PRODUCERMAX TERMS AND CONDITIONS

Last updated on May 17, 2020

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE PRODUCERMAX SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These ProducerMAX Services Terms and Conditions (“Terms”) govern access to and use of the ProducerMAX (“ProducerMAX,” “we” or “us”) web sites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase services (“ProducerMAX Services”) or register for an account (“Account”) and their Authorized Users (collectively, “Clients”). By using the Site or any ProducerMAX Services, you as a Site Visitor or Client accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Client is each an individual natural person, whether an employee, business partner, contractor, or agent of a Client who is registered or permitted by Client to use the ProducerMAX Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Clients and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

If you are a Client and you or your organization are bound by a Master Services Agreement with ProducerMAX (“Corporate Terms”), then these Terms will apply, if at all, only to use of the Site or any ProducerMAX Services to the extent such use is not already governed by such a Master Services Agreement. For the avoidance of doubt, all references to the “Site” in these Terms also include the ProducerMAX Services.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. Updates and Communications

1.1 We may revise these Terms or any additional terms and conditions that are relevant to a particular ProducerMAX Service from time to time to reflect changes in the law or to the ProducerMAX Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE PRODUCERMAX SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2 You agree to receive all communications, agreements, and notices that we provide in connection with any ProducerMAX Services (“Communications”), including, but not limited to, Communications related to our delivery of the ProducerMAX Services and your purchase of or subscription to the ProducerMAX Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any ProducerMAX Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2. ADDITIONAL TERMS FOR PRODUCERMAX SERVICES

2.1 ProducerMAX Signature. If you use ProducerMAX Signature, you accept the Terms of the ProducerMAX Signature Schedule below.

3. USAGE AND ACCESS RIGHTS

3.1 Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws (as defined in Section 12.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If ProducerMAX has previously prohibited you from accessing the Site or using the ProducerMAX Services, you are not permitted to access the Site or use the ProducerMAX Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

3.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Client plan that enables registration of an Account for the use of a ProducerMAX Service (“Subscription Plan”) when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of ProducerMAX, you may not access or use the ProducerMAX Services without ChumIT’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, ProducerMAX grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each discrete Subscription Plan includes restrictions and requirements that outline the features that Client will be able to access. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.

4. OWNERSHIP

4.1 Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, and other intellectual property laws and treaties.

4.1.1 The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by ProducerMAX and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of ProducerMAX and such others. All present and future rights in and to trade secrets, designs, copyrights, trademarks, database rights, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and ProducerMAX, at all times be and remain the sole and exclusive property of ProducerMAX.

4.1.2 The logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) will be registered. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate ChumIT’s sponsorship of or affiliation with any product, service, event, or organization without ChumIT’s prior express written permission. ProducerMAX acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms or on the IP Pages are reserved by ProducerMAX, Inc. Other than as provided in these Terms or in the IP Pages (https://www.ProducerMAX.com/IP) incorporated herein by reference, your use of the Trademarks, or any other ProducerMAX content, is strictly prohibited.

4.1.3 Copyright. ProducerMAX respects copyright law and expects its users to do the same. If you believe that any content or material on the Site infringes copyrights you own, please email us and we are happy to resolve the conflict.

4.2 Software Use Restrictions. Software available for downloading through the Site or third-party websites or applications (the “Software”) is the copyrighted work of ProducerMAX and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

4.3 Non-eDocument Content and Submissions/User Content.

4.3.1 Submissions. The Site or ProducerMAX Services may enable you to submit, upload, or otherwise make available (collectively, "Post") content such as questions, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document, such as a contract, disclosure, or notice that you deposit into the ProducerMAX Signature service for processing (“eDocuments”).

