Usign Terms of Service

1. Agreement to these Terms

These Terms of Service (the "Terms") are a binding agreement between Upfluence Inc., a corporation organized under the laws of Delaware with its principal place of business at 214 Sullivan Street, Suite 3A, New York, NY 10012, United States ("Usign", "we", "us" or "our"), and the entity or person that creates an account for, subscribes to, or otherwise accesses the Service ("Customer", "you" or "your").

By (a) clicking "Create account", "Sign up", "I agree" or a similar control, (b) executing an Order Form that references these Terms, (c) issuing or using an API key, or (d) otherwise accessing or using the Service, you accept these Terms. If you accept these Terms on behalf of a company, organization or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

Individuals who are asked to sign a document through Usign ("Signers") are not parties to these Terms. Signing is governed by the Electronic Signature Consent & Disclosure presented at the point of signing.

Order of precedence. If Customer and Usign have executed an Order Form, master services agreement, or other written agreement expressly governing the Service, that document controls to the extent of any conflict with these Terms, followed by the Data Processing Addendum, then these Terms, then any policy incorporated by reference.

2. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

"API" means the Usign application programming interface, including the Model Context Protocol ("MCP") endpoint, together with the API keys, OAuth credentials and Documentation used to access them.

"Audit Trail" means the append-only record Usign maintains of events relating to a Contract, including the identity asserted by each actor, timestamps, IP address, user agent and approximate geographic location derived from IP address.

"Authorized User" means an individual whom Customer permits to access the Service under Customer's account, including employees, contractors and Affiliates' personnel.

"Contract" means a document created, prepared, sent, executed, declined, voided or stored in the Service.

"Customer Data" means all data, documents, templates, text, images, signature images, field values, metadata and other content that Customer, its Authorized Users, its integrations or its Signers submit to or generate in the Service, excluding Usage Data.

"Documentation" means the technical and user documentation Usign makes generally available for the Service.

"Order Form" means a written or electronic ordering document (including an online checkout or a Stripe-hosted subscription confirmation) that identifies the Service, plan, fees and term.

"Organization" means the top-level tenant created when Customer signs up, containing one or more Workspaces.

"Service" means the Usign electronic signature platform, including the web application, the API, the MCP endpoint, embedded and iframe-based signing surfaces, Signed Documents generation, webhooks, and Usign's websites, in each case as made generally available by Usign.

"Signed Document" means the PDF artifact Usign generates when a Contract is executed, including its embedded content hash, cryptographic signature and Audit Trail appendix.

"Signer" means an individual invited to review, complete, sign or decline a Contract who does not hold a Usign account in that capacity.

"Usage Data" means technical and operational data generated by Usign's provision of the Service — logs, event counts, performance metrics, error reports and similar — in a form that does not identify Customer, an Authorized User, a Signer or the substance of any Contract.

"Workspace" means a tenant-scoped container within an Organization holding templates, contracts, members and settings.

3. The Service

3.1 Right to use

Subject to these Terms and payment of applicable fees, Usign grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Service for Customer's internal business purposes.

3.2 Accounts and access routes

The Service may be accessed by (a) self-service sign-up, which creates a new Organization administered by the person who signs up; (b) invitation to an existing Workspace; (c) the API using Workspace-scoped API keys; (d) the MCP endpoint using OAuth authorization; and (e) an embedded or iframe surface made available by an integrator under Section 4. Each route is subject to these Terms.

3.3 Authorized Users and account security

Customer is responsible for (a) all activity under its Organization, whether or not authorized, (b) the accuracy of the information in its account, (c) maintaining the confidentiality of credentials, API keys (sk_live_… / sk_test_…), OAuth tokens and webhook signing secrets, and (d) ensuring that Authorized Users comply with these Terms. Customer will notify Usign at security@usign.co without undue delay upon learning of any unauthorized access, credential compromise or suspected security incident affecting its account, and will rotate the affected credential using the tooling Usign provides.

3.4 Eligibility

The Service is offered for business use to entities and to individuals who are at least 18 years old and have capacity to enter into contracts. The Service is not directed to children and Usign does not knowingly permit anyone under 18 to hold an account.

3.5 Changes to the Service

Usign may modify, add to or discontinue features of the Service. Usign will not materially reduce the core functionality of a paid plan during a paid term without notice. Usign will use reasonable efforts to give at least 30 days' notice before discontinuing a material feature or a documented API endpoint on which Customer relies, except where a shorter period is required for security, legal or infrastructure reasons.

