Terms of use

These Signmarine Terms of Service (the “Terms” or the “Agreement”) govern access to and use of the Signmarine websites and services (collectively “Signmarine Service”) provided by Signmarine Project, Inc. dba Signmarine (“Signmarine”, “we” or “us”) to you. You may be considered a visitor to our Properties (“Site Visitor”), or an individual and/or entity that creates an account or purchases/uses the Signmarine Services (collectively “Customer”). Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable. Please note that we may modify these Terms as further described in the amendments section below, so you should make sure to check this page from time to time. Our Privacy Policy explains how we collect and use your information, our Acceptable Use Policy outlines your responsibilities when using our Services, and our Service-Specific Terms contains terms that may be applicable to particular services. By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and the Service-Specific Terms.

ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.

1. OVERVIEW OF THE SIGNMARINE SERVICES ‍

Signmarine provides a suite of products and services that allow Customers to streamline complex transactions through innovative digital solutions such as electronic fax, electronic signature, and workflow automation. Signmarine also provides application programming interfaces (the “API”) that allow Customers to build integrated fax, signature or workflow automation solutions within a Customer’s websites, applications, or other properties (“Customer Properties”).

‍2. SERVICE SPECIFIC TERMS. ‍

Certain Signmarine products have specific terms (“ Service Specific Terms ”). In case of a conflict between the applicable Service Specific Terms for a certain product and these Terms, the Service Specific Terms will control.

‍3. ACCOUNT REGISTRATION AND USE.

3.1 Customer and its Authorized Users (as defined below) may need to register for an Signmarine account to place orders or to access or use a Signmarine Service. Account information must be accurate, current, and complete, and will be governed by Signmarine Privacy Policy . Customer agrees to keep this information up-to-date so that Signmarine may send notices, statements, and other information by email or through the Service. Customer must ensure that any passwords, and other access credentials (such as API tokens) for the Signmarine Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any Signmarine Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify Signmarine immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others. You may only use this Site and the Services if you are 18 years of age or older, able to legally agree to these Terms, and not a competitor to Signmarine (or developing any competing and/or similar products or services). You may also allow your Authorized Users (as defined below) to use and access the Signmarine Services on your behalf.

3.2 An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the Signmarine Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.

4. USE AND ACCESS RIGHTS

4.1 Limited License.

Subject to these Terms, Signmarine grants to Customer a limited, non-exclusive, non-transferable license to use and access the Signmarine Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”).

4.2 General Restrictions.

Customer must not (and must not allow any third party to): i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Signmarine Service to a third party (except Authorized Users or as permitted under the Service Specific Terms ); ii. incorporate the Signmarine Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein; iii.publicly disseminate information regarding the performance of the Signmarine Service (which is deemed Signmarine’s Confidential Information); iv. modify or create a derivative work of the Signmarine Service or any portion of it; v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Signmarine Service, except to the extent expressly permitted by applicable law and then only with advance notice to Signmarine; vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Signmarine Service, or configure the Signmarine Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees; vii. distribute any portion of the Signmarine Service excepted as permitted herein; viii. access the Signmarine Service for the purpose of building a competitive product or service or copying its features or user interface; ix. use the Signmarine Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Signmarine’s prior written consent; or x. remove or obscure any proprietary or other notices contained in the Signmarine Service, including in any reports or output obtained from the Signmarine Service. xi. use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.

4.3 Beta Releases and Free Access Subscriptions.

Signmarine may provide Customer with a Signmarine Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Signmarine Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Signmarine may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH SIGNMARINE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Signmarine makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Signmarine may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Signmarine’s sole discretion, without liability.