4.3.2 Screening & Removal. You acknowledge and agree that ProducerMAX and its designees may or may not, at ChumIT’s discretion, pre-screen User Content before its appearance on the Site or ProducerMAX Services, but that ProducerMAX has no obligation to do so. You further acknowledge and agree that ProducerMAX reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any User Content that is contributed to the Site or ProducerMAX Services. Without limiting the foregoing, ProducerMAX and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in ChumIT’s sole discretion. You acknowledge and agree that ProducerMAX does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

5. RESTRICTIONS ON USE OF THE SITE

5.1 By using the Site, including any ProducerMAX Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

a. Is illegal, or violates any federal, state, or local law or regulation;

b. Advocates illegal activity or discusses illegal activities with the intent to commit them;

c. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

d. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

e. Interferes with any other party’s use and enjoyment of the Services;

f. Attempts to impersonate another person or entity;

g. Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;

h. Falsely states, misrepresents, or conceals your affiliation with another person or entity;

i. Accesses or uses the account of another user without permission;

j. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

k. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the ProducerMAX Services;

l. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;

m. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

n. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent

o. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;

p. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;

q. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;

r. Uses the Services for benchmarking, or to compile information for a product or service;

s. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or ProducerMAX Services, by any means except as provided for in these Terms or with the prior written consent of ProducerMAX; or

t. Attempts to do any of the foregoing.

If you believe content on the Site violates the above restrictions, please email us and we are happy to work with you in resolving the conflict.

5.2 In addition, Clients shall not, and shall not permit others to, do the following with respect to the ProducerMAX Services:

a. Use the ProducerMAX Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan or ChumIT’s Responsible Use of Service incorporated herein by reference;

b. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the ProducerMAX Services or ChumIT’s then-current technical and functional documentation for the ProducerMAX Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms; or

5.3 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.

5.4 You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and Client support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

Indemnification

You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site.

6. PRIVACY

6.1 ProducerMAX Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the Privacy Policy document.

6.2 Access & Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the ProducerMAX Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of ProducerMAX, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

7. TERMS SPECIFIC TO PRODUCERMAX SERVICES

7.1 Right to Use ProducerMAX Services. Subject to these Terms, ProducerMAX will provide the ProducerMAX Services to Clients in accordance with each Client’s Subscription Plan, and ProducerMAX grants to each Client a limited non-exclusive, non-transferrable right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the ProducerMAX Services; (b) implement, configure, and, through its Account Administrator(s), permit its Authorized Users to access and use the ProducerMAX Services up to any applicable limits or maximums; and (c) access and use the Documentation

7.1.1 Authorized Users. Authorized Users of Client must be identified by a unique email address and NPN and two or more natural persons may not use the ProducerMAX Services as the same Authorized User.

7.2 Payment Terms.

7.2.1 Subscription Plan. The prices, features, and options of the ProducerMAX Services depend on the Subscription Plan selected as well as any changes instigated by Client. ProducerMAX does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

7.2.2 No Refunds. Client will timely pay ProducerMAX all fees associated with its Subscription Plan, Account, or use of the ProducerMAX Services, including, but without limitation, by Authorized Users. CLIENT’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for pre-paid Subscription Plans will be billed to Client in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.

7.2.3 Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or Paypal, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). Client must promptly notify ProducerMAX of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CLIENT AUTHORIZES PRODUCERMAX OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CLIENT’S USE OF THE PRODUCERMAX SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term until Client cancels of these Terms.

7.2.4 Late Fees & Collection Costs. If ProducerMAX does not receive payment from Client’s payment method, Client agrees to pay all amounts due upon demand. ProducerMAX may accept payment in any amount without prejudice to ChumIT’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to ProducerMAX may not be withheld or offset by Client for any reason against amounts due or asserted to be due from ProducerMAX.

7.2.5 Invoices. ProducerMAX will provide billing and usage information in a format we choose, which may change from time to time. ProducerMAX reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Client agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Client does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.

7.2.6 Billing Cycles. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations. Client agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Client’s payment card issuer or App Store until submission of the accumulated charge(s).

7.2.7 Benefit Programs. You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits") through a business or government agreement with us ("Business Terms"). Any and all such Benefits are provided solely as a result of the corresponding Business Terms and such Benefits may be modified or terminated without notice. If you use the ProducerMAX Services and a business or government entity pays your charges or is otherwise liable for the charges, you authorize us to share your account information with that entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive certain Benefits tied to Business Terms with us, but you are liable for your own charges, then you authorize us to share enough account information to verify your continuing eligibility for those Benefits and the Subscription Plan.