3.6 Beta and Labs features

Features identified as beta, preview, experimental, "Labs" or similar are provided as is, may be changed or withdrawn at any time, are excluded from any service commitment, and should not be used for Contracts of material legal or commercial significance. Usign's liability for beta features is limited to the maximum extent permitted by law.

4. Embedded and integrator use

Some Customers access Usign through an integrator — including through Upfluence's own products, platform or the Upfluence platform layer — where Signers reach a Usign signing surface (including an iframe embed permitted by a Workspace's allow-listed origins) without holding a Usign account.

4.1 Contracting party. Where an integrator provisions Workspaces, holds the API keys or embeds the signing surface, that integrator is the Customer for those Workspaces and is responsible under these Terms for all use of them, including use by its own end customers.

4.2 Flow-down. The integrator will impose on its end customers terms at least as protective of Usign as these Terms, including the restrictions in Section 6 and the Customer responsibilities in Section 5, and will remain responsible for its end customers' acts and omissions as if they were its own.

4.3 Data protection roles. Between Usign and the integrator, Usign acts as processor of Customer Data (including Signer personal data) and the integrator acts as controller or, where its end customer is the controller, as processor. The integrator warrants that it has authority to instruct Usign on behalf of each such end customer and to appoint Usign as a (sub)processor. See the Data Processing Addendum.

4.4 Signer-facing disclosure. The integrator will ensure that Signers reaching an embedded signing surface are presented with, or are able to reach, the Electronic Signature Consent & Disclosure and the Privacy Policy, and will not present the signing surface in a way that misrepresents who is requesting the signature.

4.5 No third-party beneficiaries. An integrator's end customers acquire no rights against Usign under these Terms.

5. Customer responsibilities regarding Contracts and Signers

Electronic signature software does not make a transaction valid. Customer, not Usign, decides what to send, to whom, and on what legal basis. Accordingly, Customer represents, warrants and covenants that:

5.1 Suitability. Customer has determined that each transaction it conducts through the Service may lawfully be conducted by electronic means in each relevant jurisdiction, and that the form of electronic signature the Service produces (Section 7) is appropriate for that transaction and for Customer's evidentiary needs.

5.2 Excluded transactions. Customer will not use the Service for any document or transaction that applicable law requires to be executed, delivered or retained other than electronically, or excludes from electronic-signature statutes. Without limitation, Customer will not use the Service for: wills, codicils or testamentary trusts; adoption, divorce or other family-law instruments; court orders, pleadings or other court-filed documents that require wet-ink or notarized execution; notices of cancellation or termination of utility services; notices of default, foreclosure, eviction, repossession or the right to cure under a primary residence agreement; cancellation of health or life insurance benefits; product recall notices affecting health or safety; documents required to accompany the transport of hazardous materials; or any instrument requiring notarization, witnessing, an apostille, a qualified electronic signature, a qualified electronic seal, or registration with a public registry that will not accept the Service's output.

5.3 Signer consent and capacity. Customer will obtain, and where required document, each Signer's consent to transact electronically and to receive records electronically; will provide accurate Signer names and email addresses; will not add a Signer who has not agreed to be involved in the transaction; and will not use the Service to send unsolicited bulk messages.

5.4 Notice and authority. Customer has all rights, consents, licences and lawful bases necessary for Usign to process Customer Data as contemplated by these Terms, including to send Contracts to the Signers Customer designates and to retain the resulting records.

5.5 Retention obligations. Customer is responsible for determining and satisfying its own record-retention obligations. Customer acknowledges that the Signed Document emailed to the parties on completion, and any copy Customer downloads or exports, are the durable copies of record; a signing link may expire, and continued availability of any given URL is not a retention guarantee (Section 12).

5.6 Identity verification. Customer acknowledges that the Service authenticates Signers by control of an email address, together with a re-affirmation step or a one-time passcode, as described in Section 7.4. The Service does not perform government-ID verification, biometric verification, knowledge-based authentication, notarization or witnessing. Where a transaction demands a higher assurance of identity, Customer will obtain it by other means.