5. OWNERSHIP AND FEEDBACK

5.1 Customer Data.

As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the content and documents that Customer uploads into the Signmarine Service (excluding any Signmarine intellectual property) (the “Customer Data”). Customer hereby grants Signmarine 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 the Signmarine Service or as otherwise permitted in these Terms. Customer expressly authorizes Signmarine to use and process Customer Data (including any Confidential Information contained therein) as described in these Terms and in the Signmarine Privacy Policy , which provides for, but is not limited to, delivering and sharing of content and documents as directed by Customer’s use of the Signmarine Services with third parties (e.g. individuals/legal entities) that Customer invites to view, approve or sign such contents and documents. These licenses and permissions extend to our affiliates and trusted third parties we work with.

5.2 Aggregate/Anonymous Data.

Customer agrees that Signmarine will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Signmarine, which Signmarine may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Signmarine’s products and services and to create and distribute reports and other materials). For clarity, Sign will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for Signmarine’s use of aggregate or anonymous data.

5.3 Signmarine Intellectual Property.

This is a subscription agreement for access to and use of the Signmarine Services. Customer acknowledges that it is obtaining only a limited right to use the Signmarine Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that Signmarine (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Signmarine Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Signmarine’s Confidential Information) and that Signmarine reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Signmarine Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Signmarine Service and that Signmarine at its option may make updates, bug fixes, modifications or improvements to the Signmarine Service from time-to-time.

5.4 Feedback.

If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Signmarine (collectively, “Feedback”), Customer hereby grants Signmarine 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 these Terms limits Signmarine’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

6. PRIVACY & SECURITY

6.1 Signmarine Privacy Policy.

The information you provide to us or that we collect will be used as described in these Terms and in the Signmarine Privacy Policy (currently available here ). Please carefully read the Signmarine Privacy Policy as it contains important details about our collection, use and retention of information.

6.2 Security.

Signmarine protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.

7. CUSTOMER OBLIGATIONS

7.1 Customer agrees to:

(i) maintain a legally-adequate privacy policy on its Customer Properties, and provide all required disclosures; (ii) obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Signmarine the rights and licenses set out in these Terms; (iii) use the Signmarine Service in compliance with Signmarine’s then-current Acceptable Use Policy ; and (iv) not take any action that would cause Signmarine, the Signmarine Service or APIs to become subject to any third-party terms (including open source license terms).

7.2 Customer represents and warrants that its Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to Signmarine complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the Signmarine Service; and (ii) notify Signmarine. If Signmarine receives any take down requests or infringement notices related to Customer Data, Signmarine may respond in accordance with its policies, and will notify and consult with the Customer on next steps.

7.3 Electronic signature responsibilities: Customer acknowledges and agrees that: (i) as between Signmarine and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; 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) Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and Signmarine is 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, Customer is solely responsible for ensuring it complies with all such laws/regulations, and Signmarine has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.

8. PAYMENT TERMS

8.1 Subscription Plan.

The prices, features, and options of the Signmarine Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). Signmarine does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.

8.2 Recurring Charges and Upgrades.

By signing up for a Subscription Plan, Customer authorizes Signmarine to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. Customer expressly authorizes Signmarine to charge its 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 and any applicable Renewal Term, or until Customer cancels all of its subscriptions. If Customer exceeds their subscription plan’s usage limits, Customer will be automatically upgraded into the next highest Subscription Plan and Customer expressly acknowledges and agrees that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if Customer did not use the full usage allotment of the applicable Subscription Plan.

8.3 Taxes.

Signmarine’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Signmarine. Customer will not deduct any applicable taxes from the payments to Signmarine, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Signmarine receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

8.4 Auto-renewals and Trials.

IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO SIGNMARINE FOR THE SERVICES, SIGNMARINE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY SIGNMARINE THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.

8.5 Purchase Orders.

Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify Signmarine at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of Signmarine services.

8.6 No Refunds.

Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Signmarine subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.

8.7 Late Fees & Collection Costs.

Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Signmarine for any costs or expenses incurred by Signmarine to collect amounts that remain unpaid after the due date. Amounts due to Signmarine may not be withheld of offset by you against amounts due for any reason.

9. TERM AND TERMINATION ‍

9.1 Term.

These Terms are effective until all Subscription Terms for the Signmarine Services have expired or are terminated as expressly permitted herein.

