Terms and Conditions

These Terms and Conditions including any order forms or purchase orders and invoices (collectively, the “Agreement” or “Terms”) together constitute the entire agreement between EDOC Service, Inc., (“EDOC” or “we”) and the Person identified as the “Customer” in the applicable order form or purchase documents (“Customer” or “you”) with respect to the subject matter of this Agreement. For the avoidance of doubt, if the Terms of Conditions are attached to or incorporated by reference into an additional order form(s), each order form incorporating these Terms of Conditions will constitute a separate agreement.

BY (A) CHECKING A BOX INDICATING CUSTOMER’S ACCEPTANCE OF, OR TAKING ANY OTHER ACTION TO AFFIRM, THESE TERMS WHEN THE OPTION IS MADE AVAILABLE TO YOU, OR (B) AGREEING TO AN ORDER FORM THAT ATTACHES OR INCORPORATES BY REFERENCE THESE TERMS, WHICHEVER IS FIRST TO OCCUR, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND HAVE AGREED TO BE LEGALLY BOUND BY THESE TERMS.

We reserve the right, in our sole discretion, to make changes to these Terms at any time. If we supplement, supersede, or make changes to these Terms, such amended Terms will be posted, and will take effect immediately, unless otherwise stated. You shall be responsible for reviewing and becoming familiar with any such changes, and your use of the Services following these changes, supplements, or other modifications shall constitute your acceptance of the Terms as amended.

