Starling-Record Release

REVIEW WAVE ELECTRONIC SIGNATURE TERMS AND CONDITIONS

Updated September 10, 2020

THESE ELECTRONIC SIGNATURE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE INTO THE REVIEW WAVE TERMS AND CONDITIONS AND ARE LEGALLY BINDING.  By using the Review Wave E-Signature Service, you accept and agree to the terms of these terms and conditions (the "Terms").  Should any conflict arise between these Terms and the Review Wave Terms of Service (the "Standard Terms"), these Terms shall control with respect to the subject matter herein.  Both you and Review Wave may be referred to herein individually as a "Party", and collectively as the "Parties".

1. THE E-SIGNATURE SERVICE.
   
   • Service Description. Review Wave's electronic signature service (the "Service") allows you to signify your agreement with legally binding agreements electronically, in lieu of a pen-and-ink signature on a physical hardcopy.  The Service is a "Review Wave Service" for the purposes of interpreting the Standard Terms.
   • Authorized Users. The Services are available only to individuals who can form legally binding contracts under applicable law.  The Services are not available to persons under the age of majority in their jurisdiction, and in no case to persons under the age of 18.  In order to use the Services, you must be identified by a unique email address.  Two or more natural persons may not use the Services using the same set of credentials.
   • Appropriate Conduct. You agree not to use the Services for any illegal or unauthorized purpose and agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations relating thereto.  You further warrant and agree that your use of the Services does not violate any relevant laws, regulations, legislation, or other applicable rules of any applicable authority.  You are solely responsible for determining the suitability of the Services for your particular purpose.

You agree not to (attempt to) modify, adapt, or hack the Services.  You agree not to engage in any activities that would create a false association with the Services.  You agree that Review Wave has sole and absolute discretion with respect to the determination of whether your use of the Services is authorized.

• Authorized Use. You shall use the Service solely for your internal business or personal purposes, and in no case shall you make the Services or any portion thereof available to any third-party.

2. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.
   
   • Warranty Disclaimer. The Services are provided to you without warranty of any kind, whether express or implied.  REVIEW WAVE SPECIFICALLY EXCLUDES AND DISCLAIMS WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INRFINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

USE OF THE SERVICES IS DONE AT YOUR OWN RISK.  REVIEW WAVE ASSUMES NO RESPONSIBILITY FOR ANY LOSS OF YOUR DATA OR CONTENT OR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRECT AS A RESULT OF THE USE OF THE SERVICE.

• Damages Limitation. REVIEW WAVE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REVIEW WAVE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• Limitation of Liability. IN NO EVENT WILL REVIEW WAVE'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES EXCEED THE AMOUNT RECEIVED BY REVIEW WAVE FROM YOU IN THE SIX (6) MONTH PERIOD PRECEDING THE ACTION GIVING RISE TO THE CLAIM.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN REVIEW WAVE AND YOU.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
• German Customers. Review Wave's liability to you if you are domiciled in Germany is limited as follows:
  
  • Review Wave shall be fully liable for intentional and gross negligence, as well as for any damages arising from injury to life, body or health caused by Review Wave. In the case of liability for slight negligence, Review Wave shall be liable only for breach of a material obligation ("Cardinal Duty") and any such liability shall be limited to typical, foreseeable damages and shall not include liability for lack of economic results, loss of profit, or indirect damages. A Cardinal Duty in the meaning of this Section 2.4 is an obligation, the fulfillment of which is essential to the performance of these Terms and on the fulfillment of which the contracting party may therefore rely.
  • If you are a consumer, nothing in these Terms affects your rights under mandatory German law and these Terms will be interpreted, construed, and enforced in all respects in compliance with mandatory consumer protection laws of Germany. Notwithstanding anything to the contrary herein or within the Standard Terms, if you are a consumer, you may submit a claim to enforce your rights under these Terms to the competent courts in Germany.