9.2 Subscription Term and Renewals.

Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable Signmarine Service. Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new order form, or order form changes will be at Signmarine’s then-applicable rates.

9.3 Suspension of Service.

Signmarine may suspend Customer’s access to the Signmarine Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. Signmarine may also suspend Customer’s access to the Signmarine Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Signmarine Service. Signmarine will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Signmarine will cooperate with Customer to promptly restore access to the Signmarine Service once we verify that Customer has resolved the condition requiring suspension.

9.4 Termination for Cause.

Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

9.5 Effect of Termination.

Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Signmarine Service; (b) delete (or, at Signmarine’s request, return) any and all copies of any Signmarine code, documentation, passwords or access codes, and any other Signmarine Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable Signmarine Service will cease and Signmarine may delete the Customer Data at any time after 30 days from the date of termination. If Signmarine terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

9.6 Survival.

The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); and 15 (General).

10. CONFIDENTIAL INFORMATION ‍

10.1 Confidential Information “Confidential Information” means (a) for Signmarine, the Signmarine Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party 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.

10.2 Confidentiality Obligation.

Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Signmarine, includes providing the Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.

10.3 Exclusions.

These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

10.4 Remedies.

The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

11. WARRANTIES AND DISCLAIMERS. ‍

ALL SIGNMARINE SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER SIGNMARINE NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SIGNMARINE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SIGNMARINE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT SIGNMARINE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. SIGNMARINE DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. SIGNMARINE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-SIGNMARINE SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION OBLIGATIONS ‍

12.1 Customer agrees to defend, indemnify, and hold Signmarine, 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) Customer’s access to and use of the Site; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the Signmarine; or (e) any products or services purchased or obtained by Customer.

12.2 Signmarine retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. Signmarine reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Signmarine and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. Signmarine will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.

13. LIMITATIONS OF LIABILITY ‍

13.1 Disclaimer of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIGNMARINE OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.

13.2 Cap on Damages.

SIGNMARINE’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SIGNMARINE FOR THE APPLICABLE SIGNMARINE SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, SIGNMARINE’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).

13.3 Exceptions.

NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.4 Failure of Essential Purpose.

EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY SIGNMARINE SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. THIRD PARTY PRODUCTS AND CONTENT ‍

Signmarine may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Signmarine is not responsible for these third-party products or content. Signmarine makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that Signmarine is 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 third-party products or third-party content.

15. GENERAL

‍ 15.1 Assignment.

These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Signmarine may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.

15.2 Notices.

Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Signmarine, in English, at the following address, hello@signmarine.com, and include “Attention: Legal Department” in the subject line. Signmarine may send notices to the email addresses on Customer’s account or, at Signmarine’s option, to Customer’s last-known postal address. Signmarine may also provide operational notices regarding the Signmarine Service or other business-related notices through conspicuous posting of the notice on Signmarine’s website or the Signmarine Service. Each party consents to receiving electronic notices. Signmarine is not responsible for any automatic filtering Customer or its network provider may apply to emails.

15.3 Publicity.

Unless otherwise specified in an applicable Order Form, Signmarine may use Customer’s name, logo, and marks to identify Customer as a Signmarine customer on Signmarine’s website and other marketing materials.

15.4 Subcontractors.

Signmarine may use subcontractors and permit them to exercise the rights granted to Signmarine in order to provide the Signmarine Service and related services. These subcontractors may include, for example, Signmarine’s hosted service and email providers. However, subject to all terms and conditions of these Terms, Signmarine will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Signmarine Services if and as required under these Terms.

15.5 Subpoenas.

Nothing in these Terms prevents Signmarine from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Signmarine will use good faith efforts to notify Customer where permitted to do so.

15.6 Independent Contractors.

The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of Signmarine or is otherwise authorized to bind or commit Signmarine in any way without Signmarine’s prior written authorization.