6. Restrictions and acceptable use

Customer will not, and will not permit any Authorized User, integration, agent or third party to:

(a) resell, sublicense, time-share or provide the Service to third parties except as expressly permitted under Section 4;

(b) reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, algorithms or cryptographic keys, except to the extent such restriction is prohibited by applicable law;

(c) copy, frame, mirror or create derivative works of the Service or its user interfaces, other than through the embedding features Usign provides;

(d) probe, scan or test the vulnerability of the Service, or breach or circumvent any authentication, rate limit, tenant isolation or usage measurement, except under a written authorization from Usign;

(e) interfere with or disrupt the integrity or performance of the Service, including by sending malicious code, conducting a denial-of-service attack, or exceeding the rate limits in the Documentation;

(f) access the Service to build a competing product, or to benchmark or publish performance results without Usign's prior written consent;

(g) forge, alter, backdate, tamper with or misrepresent any Contract, Signed Document, content hash, Audit Trail entry, signature, timestamp or signing identity, or represent that a document was signed through the Service when it was not;

(h) apply another person's signature, initials or field values without that person's authority, or complete a signing session while impersonating another person;

(i) use the Service to store or transmit content that infringes intellectual property or privacy rights, is defamatory, unlawful, fraudulent, deceptive, or constitutes an unlawful threat;

(j) use the Service to process regulated data categories that the Service is not designed for, including cardholder data subject to PCI DSS, protected health information subject to HIPAA in a manner requiring a business associate agreement (absent a signed BAA), classified or export-controlled government data, or personal data of children under 16;

(k) remove, obscure or alter any proprietary notice, or any hash, certificate, signature or Audit Trail appendix embedded in a Signed Document; or

(l) use the Service in violation of any applicable law, including export control, economic sanctions, anti-corruption, consumer protection, electronic communications and data protection laws.

Usign may suspend access under Section 15.4 for a violation of this Section.

7. Electronic signatures: what the Service does and does not provide

This Section is a description of the Service's technical and legal posture. It is deliberately specific, and Customer should read it before relying on the Service for a material transaction.

7.1 Signature standard. Signed Documents are produced as PDFs conforming to the PAdES baseline B-B profile. Each Signed Document embeds (a) a SHA-256 hash of the underlying contract content, (b) a cryptographic signature applied server-side with Usign's signing certificate, (c) the signing time taken from Usign's server clock, and (d) an appendix reproducing the Audit Trail, so that the file is self-contained evidence readable without access to Usign's systems.

7.2 Legal posture. The Service is designed to support the creation of electronic signatures that are valid and enforceable as:

• electronic signatures under the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq., "ESIGN") and the Uniform Electronic Transactions Act as adopted by U.S. states ("UETA"); and
• simple electronic signatures ("SES") under Regulation (EU) No 910/2014 ("eIDAS") and the UK's retained version of it.

7.3 What the Service is not. Usign is not a certification authority, a trust service provider or a qualified trust service provider. The Service does not produce advanced electronic signatures ("AES") or qualified electronic signatures ("QES") within the meaning of eIDAS, does not use a qualified certificate, does not currently include an RFC 3161 trusted timestamp token or embedded revocation data (that is, it is not the B-T or B-LT profile), and does not provide notarization, witnessing, identity proofing or long-term signature preservation as a service. Usign's signing certificate is currently self-signed rather than issued by a public certification authority.

7.4 How Signers are identified. A Signer receives a unique, time-limited signing link by email. On a hosted signing page, the Signer re-affirms their email address before signing. In an embedded (iframe) context, the Signer verifies a one-time passcode sent to their email address. In both cases the Service records the event, IP address, user agent, approximate geographic location and timestamps in the Audit Trail. Control of the email address is the primary identity assertion.

7.5 No warranty of enforceability. Usign does not warrant, and expressly disclaims any warranty, that a particular Contract, Signed Document or signature is valid, enforceable, admissible, sufficient or compliant in any jurisdiction or for any purpose. Whether a document is legally binding depends on the underlying transaction, the parties, their capacity and consent, applicable law and the evidence available — none of which Usign controls. Nothing in the Service or the Documentation is legal advice.

7.6 Audit Trail integrity. Audit Trail entries are append-only and are not modifiable or deletable by Customer, by Authorized Users or through the Service's normal operation. Audit Trail entries survive deletion of the related Contract and of the Workspace, so that the record of what happened remains available for evidentiary and compliance purposes. Personal data within an Audit Trail entry may be redacted in response to a valid erasure request as described in the Privacy Policy.

7.7 Reproducibility. Usign's pipeline is designed so that a Signed Document can be regenerated from the underlying stored data and its content hash compared, which allows Usign to assist in demonstrating that a Signed Document matches its records. Usign provides this assistance as described in Section 8.5 and does not act as an expert witness or forensic examiner unless separately engaged in writing.