7.2.8 Tax Responsibility. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on ChumIT’s net income (collectively, “Taxes”). Client shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the ProducerMAX Services. Where the responsibility to remit Taxes falls upon ProducerMAX, the Taxes will be added to the payment and payable to ProducerMAX at the same time as the payment. Taxes shall not be deducted from the payments to ProducerMAX, except as required by law, in which case Client shall increase the amount payable as necessary so that after making all required deductions and withholdings, ProducerMAX receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Client hereby confirms that ProducerMAX can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. ChumIT’s and Client’s obligations shall survive the termination or expiration of these Terms.

7.3 Free Trial and Special Offers for ProducerMAX Services

7.3.1 If you register for a free trial, promotional offer, or other type of limited offer for use of ProducerMAX Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.

7.3.2 ProducerMAX reserves the right to reduce the term of a trial period or end it altogether without prior notice.

7.3.3 The version of the ProducerMAX Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CLIENT ENTERS INTO THE PRODUCERMAX SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CLIENT, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CLIENT: (a) PURCHASES A SUBSCRIPTION PLAN TO PRODUCERMAX SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) NO DATA EXPORT IS AVAILABLE.

7.3.4 Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 9 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular ProducerMAX Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the ProducerMAX Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and PRODUCERMAX DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CHUMIT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CLIENT’S USE OF THE FREE TRIAL IS $100.

7.3.4 Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 9 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular ProducerMAX Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the ProducerMAX Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and PRODUCERMAX DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CHUMIT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CLIENT’S USE OF THE FREE TRIAL IS $100.

7.4.1 Data Generally. You shall be responsible for data that you provide or use in ProducerMAX Services. You are solely responsible for determining the suitability of the ProducerMAX Services for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the ProducerMAX Services and Site.

7.4.2 Personal Data. Client warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations. Client and its Authorized Users acknowledge that ProducerMAX may process such personal data in accordance with the Privacy Policy

7.5 Client Warranties. Client hereby represents and warrants to ProducerMAX that: (a) it has all requisite rights and authority to use the ProducerMAX Services under these Terms and to grant all applicable rights herein; (b) it is responsible for all use of the ProducerMAX Services associated with its Account; (c) it is solely responsible for maintaining the confidentiality of its Account names, webpage links, and password(s); (d) it agrees to immediately notify ProducerMAX of any unauthorized use of Client’s Account of which it becomes aware; (e) it agrees that ProducerMAX will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the ProducerMAX Services for lawful purposes only and subject to these Terms; (g) any information it submits to ProducerMAX is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the System or the ProducerMAX Services, other accounts, computer systems, or networks under the control or responsibility of ProducerMAX through hacking, cracking, crawling, scanning, password mining, or any other unauthorized means.

7.6 Confidentiality.

7.6.1 Confidential Information. “Confidential Information” means (a) for ProducerMAX and its Affiliates, the ProducerMAX Services and Documentation; (b) for Client and its Affiliates, Client Data; (c) any other information of a party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the Recipient), or that due to the nature of the information the Recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing party’s Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. All information provided to ProducerMAX that is not Confidential Information will be treated in accordance with the ProducerMAX Privacy Policy.

7.6.2 Restricted Use and Nondisclosure. During and after the Subscription Term, the party receiving Confidential Information (“Recipient”) will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, Client expressly authorizes ProducerMAX to use and process Client Data as described in the ProducerMAX Privacy Policy, which provides for, but is not limited to, delivering eDocuments as indicated by Client’s use of the ProducerMAX Services and sharing Transaction Data with individuals who are authorized to view, approve or sign eDocuments created by Client.

7.6.3 Required Disclosure. If ProducerMAX is required by law to disclose Confidential Information, ProducerMAX will give prompt written notice to Client before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist Client to obtain where reasonably available an order protecting the Confidential Information from public disclosure.

7.6.4 Ownership. Notwithstanding any other provision of these Terms, ProducerMAX acknowledges that, as between the parties, all Confidential Information it receives from Client, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by Client. Nothing in these Terms grants ProducerMAX any right, title or interest in or to any of the Client’s Confidential Information. ChumIT’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

Use of Information

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

8. TERM AND TERMINATION

8.1 Termination – Site Visitors. A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. ProducerMAX may terminate your use of the Site and deny you access to the Site in our sole discretion for any reason or no reason, including for violation of these Terms.