15.7 Force Majeure.

Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

15.8 Export Control.

Customer acknowledges that the Signmarine Services, documentation, website, and all related products, information, technology, and software are subject to export control laws and regulations of the United States (including, but not limited to, the US Export Administration Act, sanction regulations from the U.S. Department of Treasury Office of Foreign Assets Control [“OFAC”]), and of other jurisdictions. Customer is responsible for obtaining any required export or import authorizations for use of the Signmarine Services. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the Signmarine Service in violation of any U.S. export embargo, prohibition or restriction.

15.9 MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We Both Agree to Arbitrate. You and Signmarine agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at hello@signmarine.com . Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Delaware, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Exceptions to Agreement to Arbitrate. Either you or Signmarine may assert claims, if they qualify, in small claims court in Delaware or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Delaware state to resolve your claim. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.

15.10 Amendments; Waivers.

Any modification or amendment to these Terms must be made in writing and executed by an authorized representative of each party. However, if Signmarine modifies these Terms or any applicable Service Specific Terms during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal. In addition: (a) If Signmarine launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use; (b) changes to any terms will take effect immediately for Free Access Subscriptions; and (c) during a Subscription Term, Signmarine may update Signmarine’s Security page, Privacy Policy, Acceptable Use Policy, and Service Specific Terms from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer’s rights or create substantial additional Customer obligations during a Subscription Term. Signmarine’s documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term Signmarine may update the documentation to reflect best practice with the relevant Signmarine Service, provided that these changes do not substantially diminish Customer’s rights or create substantial Customer obligations. In the event of any conflict between these Terms and any order form, these Terms will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party. The waiver by either you or Signmarine 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.

15.11 Severability.

If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.

15.12 No Third-Party Rights.

Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.

15.13 Entire Agreement.

These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Signmarine Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.

15.14 Governing Law & Venue.

These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in the federal or state court of competent jurisdiction located in Delaware, U.S.A.

15.15 Language and Translations.

Signmarine 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.

15.16 How to Contact Us.

If you have any questions about these Terms, please contact us at hello@signmarine.com.

Service Specific Terms

Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Terms of Use and Privacy Policy. ‍ SIGNMARINE (END USER AND WEBAPP)

1. Service Description. Signmarine is an electronic signature service which allows Customers to display, deliver, acknowledge, store, and electronically sign documents. ‍
2. Authentication. A person signing a document via Signmarine must either have a Signmarine account, use a guest account, or have received a request for signature in their email account. ‍
3. Audit Trails. Documents completed in Signmarine include an audit trail that contains information that helps track your document through its lifecycle. This information includes, but is not limited to, unique document ID generated by Signmarine, email addresses of the sender and recipient(s), IP addresses of the sender and recipient(s), and track events (such as date, time, and located when the following events occur - document uploaded, document viewed, document removed, document sent, document signed, decline to sign, signer email address updated, signer access code authenticated, signature request cancelled).

SIGNMARINE API

1. Service Description. Signmarine Application Programming Interface (“Signmarine API”) allows Customers to easily integrate or embed the Signmarine electronic signature solution into its application or workflow, creating a clean, branded, and seamless online experience allowing users to complete legally-binding agreements or transaction with your company and/or their customers.

2. Authentication. To the extent that Customer elect to use the Signmarine API to enable embedded features on Customer Properties, Customer is required to authenticate the identity of each signer/end user through email confirmation or such other means that Signmarine may approval in its sole discretion. Customer is solely responsible and liable for such authentication and will indemnify, defend and hold Signmarine harmless against any claim related to such authentication.

3. Signature Requests. A “Signature Request” is the transaction that takes place when Customer initiates a new signature process and make a corresponding call to the Signmarine APIs. For example, if you call “signature_request/send” to send out documents for signature, this will constitute one (1) Signature Request. Note that a single Signature Request can be used to gather signatures from multiple signers in cases where they are all involved in the same contract.