8. Fees and payment

8.1 Plan and metering. Unless an Order Form states otherwise, the Service is provided on a metered plan: each Organization receives a one-time allowance of 100 signed Contracts (lifetime, not monthly), after which each signed Contract is charged at US$0.10. A signed Contract is counted once, when it is fully executed; re-generating, re-sending, voiding or deleting a Contract afterwards does not create a second charge and does not restore an allowance already consumed.

8.2 Payment method. Customer authorizes Usign to charge its designated payment method for all amounts due. Payment processing is performed by Stripe, Inc.; Customer's card details are provided to and stored by Stripe, not by Usign. Usign retains only the card brand, last four digits and payment status. Customer will keep a valid payment method on file while it uses a metered or paid plan.

8.3 Invoicing and currency. Amounts are stated and payable in U.S. dollars. Metered usage is billed in arrears on the billing cycle shown in the Service. Invoiced amounts (where invoicing applies under an Order Form) are due within 30 days of the invoice date.

8.4 Taxes. Fees exclude all taxes, levies and duties. Customer is responsible for all such amounts other than taxes on Usign's net income. Where Usign is required to collect a tax, it will be added to the amount charged. If Customer is exempt, it will provide valid documentation before the relevant charge.

8.5 Professional and support services. Requests that require manual operator work — bulk data exports, erasure workflows, forensic assistance under Section 7.7, migration help and similar — are included at Usign's discretion for reasonable volumes and may otherwise be quoted separately.

8.6 Non-payment. Amounts unpaid 15 days after the due date accrue interest at 1.0% per month, or the maximum rate permitted by law if lower. Usign may suspend the Service, disable sending, or block further metered usage while an amount is overdue, after giving Customer notice and a reasonable opportunity to cure. Suspension does not relieve Customer of accrued obligations.

8.7 No refunds. Except as required by law or expressly stated in an Order Form, fees are non-refundable and amounts paid are not creditable against other charges.

8.8 Price changes. Usign may change its prices with at least 30 days' notice, effective at the start of the next billing cycle. Plan terms recorded against Customer's Organization at sign-up (including its free allowance and unit rate) continue to apply until changed with that notice.

8.9 Exempt Organizations. Usign may designate an Organization as exempt from metering (including Upfluence's own internal Workspaces and Organizations existing before metering was introduced). Exemption is discretionary, may be withdrawn on 30 days' notice, and creates no entitlement.

9. Customer Data, intellectual property and confidentiality

9.1 Ownership of Customer Data. Customer retains all right, title and interest in Customer Data. Usign acquires no rights in Customer Data except the limited licence in Section 9.2.

9.2 Licence to operate the Service. Customer grants Usign and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, render, hash, sign, index and process Customer Data solely to (a) provide, secure, maintain and support the Service, (b) prevent or address technical or security problems, (c) comply with law, and (d) act on Customer's instructions. This licence terminates when Customer Data is deleted in accordance with Section 12, save for copies retained in backups until they expire and for Audit Trail entries retained under Section 7.6.

9.3 No model training. Usign does not use Customer Data to train, fine-tune or improve machine-learning models, and does not permit its sub-processors to do so on Usign's behalf. This does not restrict Customer's own use of AI tools under Section 10.

9.4 Ownership of the Service. Usign and its licensors retain all right, title and interest in and to the Service, the Documentation, the Usign name and marks, and all software, designs, know-how and improvements relating to them. All rights not expressly granted are reserved.

9.5 Usage Data. Usign may generate and use Usage Data to operate, secure, analyse and improve the Service and to produce aggregated statistics. Usign will not publish Usage Data in a form that identifies Customer, an Authorized User, a Signer or the substance of any Contract without Customer's consent.

9.6 Feedback. If Customer provides suggestions or feedback, Usign may use it without restriction or obligation. Customer is not required to provide feedback.

9.7 Confidentiality. Each party will (a) protect the other's Confidential Information with at least reasonable care, (b) use it only to perform under these Terms, and (c) disclose it only to personnel and advisers who need it and are bound by confidentiality obligations. "Confidential Information" means non-public information disclosed by a party and identified as confidential or that reasonably should be understood to be confidential, including Customer Data, the Service's non-public features, security documentation and pricing that is not publicly listed. Exclusions apply for information that is or becomes public without breach, was independently known, or is independently developed. A party may disclose Confidential Information where legally compelled, giving the other party reasonable prior notice where lawful. Confidentiality obligations survive for three years after termination, and indefinitely for Customer Data.