1. Services. “Services” shall include any and all services or programs offered by EDOC including, but not limited to Scriptus, eSign, OnBoard, and ePoster made available for access and use via the internet, and any updates made available by EDOC thereto. Subject to the terms and conditions of this Agreement, EDOC grants to Customer a limited, nonexclusive, non-transferable, non-sublicensable right and license, to access and use the Services as described in any documentation provided by EDOC.
2. Restrictions. The rights and licenses granted above do not authorize Customer to, and Customer will not (directly or indirectly): (i) reproduce, modify, adapt, alter, translate, or create derivative works of the Services; (ii) rent, lease, loan, sell, distribute, disseminate, disclose, publish, display, transfer or otherwise make available (including on a time share, application service or outsourced basis) the Service to any Person; (iii) reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, architecture, structure, or underlying technology of any Service; (iv) use the Service for (A) engaging in any activities in violation of applicable laws, rules or regulations or (B) competitive or benchmarking analysis or for development of a competing product, service or other offering; (v) gain unauthorized access to, interfere with, damage or disrupt any portions of the Service (including any servers, databases or accounts), or attempt to do any of the foregoing; (vi) introduce into the Service any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, or (vii) use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with the authorized use of the Service by others.
3. Ownership of the Services. Customer acknowledges that the Services are licensed and not sold to Customer. Customer is not being provided with any source or object code of any software constituting a part of the Service (or rights to receive or copy any of the foregoing) under this Agreement. Except for the limited licenses expressly granted to Customer above, nothing in this Agreement will be construed, either by implication, estoppel, or otherwise, as a grant to Customer of any right, title, license, or interest in the Services (including any intellectual property rights with respect to any of the foregoing) EDOC and/or its licensors shall retain exclusive ownership and title (including all intellectual property rights) in and to the Services. Notwithstanding anything to contrary contained herein, to the extent that Customer provides to EDOC any suggestions, recommendations, or other feedback relating to any modifications, corrections, improvements, updates or enhancements to the Services and/or other EDOC offerings (whether current or proposed), Customer hereby grants to EDOC a non-exclusive, irrevocable, worldwide, perpetual, fully transferable and sublicensable (through multiple tiers), royalty-free right and license to use and otherwise exploit the same without restriction.
4. Customer Obligations. Customer understands and acknowledges that it is responsible for ensuring its compliance with all state and federal rules and regulations regarding its use of the Services. Customer shall be solely responsible for ensuring that any ePoster and/or labor/law posters that Customer purchases from EDOC are in compliance with Customer’s applicable state posting requirements. Furthermore, Customer acknowledges and understands that any digital posting of labor/law posters through its use of the Services is not the same as in-person, physical posters at a person’s place of employment and may not be acceptable in some states. Customer may print off and use labor/law posters available in the Services dependent on the Services you purchase. Customer is solely responsible for all content that is posts, reposts, shares, alters, or otherwise displays within the Services regardless of whether the content was received from EDOC.
5. Customer Cooperation. In connection with the performance of the Services, Customer shall provide EDOC personnel with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable EDOC to provide the Services under and in accordance with the terms and conditions of this Agreement.
6. Application Program Interface. Customer may have access to the Application Program Interface (“API”), via the Services or through the use of a third-party product or service. Customer expressly understands and agrees that EDOC shall not be liable for any damages or losses resulting from the Customer’s use of the API or any third-party products or services the Customer may use to access any data via the API. EDOC, in its sole discretion, may determine a Customer’s use of the API to access the Services is abusive or excessive and may temporarily or permanently suspend a Customer’s access to the API.
7. Term and Termination. The term of this Agreement will commence on the effective date of the applicable order form, statement of work, or invoice and, unless earlier terminated in accordance with this Section, will continue until terminated (the “Term”).
1. Termination for Breach. This Agreement may be terminated by a party immediately upon notice to the other party if the other party is in material breach of this Agreement and has failed to cure such breach within thirty (30) days after notice of the breach.
2. Effect of Termination. Upon termination or expiration of this Agreement or the expiration of the Service Period for a particular Service (as applicable), (i) all unpaid fees and other amounts payable to EDOC under this Agreement with respect to the applicable Service(s) shall become immediately due and payable, (ii) the rights and licenses granted to Customer and EDOC with respect to the applicable Service(s), and (iii) Customer will immediately cease further use of the Service. Upon EDOC’s request, Customer will provide EDOC with written certification of Customer’s compliance with the foregoing obligations.
3. Suspension of Use. EDOC may (without limitation of any other rights or remedies) suspend access to and use of the Service in the event that (i) Customer is delinquent in payment of any amount due to EDOC under this Agreement (and has not cured such delinquency within five (5) days following written notice thereof to Customer), (ii) Customer has breached any of the provisions of this Agreement, or (iii) in EDOC’s reasonable good faith determination, suspension of the Service is necessary to avoid or mitigate harm to the security of EDOC’s systems or data. Any such suspension will not constitute a termination of this Agreement.
8. DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND EDOC DOES NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, OR ANY OTHER PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR ITEMS PROVIDED, OR TO BE PROVIDED, TO CUSTOMER ARISING OUT OF OR RELATNG TO THIS AGREEMENT (COLLECTIVELY, THE “OFFERINGS”), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, EDOC DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES REGARDING (I) THE USE OF OR THE RESULTS OF THE USE OF THE OFFERINGS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY OR OTHERWISE, OR (II) WHETHER ACCESS TO, OR USE OR OPERATION OF, THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. EDOC IS NOT IN THE BUSINESS OF RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE, AND NEITHER EDOC NOR THE OFFERINGS SHOULD BE RELIED UPON AS SUCH. IF SUCH ADVICE OR EXPERT ASSISTANCE IS REQUIRED BY CUSTOMER, CUSTOMER SHOULD SEEK THE SERVICES OF A COMPETENT LICENSED PROFESSIONAL.
9. Limitation of Liability. IN NO EVENT WILL EDOC BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR LOSS OF TIME OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OFFERINGS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER EDOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE TOTAL MAXIMUM AGGREGATE LIABILITY OF EDOC FOR ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE OFFERINGS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID TO EDOC BY CUSTOMER UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRIOR TO THE OCCURRENCE OF SUCH CLAIM, DAMAGE OR LIABILITY.
10. Indemnification. Customer shall indemnify, defend, and hold harmless EDOC and its officers, directors, managers, members, employees, agents and affiliates from any against any claim, liability, obligation, loss, damage, assessment, judgement, cost and expense, including reasonable attorney fees, arising out of or related to: (i) Customer’s use of the Services; (ii) Customer’s use or reliance of any content on the Services including but not limited to labor/law posters obtained from the Service; and (iii) Customer’s compliance with any applicable state or federal laws.
11. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
12. Jurisdiction; Venue; Waiver of Jury. EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE COURTS LOCATED IN BUTLER COUNTY, OHIO, AND HEREBY AGREES THAT SUCH COURTS WILL BE THE EXCLUSIVE PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEPT AS OTHERWISE AGREED BY THE PARTIES. FURTHERMORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
13. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
14. Notices. Except to the extent as may be otherwise expressly permitted in this Agreement and for routine electronic communications regarding the Services provided on or through the Service, any notice required or permitted under this Agreement will be in writing, and will be delivered (a) by certified mail, postage prepaid, with return receipt requested, (b) by email, or (c) by internationally recognized express delivery service (e.g., UPS or FedEx), to the parties at such address as they may designate. Either party may change the address(es) designated for notice effective ten (10) days following delivery of notice of such change(s).
15. Assignment. Customer shall not assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of EDOC. Any attempted assignment or transfer of this Agreement by Customer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.
16. Force Majeure. Neither party will be liable for any failure or delay in performance resulting from any event beyond their reasonable control, including due to fire, flood, action or decree of civil or military authority, insurrection, act of war, vandalism, terrorism, hackers, denial of service attacks, labor disputes or shortages, material shortages, power outages, failure of internet connections, failure of suppliers, or embargo.
17. Waiver; Amendments. No waiver of any provision of this Agreement will be effective unless made in writing and signed by the party to be charged with such waiver. Except as otherwise expressly provided in this Agreement, this Agreement may only be amended by a written agreement executed by Customer and EDOC referencing this Agreement and the provisions hereof to be amended; provided, however, that EDOC may amend these Terms of Service at any time by providing notice to Customer on or through the Services or such other means of notice permitted under this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior representations, warranties, understandings or agreements (written or oral) between the parties with respect to the subject matter hereof. This Agreement may be executed in multiple counterparts. Facsimile, electronic or scanned signatures are effective in all respects.