4. API Keys. In order to use the Signmarine APIs, Customer must obtain its unique API credentials (an “API Key”) via the registration process. Customer is solely responsible for all activity associated with its API Key, regardless of whether it has knowledge of such activity. Customer must not share its API Key with any third party, shall keep such API Key secure, and shall use it as Customer’s sole means of accessing the Signmarine API.

5. Transactions.

a. Limits. Customer can make up to 300 requests per minute for standard API requests, and 50 requests per minute for higher tier API requests. In test mode, Customer can do 25 requests per minute. Collectively the above are “Transaction Limits.” Please contact our sales department if you wish to increase your Transaction Limits.

b. Rate Limits. Signmarine may be required to limit or suspend your use of the Signmarine APIs when such suspension or limited are necessary to prevent harm or liability to other customers/individuals, or to preserve the security, stability, availability or integrity of the Signmarine Services.

6. Properties. Only those Customer Properties that have been approved by Signmarine may access and use the Service. Signmarine reserves the right to reject any Customer Property, for any reason, in its sole discretion, including but not limited to ensure that you comply with the Terms of Use and the Acceptable Use Policy. Furthermore, you will ensure that the Customer Properties contain terms of service and privacy policies that are consistent with the terms of this Agreement.

7. API Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly: (a) create an API client that functions substantially the same as the Signmarine APIs; (b) make any use of the Signmarine APIs for any purpose independent of the Customer Properties; (c) misrepresent the source or ownership of the Signmarine APIs or remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the Signmarine APIs; or (d) interfere with or disrupt the Signmarine APIs or the servers or networks providing the Signmarine APIs or Service.

8. Customer Applications. Customer may use the Signmarine APIs to develop applications and/or embedded signing experiences for use by Customer or Customer’s clients and their respective end users (collectively “Customer Applications”). Customer shall be solely responsible for the Customer Applications and shall ensure it has: a) provided its customers, clients, and end users with the applicable terms (including privacy terms) that authorize Signmarine to provide the Services hereunder, and b) the proper authority and/or authorization to share user or signer information (including personally identifiable information) with Signmarine.

THIRD PARTY INTEGRATIONS / CONNECTORS

1. Service Description. Third Party Integrations help connect Signmarine with the services you already use to power your business.

2. Eligibility. To use a Signmarine integration you must be a customer of Signmarine and a customer of the service you want to use the integration with. Some integrations may require that you approve the use of such service and/or consent to the transfer of your information/data between Signmarine and the third-party service.

3. Third Party Content and Products. You are solely responsible for the use of such integration, third party service, and ensuring that you have the proper rights and permissions to share data between Signmarine and the third-party services. You understand that the Third-Party Integrations may provide Customer with access to Third Party Content and to Third Party Products that may access Customer’s instance of the Signmarine Services and export, delete or otherwise alter Customer Data (including Customer’s Confidential Information).

4. Disclaimer. Signmarine does not warrant or directly support third party integrations, Third Party Content, Third Party Products (whether or not these items are designated by Signmarine as “powered”, “verified” or otherwise) and disclaims all responsibility and liability for these items and their access to the Signmarine Services, including their modification, deletion, disclosure or collection of Customer Data.

Acceptable Use Policy

In connection with use of any Signmarine Service, website or system (collectively, the “Signmarine Platform”), you must not:

• Post or transmit abusive messages, defamatory, libelous, false or misleading statements, hate speech, or messages that incite or threaten violence;
• Transmit spam, chain letters, or unsolicited messages (including email);
• Impersonate another person, misrepresent your affiliation with another person or entity, engage in fraud, or hide or attempt to hide your identity;
• Access any unauthorized part of the Signmarine Platform;
• Interfere with the normal functioning, integrity or operation of the Signmarine Platform;
• Upload or transmit invalid data, viruses, worms, harmful code, malware, or other software agents;
• Decipher or decrypt transmissions, circumvent any access, authentication or copy restrictions of, or otherwise attempt to compromise the security of the Signmarine Platform (including another user’s account);
• Attempt to probe, scan or test the vulnerability of any part of the Signmarine Platform without proper authorization;
• Attempt to modify, or gain unauthorized use of or access to, another user's account(s), website(s), application(s), system(s), equipment or data;
• Collect or harvest any personally identifiable information, including account names, from any other user’s account;
• Use the Signmarine Service or other parts of the Signmarine Platform in violation of any applicable law or regulation, including privacy laws in applicable jurisdictions; or
• Upload, use or transmit any content, data or materials that violate applicable laws or regulations.