9.8 Publicity. Neither party will use the other's name or marks in publicity without prior written consent, except that Usign may identify Customer as a customer in a customer list or on its website unless Customer notifies Usign at legal@usign.co that it objects.

10. API, integrations, webhooks and AI agents

10.1 API use. Customer may use the API in accordance with the Documentation and the rate limits published there. Usign may version, deprecate or change the API; it will use reasonable efforts to give 30 days' notice of a breaking change to a documented endpoint, except where a shorter period is required for security or legal reasons.

10.2 API credentials. API keys are Workspace-scoped and confer the permissions of that key. Customer is responsible for keeping keys secret, storing them server-side, scoping them narrowly, and rotating them when personnel change or compromise is suspected. Any action taken with a valid credential is attributed to Customer, and Usign is entitled to rely on it.

10.3 Webhooks. Usign delivers webhook events with an HMAC signature. Customer is responsible for verifying signatures, enforcing a replay window, handling redelivery idempotently, and securing the endpoints it registers. Usign is not responsible for events Customer's endpoint fails to accept, and prunes delivery logs as described in the Privacy Policy.

10.4 AI agents and the MCP endpoint. The Service exposes an MCP endpoint that allows Customer to connect AI assistants and agents — including third-party assistants operated by providers such as Anthropic, and agents Customer builds itself — to Customer's Workspaces under an OAuth authorization Customer grants.

(a) Attribution. Actions taken through a credential or authorization Customer grants — including creating, populating, sending, voiding or bulk-sending Contracts — are Customer's actions, whether initiated by a human or by an agent. Customer is responsible for them.

(b) Customer's own controls. Customer is responsible for the configuration, permissions, guardrails, prompts and human review applied to any agent it connects, and for the consequences of an agent acting on inaccurate, ambiguous, injected or adversarial input.

(c) Third-party AI providers. Where Customer connects a third-party assistant, Customer directs the disclosure of Customer Data to that provider. That provider is Customer's own vendor, not Usign's sub-processor; Usign is not responsible for its processing, retention, model-training practices or security, and Customer is responsible for having a lawful basis and any required agreement in place with it.

(d) Review before sending. Customer acknowledges that generative systems produce errors and will not rely on the Service or any connected agent to determine the legal adequacy of a Contract's content. Customer will apply human review appropriate to the value and risk of the transaction before a Contract is sent for signature.

(e) Revocation. Customer may revoke an agent's authorization at any time in the Service. Revocation does not undo actions already taken.

10.5 Third-party services. The Service interoperates with third-party services (for example Google sign-in and Customer's own systems). Usign is not responsible for those services, and Customer's use of them is governed by their own terms.

11. Data protection and security

11.1 Roles. With respect to personal data contained in Customer Data — including Signer personal data — Customer is the controller (or a processor acting for its own customer) and Usign is the processor. With respect to account, billing, support and website data, Usign is a controller. The Privacy Policy describes both.

11.2 Data Processing Addendum. The Usign Data Processing Addendum (the "DPA"), including the EU Standard Contractual Clauses and UK Addendum where applicable, is incorporated into these Terms by reference and applies where Usign processes personal data subject to the EU or UK GDPR, the Swiss FADP or a U.S. state privacy law that requires a processor agreement. It is published at https://usign.co/legal/dpa and takes effect automatically, without signature, when Customer accepts these Terms. A Customer that requires a countersigned copy may request one at legal@usign.co.

11.3 Sub-processors. Usign engages the sub-processors listed at https://usign.co/legal/subprocessors and will give notice of additions as described in the DPA and on that page. Customer's use of the Service constitutes authorization of the sub-processors listed there.

11.4 Security measures. Usign maintains technical and organizational measures appropriate to the risk, including: encryption in transit (TLS 1.2 or higher, HSTS, HTTP rejected at the edge); encryption at rest for databases, storage objects and backups; tenant isolation enforced at the database layer through row-level security in addition to application-level authorization; role-based access control; hashed storage of API keys and passwords; HttpOnly, Secure, SameSite session cookies; strict content-security policies on signing pages; iframe embedding restricted to Workspace-allow-listed origins; input validation on all API requests; rate limiting; append-only audit logging; secrets held in a restricted secret store with documented rotation procedures; and a documented incident-response runbook. Usign may update these measures provided it does not materially reduce the overall level of security.

