-waivable rights. 

18. Force Majeure

Neither party shall be liable for any delay, interruption or failure to perform, or lost data under these Terms due the acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include (a) failures of software or other computer programming, (b) natural weather events, (c) Internet disruptions, and (d) any other causes beyond a party’s reasonable control and occurring without its fault or negligence, including also failure of suppliers, subcontractors, and carriers. As a condition to the claim of non-liability, the party experiencing the difficulty must give the other prompt written notice, with full details following the occurrence of the cause relied upon.

19. Governing Law

You agree that the Contract and the Terms shall in all respects be interpreted, enforced and governed by and under the laws of the State of New York, U.S.A.

In case you are a consumer, the choice of law relating to the Contract and the Terms shall not affect your right to rely on the consumer law applicable in the jurisdiction where you reside.

20. Resolving Disputes

Before filing any legal or administrative claim against DocPlace, you shall first seek an informal resolution of the claim by contacting us by e-mail info@thenetworkplace.com. If a dispute is not resolved within fifteen (15) days following the transmission of such email, you may initiate a formal proceeding. DocPlace shall act likewise with respect to any claims against you.

You agree that after the failure to resolve the dispute informally as described above, all disputes, actions, claims or causes of action related to the Contract, the Terms, or the Services must be brought only in a state or federal court located in the City, County and State of New York, U.S.A.

In case you are a consumer and do not consent to the solution proposed by DocPlace within the process of informal dispute resolution, you may also submit a complaint (free of charge) to the extrajudicial dispute resolution unit, i.e. Consumer Protection Agency of New York (contact details are available at http://www.ag.ny.gov) In case you are a consumer residing in EU, you can also seek help from the European Consumer Centre of your home country or to use an online dispute resolution (ODR) platform http://ec.europa.eu/consumers/odr according to Regulation No. 524/2013 of the European Parliament and of the Council on online dispute resolution for consumer disputes.

You agree to bring any claim related to the Contract, the Terms, or the Services within one (1) year starting from the date on which you could first bring the claim. In case you are a consumer as well as in case of intentional breach, this limitation of claim expiry period is not applicable, and the expiry period provided by relevant law shall be applied instead.

21. Miscellaneous

These Terms apply to the maximum extent permitted by law. In case some provisions of these Terms will be deemed to be enforceable or invalid by the court, it does not affect other provisions of the Contract. We shall replace the invalid provisions with similar terms that are enforceable under relevant law and derive from the nature of the whole Contract.

These Terms were drafted in English language, which shall prevail over any other possible language versions that may be furnished, or that we may publish on our Site for informative purposes. English is also the required communication language between you and DocPlace. We may communicate, but are not obligated to communicate, with you in any other language that you possess.

The Contract and the Terms contain the entire understanding between the parties and may not be modified except in a writing signed by each of the parties.