Terms of Service | Signeasy

Effective Date: March 30th, 2023
Last Updated on: April 7th, 2023

These Terms of Service (“Terms of Service”, “Agreement” or “ToS”) describe the terms under which GlykkaLLC (“We”, “Our” “Us”) provides a subscriber access to and use of Signeasy (“You”, “Your”, “Yourself” or“Subscriber”). By accessing and/or using Signeasy, a) You agree to be bound by this ToS and acknowledge having read the privacy policy located at https://signeasy.com/privacy (“Privacy Policy”). b) You warrant to Us that You are of 18 years or above and are competent to enter into this agreement c) That, in the event You are entering into this ToS on behalf of any entity/company or its group, You possess the requisite authority to bind such entities,company or its groups to this ToS. If You do not agree to this ToS, You should immediately cease using Signeasy.

1. Definitions

1.1. “API” shall mean any application programming interface conducted to render Services under these Terms.
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1.2. "API Keys” shall mean and include the credentials used to authenticate and authorize the user (or their users) to access their resources via the API service we offer.
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‍1.3. “Confidential Information” shall mean all information disclosed by one Party to the other Party which is intangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For Purposes of These ToS, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known andmade generally available in the public domain prior to the time of disclosure by the disclosing party; (b)becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
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1.4. “Customer Data” means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to Signeasy by You through Your account in connection with Your use of Signeasy.
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1.5. “End User” means any person or entity other than You or Your Users with whom You interact using Signeasy.
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1.6. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference toan identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
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1.7. “SDK” shall mean and include the Software Development Kit used to provide API services.

1.8. “Sensitive Personal Information” means information that relates to an individual’s racial or ethnic origin,political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offenses or convictions, as well as any other information deemed sensitive under applicable data protection laws.
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1.9. “Signeasy” shall mean the cloud-based solution proprietary to Us enabling Subscribers to sign and fill documents, and/or send documents for signatures via a phone, tablet or computer, including individually and collectively the Website(s) www.signeasy.com, the webapp app.Signeasy.com, the Signeasy iOS and Android Mobile applications, and any other software/interface (owned by Us) on any other platform which may allow you to access and/or use Signeasy
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1.10.“Subscription Plan” means the pricing plan subscribed to as listed on Signeasy’s website, mobile applications, web application or specified in a service order form, detailing particular features and functionalities in the Signeasy that You wish to avail and the Subscription Term, whether free or paid.
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1.11.“Subscription Term” shall mean the period during which You have agreed to subscribe to Signeasy specified in a relevant Subscription Plan.
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1.12.“Third Party Services” shall mean third party application(s) or service(s) integrating with Signeasy through APIs or otherwise enabled through Signeasy, and shall not include sub-contractors engaged by Us.
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1.13.“User” shall mean those who are designated users within Signeasy, including an account administrator,agents and other designated users.

1.14.“Website(s)” shall mean the websites owned and operated by Us, including www.signeasy.com.

2. Service(s) provided to Subscribers

2.1. Subject to Your compliance with this ToS, during the Subscription Term and also during the Free Trial period, before subscription starts, You shall have the limited, non-exclusive and revocable license to use and access Signeasy for Your internal business purposes in accordance with the applicable Subscription Plan.
2.2. Signeasy provides an array of features and functionalities, including inter alia:

The ability for Subscribers to upload files that require information/signatures to be filled in(“Documents”) on Signeasy
Identify and highlight the fields of information that need to be filled into the same (such as name, date,signature etc.);
Identify and send the Documents to a particular person(s)/entity;
Assist the recipients of Documents with the process of filling in the information/signing the Documents;
Providing regular email updates and reminders to all parties involved in the revision or execution of a document;
On completion, sharing the fully signed and executed version of the Document with all involved parties, including providing details of date and time when each field of information was filled in/signature added;

2.3. We reserve the right, in Our sole discretion, to modify or replace all or any part of the ToS, or add, change,suspend, or discontinue all or any part of the services at any time by posting a notice on Signeasy and by sending You an email (as it deems fit). Your continued use of Signeasy following the posting of any changes to the services (including the addition or removal of features) constitutes Your acceptance of those changes. Any information You provide to us for the purposes of registering and setting up Your account (as specified below) shall be considered as accurate, complete and updated. You are solely responsible for the activity that occurs on Your account (including those of other users) and for maintaining the security of Your account and any information You input. We are not responsible for the accuracy or legitimacy of any information, data, or content uploaded or posted by You or any of Your employees/agents on Signeasy
during your usage of the services. Any reliance by You on any information or content provided by any other user will be Your responsibility. You understand and agree that We will not be liable for any damages, losses, harm or costs incurred by You as a result of the above.