8.2 Term and Termination – Clients.

8.2.1 Suspension of Access to ProducerMAX Services. ProducerMAX may suspend any use of the ProducerMAX Services, remove any content or disable or terminate any Account or Authorized User that ProducerMAX reasonably and in good faith believes violates these Terms. ProducerMAX will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless ProducerMAX reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the ProducerMAX Services or a third party. Under circumstances where notice is delayed, ProducerMAX will provide the notice if and when the related restrictions in the previous sentence no longer apply.

8.2.2 Term. The period of effectiveness of these Terms (“Term”), with respect to ProducerMAX Services, begins on the date the Client accepts it and continues until the Client’s Subscription Plan expires or its use of the ProducerMAX Services ceases (including as a result of termination in accordance with this Section 8.2), whichever is later.

8.2.3 Subscription Term and Automatic Renewals. ChumIT’s Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate your Account; (b) you can email us not to auto-renew ProducerMAX Services (c) ProducerMAX declines to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending on the method you choose (“Renewal Term”).

Promotional codes may only be used for your first Subscription Term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews you will be charged the full annual billing amount. If your Subscription Plan is ever terminated for any reason, and you purchase another Subscription Plan, you shall not be eligible to use a promotional code.

We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, your continued use of the ProducerMAX Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.

8.2.4 Termination by Client. You may terminate your Account at any time upon ten (10) days’ advance written notice to ProducerMAX. If you wish to terminate, you must provide notice by email If you purchased your Subscription Plan through an external service, such as an App Store, you must use the tools made available by those services to manage and/or terminate your Subscription Plan. ProducerMAX has no obligation to consider refund requests related to a termination of a Subscription Plan if the termination has been a violation of other Terms herein, or if records indicate substantial productive use took place during that period.

8.2.5 Default; Termination by ProducerMAX. A Client will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with its Account breaches any provision of these Terms or violates any published policy applicable to the ProducerMAX Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the ProducerMAX Services by the Client (or its Authorized Users or signers) creates legal risk for ProducerMAX or presents a threat to the security of the ProducerMAX Services or ChumIT’s Clients. If a Client is in default, we may, without notice: (i) suspend its Account and use of the ProducerMAX Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us.

8.2.6 Effect of Termination. If these Terms expires or are terminated for any reason: (a) Client will pay to ProducerMAX any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Client’s liabilities to ProducerMAX that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Client with respect to the Site and ProducerMAX Services and intellectual property will immediately terminate; (d) ChumIT’s obligation to provide any further services to Client under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms; and (e) the provisions of Section 3 (Usage and Access Rights), Section 4 (Ownership), Section 5.3 (Restrictions on Use of the Site), Section 5.4 (Compliance with Terms), Section 6 (Privacy), Section 7.2.2 (No Refunds), Section 7.2.7 (Benefit Programs), Section 7.2.8 (Tax Responsibility), Section 7.3 (Free Trial and Special Offers for ProducerMAX Services), Section 7.4 (Data), Section 7.6 (Confidentiality), Section 8.2.6 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification Obligations), Section 11 (Limitations of Liability), and Section 12 (General) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits to these Terms.

9. WARRANTIES AND DISCLAIMERS

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

THE PRODUCERMAX PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT PRODUCERMAX SERVICES, DOCUMENTATION, AND SITE HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE PRODUCERMAX SERVICES, DOCUMENTATION, AND SITE CONTENT AND ASSUMES 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 PRODUCERMAX SERVICES, DOCUMENTATION, AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ANY 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 PRODUCERMAX SERVICES, DOCUMENTATION, AND SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF PRODUCERMAX 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 PRODUCERMAX 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 PRODUCERMAX 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 says: “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.

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 9 or below in Section 11. 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 9 and Section 11 specifically do apply to you.

Information and Press Releases

The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

10. INDEMNIFICATION OBLIGATIONS

You will defend, indemnify, and hold us, our Affiliates, officers, directors, 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 Client Data processed by the ProducerMAX Services; or (e) any products or services purchased or obtained by you in connection with the Site.

ProducerMAX 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, action, or proceeding upon becoming aware of it.