Without limiting any other remedies available to it, Signmarine may in its sole discretion suspend or terminate access to the Signmarine Platform for violations of this Acceptable Use Policy, to prevent harm to other parties, or to preserve its security, availability or integrity. Terms not defined in this Acceptable Use Policy will have the meaning set forth in the applicable agreement between you and Signmarine.

Legality statement

ELECTRONIC SIGNATURES ARE LEGAL

‍ Signmarine provides you with a legally binding eSignature solution for your contract needs. Signmarine complies with the requirements of the U.S. Electronic Signature in Global and National Commerce Act of 2000 (ESIGN), the Uniform Electronic Transactions Act (UETA), and the European Union eIDAS (EU No.910/2014) regarding electronic signatures and transmissions, thus making eSignatures fast, easy, and legally binding. ‍

Electronic signatures are valid and legally binding in a majority of countries around the world. Most countries have realized how burdensome ink signatures have become in our fast-paced and globalized economy: Ink signatures slow down the contracting process and create a paper management problem. ‍

When selecting an eSignature provider, consider:

SIGNATURE AUTHENTICATION ‍

Signmarine authenticates document signers so you know who is signing your documents. Any person signing a document via Signmarine must either have login information for Signmarine, or have received in their email account a request for signature. To protect Signmarine user accounts, all user information transferred is 256-bit SSL encrypted, including usernames and passwords. We also seek to prevent others from accessing or using your account by imposing automated session time-outs, and emailing you every time a contract is sent to, received by, or signed under your account.

SIGNATURE AFFIXATION ‍

Each signature on a contract is imposed and affixed to the contract. When you request a signature, Signmarine affixes an audit trail cover page to the contract itself. The audit trail contains a globally unique identifier, or GUID, that can be used to look up a record in our database, which shows who signed a document and when.

CONTRACT AUTHENTICITY

‍ Signmarine is designed to keep your contracts secure and prevent tampering of the contract during and after the signing process. Utilizing hashing technology, Signmarine creates a unique record of the underlying document before either party signs it and then creates a separate unique record of the underlying document that contains all of the signatures. If you ever need to prove there was no tampering between the pre- and post-signed documents, Signmarine can provide you with the two unique document records. Signmarine utilizes the same technology to help protect your eSignatures.

‍ COURT-ADMISSIBLE TRANSACTIONS LOG

‍ Signmarine creates a comprehensive transaction trail between signing parties. To provide you with a transaction history, we track and timestamp various information from the moment the document is submitted for signature to when it is completely signed and secured, such as IP information and UserAgent information. To help ensure that any tampering of your transaction log is detectable, we process the transactions log with hashing technology. Should you ever need to rely on a transaction log, we are right by your side to assist you. ‍

SECURE RECORDS

‍ We take your contract information security seriously, which is why sensitive communications with Signmarine are protected with SSL encryption. Additionally, we encrypt all of your statically-stored user files and signature information in DigitalOcean servers, which are housed in an ISO 27001 certified data center, and restrict physical and employee access to it.

‍ ANY PLATFORM SOLUTION

‍ Signmarine is a universally accessible solution, as only an Internet connection and a major web browser is required to sign a contract. This means that just about anybody you request a signature from can access and sign the documents you send them. You can also easily download and access your contracts that are processed through Signmarine, as we provide all documents in PDF format.

Signmarine looks forward to being your eSignature solution and providing you with the most user friendly platform available.