2.4. You will immediately notify Us in writing of any unauthorized use of Your account, or any other account-related security breach of which You are aware, so that We may immediately work with You to rectify the same and restore the integrity and security of Your account and information.

3. Registration and Account Integrity

3.1.    As part of the registration process/for creating Your account, You will need to accept Our Terms of Service,and also provide Us with Your name (or the name of Your organization/company), Your phone number,and Your email ID. You will be required to create a password in order to secure and limit access to Your account. We do not have access to and do not at any time request You to provide Us with access to yourpassword, unless You have given Us explicit written permission to access Your account pursuant to a request for assistance or support.

3.2.    You shall ensure that the information You provide is accurate, secure, and not misleading. You shall not create an account username and password using (i) the names and information of another person; or (ii)using words that are the trademarks or the property of another party (including Ours); or (iii) words that are vulgar, obscene or in any other way inappropriate.

3.3.    On the creation of Your account, You can modify Your login credentials at any time. If for any reason You suspect that Your username and password has been disclosed to or obtained by another party, You should contact Us immediately so that we may work with You to restore the integrity of Your account

4. Acceptable Use

4.1. Your access and use of Signeasy is restricted to the specified number of individual Users as specified in the relevant Subscription Plan. Each User shall be identified using unique login information such as user names and passwords (“User Login”) and such User Login shall be used only by one individual.
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4.2. Signeasy is provided only for Your own personal and also for commercial use and You may use Signeasy for the purposes of sharing and executing Documents with third-parties during the course of Your business transactions. You agree not to (and permit any third party to):

license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare disassemble, reverse engineer, decompile or make Signeasy available to any third party for any direct commercial benefit,other than Users in furtherance of Your internal business purposes as expressly permitted by this ToS;
modify, adapt, or hack Signeasy or otherwise attempt to gain or gain unauthorized access to Signeasy orrelated systems or networks;
use Signeasy, store or transmit Sensitive Personal Information;
use Signeasy, store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations;
access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with Signeasy;
use Signeasy to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
use Signeasy to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software;
“crawl,” “scrape,” or “spider” any page, data, or portion of or relating to Signeasy (through use of manual or automated means);
impersonate any person or entity.
take any action that imposes or may impose an unreasonable or disproportionately large load on Our (or Our third party providers’) infrastructure;
interfere or attempt to interfere with the proper working of Signeasy;
bypass any measures We may use to prevent or restrict access to Signeasy (or parts thereof)

4.3.    We shall, upon obtaining knowledge by Ourself or being brought to actual knowledge in writing or through email about any information provided by You being in contravention of this clause, be entitled to disable such information.

4.4.     Export Control: You shall not export, directly or indirectly, any technical information or products using such information acquired from the other Party under these ToS to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so in accordance with applicable law. You further agree not to use Signeasy for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
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4.5.    Usage Limitations (Fair Usage Policy): You agree that during the course of Your usage of Signeasy and during the Subscription Term, You shall not, unless otherwise explicitly specified/permitted by Us, sign, or share with third-parties for signing. We may at any time monitor and track Your usage of Signeasy. If We identify abnormal increase in document volume, and doesn't substantiate their use case and appears as misuse of the product/service, We may either:

Terminate the subscription with or without prior notice and impose additional charges to the extent of usage under our standard API overage pricing (per document) and/or denial of issuance of partial/full refunds.; OR
Re-negotiate Your Subscription Plan, so as to customize and align the same with Your revised usage requirements.
In our sole discretion We may limit your use of APIs or SDKs, such as by limiting the number or typeof calls accepted by or to an API if we believe that the number of calls may negatively impact the API,the Software, or the Service.; OR
Re-negotiate Your Subscription Plan, so as to customize and align the same with Your revised usagerequirements. This will include scenarios when we change the plans after sufficient prior notice will beprovided.