11. LIMITATIONS OF LIABILITY

11.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, PRODUCERMAX WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PRODUCERMAX PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR PRODUCERMAX SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, DOCUMENTATION, OR PRODUCERMAX SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE, DOCUMENTATION, OR PRODUCERMAX SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION, OR PRODUCERMAX SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, DOCUMENTATION, OR PRODUCERMAX SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PRODUCERMAX PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers and to the extent you are a consumer the limitations or exclusions in this Section 11.1 may not apply to you.

11.2 Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PRODUCERMAX FOR THE PRODUCERMAX SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

11.3 Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.

11.4 Jurisdictional Limitations.

11.4.1 Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law). If you are a New Jersey resident, the limitations in Section 11 specifically do apply to you.

12. GENERAL

12.1 Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. PRODUCERMAX IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Site.

12.2 Relationship. At all times, you and ProducerMAX are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ProducerMAX or are otherwise authorized to bind or commit ProducerMAX in any way without ChumIT’s prior written authorization.

12.3 Trade Restrictions. You acknowledge that the Site, Documentation, and/or ProducerMAX Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that ProducerMAX makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories ("Trade Restrictions"). You represent and warrant that: (a) you are not (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site

12.4 Assignability. You may not assign your rights or obligations under these Terms without ChumIT’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. ProducerMAX may freely assign its rights, duties, and obligations under these Terms.

12.5 Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the ProducerMAX Services will be effective only if it is in writing and sent using: (a) ProducerMAX Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in Client’s registration information or on the Site for ProducerMAX, with a copy, in the case of ProducerMAX, to contact@producermax.com. Client or ProducerMAX may change its address for receipt of notice by notice to the other party in accordance with this Section 12. Notices are deemed given upon receipt if delivered using ProducerMAX Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

12.6 Force Majeure. Except for any payment obligations, neither you nor ProducerMAX will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, pandemic, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

12.7 Mandatory Arbitration, Waiver of Class Actions Applicable to Clients.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.7.1 You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 12.7 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms or any prior; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.

12.7.2 Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at Contact@ProducerMAX.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and ProducerMAX agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with ProducerMAX, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

12.7.4 Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

12.7.5 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PRODUCERMAX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

12.7.6 Exception: Litigation of Intellectual Property. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

12.7.7 Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.

12.8 Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and ProducerMAX regarding the ProducerMAX Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the ProducerMAX Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. ProducerMAX hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Client and conditions assent solely based on these Terms and conditions of these Terms as offered by ProducerMAX. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s);

12.9 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and ProducerMAX agree that ProducerMAX is the proponent of these Terms. Notwithstanding Client’s and ChumIT’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in San Francisco, CA, as necessary to protect the party's rights or property pending the completion of arbitration. Client and ProducerMAX submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco, California, U.S.A.

12.10 Language and Translations. ProducerMAX may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control

12.11 Waiver. The waiver by either you or ProducerMAX of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

12.12 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

12.14 How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact ProducerMAX at 8806 Marksfield Rd, Apt 2, Louisville, KY, 40222, United States.


SERVICE SCHEDULE for PRODUCERMAX SIGNATURE

This Service Schedule was last updated on May 17, 2020. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Terms.

1. DEFINITIONS

“ProducerMAX Signature” means the on-demand electronic signature ProducerMAX Service, which provides online display, certified delivery, acknowledgement, electronic signature, and storage services for eDocuments via the Internet.

“System” refers to the software systems and programs, the communication and network facilities, and the hardware and equipment used by ProducerMAX or its agents to make available the ProducerMAX Signature service via the Internet.

2. ADDITIONAL USAGE LIMITATIONS AND CLIENT RESPONSIBILITIES

2.1 ChumIT’s provision of ProducerMAX Signature is conditioned on Client’s acknowledgement of and agreement to the following:

a. ProducerMAX Signature facilitates the execution of eDocuments between the parties to those eDocuments. Nothing in this Service Schedule may be construed to make ProducerMAX a party to any eDocument processed through ProducerMAX Signature, and ProducerMAX makes no representation or warranty regarding the transactions sought to be effected by any eDocument;

b. Between ProducerMAX and Client, ProducerMAX has limited control over the content, quality, and format of any eDocument. Without limiting the foregoing, all eDocuments, stored by ProducerMAX on the System are maintained in an encrypted form;

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

d. ProducerMAX 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. Further, ProducerMAX is not responsible for or liable to produce any of Client’s eDocuments or other documents to any third parties;

e. 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. ProducerMAX 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;

f. Client 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.

g. Client agrees that its assigned Account Administrator(s) has authority to provide ProducerMAX with and accept from ProducerMAX any required authorizations, requests, or consents on behalf of Client with respect to Client’s Account; and

h. Client agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to ProducerMAX in relation to the Services, including without limitation instructions through its Account as made by the assigned Account Administrator.