3. CUSTOMER OBLIGATIONS.
   • Personal Data. You warrant that your use and collection of any personal information or data provided while using the Services complies with all applicable data protection laws, rules, and regulations.  You acknowledge that Review Wave may process such personal data in accordance with its privacy policy [LINK TO POLICY].
   • Customer Acknowledgements and Warranties. By using the Service you consent to do business electronically.  You hereby represent and warrant to Review Wave that: a.) you have all requisite rights and authority to use the Services under these Terms and to grant all applicable rights herein; b.) you are solely responsible for all use of the Services associated with your credentials; c.) you are solely responsible for maintaining the confidentiality of your account credentials; d.) your agrees to immediately notify Review Wave of any unauthorized use of your account of which it becomes aware; e.) you agrees that Review Wave will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without its knowledge and consent; f.) you will use the Services for lawful purposes only and subject to these Terms; g.) any information you submits to Review Wave is true, accurate, and correct; and h.) you will not attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks under the control or responsibility of Review Wave through hacking, cracking, password mining, or any other unauthorized means.

Review Wave is not a party to any Document executed via the Services.

Review Wave has no control over the contents of any Document.  Review Wave makes no representation or warranty regarding any transaction sought to be effected by any Document.

Review Wave is not responsible or liable to determine whether any particular Document is 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.

Review Wave 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, Review Wave is not responsible for or liable to produce any of your Documents or other documents to any third parties.

With respect to "consumers", as that term is defined under applicable consumer protection laws imposing the requirement that parties to an electronic contract consent to the method of contracting (among other requirements), Review Wave does not and is not responsible to: i.) determine whether any particular transaction involves a consumer; ii.) furnish or obtain any required consents or determine if any such consents have been withdrawn with respect to the contracting method; 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 requirements.  You shall be responsible for determining if any contracting party is a consumer, and if so, to comply with all requirements imposed by law as a result thereof.

You agree that you are solely responsible for the accuracy and appropriateness of instructions given by you and your personnel in relation to the Services.

You warrant that you have the requisite authority to provide Review Wave with, and to accept from Review Wave, any required authorizations, requests, or consents, on behalf of you, your entity, and/or the entity you represent.

4. TERM AND TERMINATION.
   
   • Term of Agreement. These Terms shall be effective from the moment you first access the Service until your use of the Service has completely ceased.  Review Wave may terminate or suspend your use of the Services and deny you access to its website in its sole discretion for any reason or no reason.  Review Wave may notify you prior to any such termination or suspension at its discretion.
   • Survival Provisions. The rights and obligations of the Parties under Sections 1.3, 2.1 - 2.4, 3, 4.2, 5 and 7 shall survive the expiration or termination of these Terms.

5. INDEMNIFICATION.
   
   • Indemnity. You agree to release, defend, indemnify, and hold Review Wave, affiliates, and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of any term or warranty contained within these Terms.

6. DOCUMENT RETENTION AND DATA PROTECTION.
   
   • Document Retention. Review Wave may store documents sent for signature via the Services ("Documents") when it is commercially reasonable to do so.  Review Wave may, at its sole discretion, delete incomplete Documents from the Services systems.
   • Transaction Data Retention. Review Wave may retain Transaction Data for as long as it has a business purpose to do so.

"Transaction Data" means metadata associated with a Document, such as transaction history, image hash value, method and time of Document deletion, sender and recipient names, e-mail addresses, signature IDs, and other unique identifiers and time/date stamps.

• Protection of Data. You acknowledge that Review Wave has no obligation to protect your data that is stored or transmitted outside of the Services.  Review Wave will employ commercially reasonable measures to protect your data from unlawful or unauthorized access, use, alternation, or disclosure during transit and storage within the Services.

7. GENERAL.
   
   • Terms. In the event that any one or more of the provisions of these Terms are for any reason held to be illegal or unenforceable in any respect, such illegality or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect.
   • Entire Agreement. This Agreement, the policies incorporated by reference hereto, and the agreements covering the individual services offered pursuant to the terms herein reflect the entire agreement between the parties with respect to the matters therein, and supersede all proposals, prior agreements, and commitments, whether oral or written, and all negotiations, conversations, or discussions between the Parties relating thereto.
   • Modifications. These Terms may be modified from time to time by Review Wave at its sole discretion.  Your use of the Service signifies your agreement to these changes.  You will be notified of material changes by notice on the website or via e-mail.
   • Assignment. You may not assign or delegate the rights and obligations of these Terms without the prior express written permission of Review Wave.  Review Wave may unilaterally assign or delegate the rights and obligations of these Terms at its sole discretion.  These Terms shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
   • 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) .

• Contact Information. If you have any questions, concerns, or complaints about our Services or anything under these Terms or other agreements with us, please contact us at the following email address.

Email:  support (at) reviewwave.com