4.6. Customer Data: You represent and warrant to Us that You own or have the necessary rights to transmit the Customer Data to Us and that doing so does not violate any third-party rights, including intellectual property, publicity, proprietary or privacy rights, and any applicable laws, rules, and regulations. Upon becoming aware of a breach of the foregoing representation, We may modify or delete parts of Your profile information at our sole discretion with or without notice to You.If You receive any take down requests or infringement notices related to Customer Data, You must promptly: (i) stop using the related datum with Signeasy; and (ii) notify Us. If We receive any take down requests or infringement notices related to Customer Data, We may respond in accordance with its policies, and will notify and consult with You on next steps.You further warrant that Your collection and use of any Personal Data while using Signeasy complies with all applicable data protection laws, rules, and regulations. You acknowledge that We may process such Personal Data in accordance with Our Privacy Policy.

4.7. Electronic Signature: You acknowledge and agree that: (i) as between You and Us, You have exclusive control and responsibility with respect to the Customer Data, including any documents used with Signeasy; and,(ii) certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them; and, (iii) You are solely responsible for ensuring that the documents, agreements or contracts You use with Signeasy are appropriate for electronic signatures, and We are not responsible or liable for any such determination or use; and, (iv) Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers and that You are solely responsible for ensuring compliance with all such laws/regulations, and We have no obligations to make such determination or assist with fulfilling any requirements therein.

If You are using an API or other service that allows You to perform any End User/participant/signerauthentication, then You are solely responsible for determining the reliability, validity, and legalityof that third party digital certificate, service, or process and agrees that Signeasy is not responsibleto determine whether any such digital certificate, service, or process is reliable, valid, or legal; andliable for such authentication.
If You use the bulk signing feature, then You are solely responsible for ensuring that such method of signature complies with requirements under applicable laws to be valid electronic signatures.

4.8. Compliance with applicable laws: The use of the Signeasy may be governed by the laws of different countries or regions, and You agree to abide by such local laws. You agree that Your use of any electronic signatures will be valid as any manual signatures if authorized by local law, and You will ensure that Your use of electronic signatures is in conformance with applicable local laws and regulations.
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4.9. Electronic Communication: By using Signeasy, You agree to receive certain communications in connection with Your usage of Signeasy. The communications between You and Us use electronic means, whether you use Signeasy or send Us emails, or any communication We may send to You via email. For contractual purposes, You (i) consent to receive communications from Us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that We provide to You electronically satisfies any legal requirement that such communications would satisfy if it were to be a hardcopy in writing.

5. Intellectual Property Rights

5.1.    Signeasy Intellectual Property. Except for the rights granted to You under clause 1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to Signeasy, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us, irrespective of any use of the words “purchase”, “sale” or similar terms.

5.2.    Customer Data. As between the parties, You retain all right, title, and interest (including any intellectual property rights) in and to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You hereby grant Us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide, maintain, support and improve Signeasy or as otherwise permitted in this TOS.
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5.3.    Data Trail: You agree that We will have the right to collect certain analytical information pertaining to Your account (“Data Trail”) to conduct research, analysis and development activities (including but not limited to data analytics, surveys and/or profiling) to improve Our services and facilities in order to enhance Your relationship with Us or for Your benefit, or to improve any of Our services for Your benefit.

5.4.    Feedback. If You provide any suggestions, comments, improvements, enhancements, requests, recommendations, information, ideas or other feedback or related materials to Us (collectively, “Feedback”), You hereby grant Us a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this ToS limits Our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
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5.5.    All rights not expressly provided to You herein are reserved.

6. Third Party Services

6.1. You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party. We make no representations or warranties as to the quality, suitability, functionality, or legality of any Third-party Services to which links may be provided and/or integrations enabled, and You hereby waive any claim You might have against Us with respect to such. You agree that We are not responsible for Your enablement, access or use of such Third-party Services, including Your data processed by such third party, or for any loss or damage of any sort incurred as the result of any such use or as the result of the presence of such Third-party Services.