3. eDOCUMENT STORAGE AND DELETION

3.1 Sending, Storage. During the Term ProducerMAX will send and store eDocuments per these Terms of the Subscription Plan. However, ProducerMAX may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of ProducerMAX Signature. Client, through its Account Administrator(s), may retrieve and store copies of eDocuments for storage outside of the System at any time during the Subscription Term when Client is in good financial standing under these Terms, and may delete or purge eDocuments from the System at its own discretion.

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

3.3 Deletion. ProducerMAX may delete an Account and Client Data, including without limitation eDocuments (whether complete or not), upon the expiration of the Subscription Term or termination as described in the Terms.

3.4 Retention of Transaction Data. ProducerMAX may retain Transaction Data for as long as it has a business purpose to do so.

4. INFORMATION SECURITY AND PERSONAL DATA

4.1 Client Responsibilities. ProducerMAX Signature provides Client with certain features and functionalities that Client may elect to use, including the ability to retrieve and delete eDocuments in the System. Client is responsible for properly: (a) configuring ProducerMAX Signature; (b) using and enforcing controls available in connection with ProducerMAX Signature (including any security controls); and (c) taking such steps, in accordance with the functionality of ProducerMAX Signature, that Client deems adequate to maintain appropriate security, protection, deletion, and backup of Client Data, which include controlling the management of Authorized Users’ access and credentials to ProducerMAX Signature, controlling Client Data that is Processed by ProducerMAX Signature, and controlling the archiving or deletion of eDocuments in the System. Client acknowledges that ProducerMAX has no obligation to protect Client Data, including Personal Data (defined below), that Client elects to store or transfer outside of ProducerMAX Signature (e.g., offline or on-premise storage).

4.2 Information Security. ProducerMAX will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorized access, use, alteration, or disclosure of Client Data.

5. SUBSCRIPTION PLANS & PRICES

5.1 The prices, features, and options of ProducerMAX Signature depend on the Subscription Plan selected by Client as well as any changes instigated by Client. For example: (a) if Client adds Authorized Users, ProducerMAX will charge the applicable subscription amount for each additional Authorized User; or (b) if Client sends more eDocuments than are included in your Subscription Plan, ProducerMAX may charge for additional eDocuments or assign Client to a new Subscription Plan. Client may also purchase optional services on a periodic or per-use basis. ProducerMAX may change the prices for or alter the features and options in a particular Subscription Plan without notice.

5.2. Client authorizes ProducerMAX to store, process, and transmit Client Data as necessary for a Payment Application to facilitate payment processing between Client and a third party designated by Client.

5.3. Client is solely responsible for complying with any applicable standards developed and published by payment networks (such as Visa, Mastercard, American Express, and any other credit, debit, or electronic funds transfer network), including but not limited to, the current Payment Card Industry Data Security Standard (“PCI DSS”)

5.4. Client is solely responsible for any and all disputes with any Signers related to or in connection with a payment processing sought to be facilitated via ProducerMAX Payments, including but not limited to: (1) chargebacks; (2) products or services not received; (3) return of, delayed delivery of, or cancelled products or services; (4) cancelled transactions; (5) duplicate transactions or charges; (6) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (7) the amount of time to complete payment processing.

7.3 ProducerMAX represents that it is presently in compliance, and will remain in compliance, with the current PCI DSS. ProducerMAX acknowledges that credit and debit card account numbers or related data processed is, as applicable, owned exclusively by Client, credit card issuers, the relevant payment networks, and entities licensed to process credit and debit card transactions on behalf of Client, and further acknowledges that such information may be used by ProducerMAX solely to assist the foregoing parties in completing the processing activities described in the Agreement.



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