Sign.com User Seller Agreement

General
This Agreement to upload Submissions to the Site is between you ("You") and SA International, Inc. ("SAi") and sets forth the terms and conditions for the software, code, material, text, data and other works of authorship uploaded to the Site by You (the "Submission") (collectively, the "Agreement"). If the person using the Site is doing so on behalf of a company, "You" means that person and that company, and that person represents and warrants that he or she has all necessary authority to bind that company to the terms and conditions of this Agreement.

SAi reserves the right to modify the Agreement and other guidelines, terms and/or conditions posted on the Site from time to time at its sole discretion.

Eligibility and Uploading Requirements
You may upload Submissions to the Site provided you agree to the following terms and conditions:

1. You are the original developer, or have all of the necessary legal rights to grant to SAi the license below in Section 2, as applicable, to the Submission.

2. You hereby grant to SAi a perpetual, irrevocable, royalty-free and worldwide license to use, test, copy, publicly display, publicly perform or demonstrate the Submission (and any graphics or snapshots of the Submission or any part thereof), and, as designated as part of your Submission: (a) distribute, license, and sublicense the Submission, or (b) place a link to a website in connection with the Submission.

3. By uploading Submissions to the Site You agree not to (a) disrupt or interfere with any other user's enjoyment of the Site, (b) upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive or destructive files, (c) create a false identity, (d) not to use or attempt to use another user's account, password, service or system with the authorization from SAi and (e) disrupt or interfere with the security of, or otherwise cause harm to, the Site or any services, Submissions, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site.

4. SAi has the right to remove (or refuse to post) any Submission from the Site and the right to require You to remove from any Submission from the Site solely at SAi's discretion. You also understand that SAi may terminate your participation in the Site and/or otherwise prevent access to Your Submission(s) through the Site at any time. You further understand that SAi has the right to terminate the Site at any time with or without notice to You. In addition, SAi reserves the right to remove any Submission if it has a good faith belief that You have violated this Agreement and/or any law or regulation, or that such removal is necessary to comply with the law or to protect the rights of SAi or others.

5. You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, harassing, libelous, offensive, defamatory, obscene, or pornographic materials, or other materials that would violate any law or the rights of others, including without limitation, laws against copyright infringement, and rights of privacy and publicity. Violations of these restrictions may result in the denial of or limitations on access by You to the Site. You represent and warrant that each of your Submissions does not, and the intended use thereof does not, directly or indirectly, infringe or violate any third party's rights.

6. You understand and agree that this Upload License Agreement shall not be construed as prohibiting SAi from acquiring, licensing, developing for itself (or having others develop for it), marketing, and/or distributing products that are similar or competitive to your products or Submissions. In the absence of a separate written agreement to the contrary, SAi will be free to use any information you provide to SAi for any purpose, subject to your applicable patents and/or copyrights.

7. This Upload License Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between SAi and you. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.

WARRANTIES AND DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND SAI, THIS SITE AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THE SITE ARE PROVIDED TO YOU "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SAI MAKES NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) ANY ERRORS OR ANY DEFECTS IN THE SITE WILL BE CORRECTED.

THE SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. SAI MAY MAKE CHANGES TO THE SITE AT ANY TIME WITHOUT NOTICE.

THE USE OF THE SITE AND THE UPLOADING OF SUBMISSIONS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. SAI ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE DURING THE UPLOADING PROCESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAI OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

LIMITATION OF LIABILITY
To the maximum extent permitted by law, SAi will have no liability related to Submissions arising under the laws of copyright, libel, privacy, obscenity, or otherwise. SAi also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any Submissions.

IN NO EVENT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL SAI, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY DAMAGES IN EXCESS OF $50, AND (B) ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT SAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS DIRECTORY, ITS SERVICES OR MATERIALS, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE SITE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

RELEASE
You will not hold SAi responsible for any damages, costs or liabilities of any kind arising out of or in connection with your participation in the Site or any third party's useof your Submission, and you hereby release them, jointly and separately, from any and all such claims. If you are a California resident, you 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."

INDEMNITY
You agree to indemnify and hold SAi, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any damages, losses, liabilities, costs, expenses (including reasonable attorneys' fees), claims or demands made by any third party due to or arising out of content you submit, post to or transmit on the Site (including, without limitation, any Submissions), Your use of the Site, your connection to the Site, Your violation of the Agreement or Your violation of any rights of another person or entity.

LANGUAGE
It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

GENERAL
The Agreement and the other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between SAi and You with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Agreement shall continue in full force and effect. Any failure by SAi to enforce or exercise any provision of the Agreement or related right shall not constitute a waiver of that right or provision. The section titles used in the Agreement are purely for convenience and carry with them no legal or contractual effect.

This agreement shall be governed and construed under the laws of the Commonwealth of Pennsylvania as applied to Pennsylvania residents. The state and federal courts located in Delaware County, Pennsylvania shall have non-exclusive jurisdiction over all disputes relating to this agreement.