6.2. You should contact that Third- party service provider for any issues arising in connection with use of such Third-party Service.

7. Charges and Payment

7.1.    Charges: All charges associated with Your account shall be based on the Subscription Plan (“Charges”) You choose. The Subscription Charges are due in full and payable in advance in accordance with clause 7.2, when You subscribe to Signeasy. We reserve the right to change the prices, features, or options included in a particular Subscription Plan, provided that such changes shall not take effect until your next applicable Subscription Term.

7.2.    Payment: By subscribing to a Subscription Plan, You authorize Us to charge Your payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Your Subscription Plan) without an invoice. You expressly authorize Us to charge Your payment method (such as a credit card) for the applicable Subscription Charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term or until You cancel Your subscriptions.

7.3.    The subscription charges are due in full and payable in advance in the form of card payment. If the card payment fails, You must provide new card details with sufficient balance/credit limit within 7 days of receiving payment failure notification from us. If the payment isn't made within that period, We reserve the right to terminate the subscription and claim any pending payments along with interest accrued.
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7.4.    If We have offered You in writing, the facility of offline payment, You must make the payments via wire transfer/ACH prior to the start of the subscription or before the renewal date (whichever is applicable) and under special circumstances solely under Our discretion might be given up to 15 days after the subscription starts or renewal to make such payments.If We have offered You in writing the facility to make offline payments via checks (US customers only), You should mail the check at least 30 days before the start of the subscription or renewal to our SF address.
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7.5.    For overages, We will calculate the overages till the last day of the month and charge the overages manually on the card we have on file on or before the 15th of the subsequent month. We do not offer offline payment options (wire transfer/ACH/check) for overage collection for API customers.
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7.6.    Updates: If You exceed Your Subscription Plan’s usage limits, You will be automatically upgraded into the next highest Subscription Plan and You expressly acknowledge and agree that You will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if You did not use the full usage allotment of the applicable Subscription Plan.
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7.7.    Refunds: Unless otherwise specified in this ToS, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of Signeasy.
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7.8.    Late Payments/Non-payment of Subscription Charges: We will notify You in the event We do not receive payment towards Subscription Charges within the due date. We must receive payments within a maximum of ten (10) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of Signeasy until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your account.

7.9.    Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).

8. Term, Termination and Suspension

8.1.    The Subscription Term shall be set forth in a relevant Subscription Plan.
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8.2.    Termination by You: You can cancel Your Subscription Plan at any time. You will be billed only for the current year or month or billing cycle. However, partial refund will be provided only under special circumstances but no refund will be provided outside the window of the cancellation for new purchases, and Your account will continue to be in the existing Subscription Plan till Your subscription expires.

8.3.    Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your account or Signeasy if You are in violation of this ToS. We will notify You if your activities violate this ToS and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your account shall be terminated. Further, We also reserve the right to terminate Your account at any time by written notice due to business reasons which shall include discontinuation of Signeasy.

8.4.    Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate this ToS with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.

8.5.    Effect of Expiration of paid subscription-: Following termination of Your account either by Yourself or Us, We downgrade the account to a basic plan and reserve the right to delete all customer data only after our company retention period after 3 years of the date of termination. We will inform You in advance about this impending data deletion. All provisions of the ToS, which by their nature should survive termination, shall survive termination, including without limitation, warranty disclaimers, indemnity and limitations of liability

9. Confidentiality; Data Privacy and Security

9.1.    If You choose, or are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of this ToS. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your account as a result of your non-compliance of obligations under this clause.

9.2.    Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these ToS, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this ToS and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.

9.3.    We shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Us.

9.4.    You acknowledge that We shall Process Personal Data only to provide, maintain and improve Signeasy, or prevent or address any technical problems, or at Your request in connection with support requests and in accordance with these ToS and Our Privacy Policy. We shall not Process Personal Data for any purposes other than what is mentioned in these ToS and Our Privacy Policy.

9.5.    You understand and acknowledge that, in connection with the use of Signeasy by Yourself, Users and/or End Users, We Process any Personal Data only on Your behalf and as a data processor.

9.6.    You acknowledge and agree that We may access or disclose information about You, Your account, Users, including Customer Data in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

9.7.    We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.

9.8.    Where We are the Processors of Personal Data originating in the United Kingdom, European Economic Area and/or Switzerland, please contact us at [email protected] in order to enter into standard contractual terms for transferring of Personal Data outside the EEA, Switzerland and/or the United Kingdom. Please refer to the Customer Data Processing Agreement for more details.

10. DISCLAIMER OF WARRANTIES

Signeasy IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT Signeasy, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE (A) UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) FREE FROM ANY DEFECTS OR ERRORS; (C) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Indemnification

You shall defend, indemnify, and hold harmless Us, Our affiliates/subsidiaries and each of its affiliates’/subsidiaries’, directors, officers and agents from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to third-party claims attributable to (i) Your acts or omissions in connection with clause 6 of this ToS ; or (ii) Your violation of , any applicable law, regulation or policy, provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We shall fully cooperate with You in connection therewith.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR RESELLERS,) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF GOODWILL OR OPPORTUNITY, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (II) FOR YOUR RELIANCE ON THE SERVICE; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS; OR (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR RESELLERS, RELATING TO Signeasy, WILL BE LIMITED TO THE LESSER OF A) THE SUBSCRIPTION CHARGES PAID BY YOU OR B) AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR Signeasy PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

13. Miscellaneous

13.1.    Assignment: These ToS and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of our rights and obligations hereunder without Your prior written consent. These ToS bind, and insure to the benefit of, the Parties and their respective successors and permitted assigns.

13.2.    Amendment: We may amend this ToS from time to time, in which case the new ToS will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any amendments to these ToS and Your continued use of Signeasy following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.

13.3.    Severability; No Waiver: If any provision in this ToS is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these ToS shall remain in effect. Our non-exercise of any right under or provision of these ToS does not constitute a waiver of that right or provision of these ToS.

13.4.    Relationship of the Parties: The Parties are independent contractors. These ToS do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

13.5.    Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 1 (Definitions), 5 (Intellectual Property Rights), 7 (Charges and Payment), 8 (Term, Suspension and Termination), 9 (Confidentiality, Data Privacy and Security), 10 (Disclaimer of Warranties), 11 (Indemnification), 12 (Limitation of Liability) and 13 (Miscellaneous) shall survive any termination of Our agreement with Yourself regarding the use of Signeasy. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these ToS.

13.6.    Notices and Consent to Electronic Communications: All notices from Us under these ToS may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You while subscribing to Signeasy; or (ii) electronic mail to the e-mail address provided to Your account. Our address for a notice is: [email protected] by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

13.7.    Publicity Rights: You hereby grant Us a right and license to use Your trademark or logo to identify You as Our customer on Our Website(s), marketing collateral and/or to include Your use of Signeasy in case studies.

13.8.    Governing Law and Dispute Resolution: These ToS shall be governed by the laws of the United States of America without regard to any conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts at the state of Texas. Any dispute, claim or controversy arising out of or relating to these ToS or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these ToS to arbitrate, shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules (“AAA Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English. The dispute shall be resolved by a sole arbitrator who shall be appointed in accordance with the AAA Rules. The decision of the sole arbitrator shall be final and binding on the Parties.

13.9.    Entire Agreement: This ToS, together with any Order Form(s), constitute the entire agreement, and supersede any and all prior agreements between us with regard to the subject matter hereof. This ToS and any Order Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation Subscriber or any entity that Subscriber represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. In the event of a conflict between any Order Form and this ToS, this ToS shall prevail.

13.10.    Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of Signeasy caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.

14. Support and Contact

We offer email-based/online support and query-resolution tools. You may access support resources or contact Our support by emailing at [email protected]. We shall use commercially reasonable best efforts to respond to Your request for support, or to fix any problems You may be having, as is applicable. Any suggestions by Us to You regarding use of Signeasy shall not be construed as a warranty.