11.5 No certification claim. Usign does not currently hold a SOC 2, ISO/IEC 27001 or equivalent third-party attestation, and multi-factor authentication for Authorized Users is not available in the current release. Usign will not represent otherwise, and Customer will not represent otherwise to its own customers.

11.6 Security incidents. Usign will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, will provide the information reasonably available to it, and will cooperate with Customer's own notification obligations. Notification is not an acknowledgement of fault.

11.7 Customer's security responsibilities. Customer is responsible for the security of its own credentials, endpoints, devices, agents and integrations, for promptly removing Authorized Users who leave, and for configuring the Service's available controls (including allow-listed iframe origins and key rotation) in a manner appropriate to its risk.

12. Retention, export and deletion

12.1 Retention during the Term. By default, Usign retains Contracts, Signed Documents and Audit Trail entries for as long as Customer's Organization exists. Deleting a Contract in the Service is a soft delete: the record is hidden from lists but retained as a legal record, and the deletion is recorded in the Audit Trail. Hard deletion is performed only by Usign, on Customer's documented request or where required by law, with the reason logged.

12.2 Export. Customer may download individual Signed Documents at any time and may request a full export of its Contracts, template versions, Signed Documents and Audit Trail entries by emailing support@usign.co. Usign will provide the export by time-limited download link, ordinarily within 30 days of a verified request.

12.3 Availability of signing links and completion emails. On completion, Usign emails each signer and the sender a link to download the Signed Document. That download link is valid for a limited period (currently 90 days), and the signing link itself expires on its own schedule. The Signed Document is not attached to the completion email. Accordingly, the durable copy of record is the file Customer or the signer downloads and stores, or a copy Customer exports under Section 12.2 or retrieves from the Service while its Organization is active. Customer will not rely on continued availability of any URL as a record-retention mechanism, and — where Customer's own retention obligations or those of a signer require it — Customer will download and store the Signed Document promptly after execution.

12.4 Deletion after termination. Following termination or expiry, Customer may request an export under Section 12.2 for 30 days. Usign will then delete or de-identify Customer Data within a further 90 days, except that (a) backups purge on their own cycle (point-in-time database recovery and object version history are retained for short periods described in the Privacy Policy), (b) Audit Trail entries are retained under Section 7.6, and (c) Usign may retain data where required by law, or as necessary to establish, exercise or defend legal claims, or to enforce these Terms.

12.5 Signer erasure. Where a Signer asks Usign or Customer to erase their personal data, Usign supports a workflow that redacts the Signer's identifying data from Contract metadata and Audit Trail entries while preserving the Signed Document as an immutable legal record, and withholds the erased Signer's signature from live web surfaces. Customer acknowledges that this is the industry-standard reconciliation of the right to erasure with the retention of executed instruments, and that Customer — as controller — is responsible for determining the lawful basis for retaining the Signed Document. The mechanics are described in the Privacy Policy.

13. Warranties and disclaimers

13.1 Mutual. Each party warrants that it has the power and authority to enter into these Terms.

13.2 Usign's limited warranty. Usign warrants that it will provide the Service with reasonable skill and care and in a manner materially consistent with the Documentation. Customer's exclusive remedy for breach of this warranty is for Usign to use commercially reasonable efforts to correct the non-conformity, and, if it fails to do so within a reasonable period, termination of the affected subscription with a pro-rata refund of prepaid, unused fees for the affected period.

13.3 No uptime commitment in these Terms. Except as expressly stated in an Order Form, the Service is provided without a service-level commitment, uptime guarantee or service credit. Usign uses commercially reasonable efforts to keep the Service available and to perform maintenance in a way that limits disruption.

13.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 13, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, USIGN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. USIGN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE AGAINST EVERY ATTACK, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTRACT, SIGNED DOCUMENT OR SIGNATURE WILL BE VALID, ENFORCEABLE OR ADMISSIBLE. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions apply to the fullest extent permitted.

14. Indemnities and limitation of liability

14.1 Customer indemnity. Customer will defend Usign and its Affiliates, officers, employees and agents against any third-party claim arising out of (a) Customer Data or the content of any Contract, (b) Customer's or its Authorized Users', integrations' or agents' use of the Service in breach of these Terms or applicable law, (c) a dispute between Customer and a Signer or counterparty concerning a Contract or the validity of a signature, (d) Customer's failure to obtain a required consent or lawful basis, or (e) an end customer's claim in an embedded deployment under Section 4 — and will indemnify Usign against damages, costs and reasonable legal fees finally awarded or agreed in settlement.

14.2 Usign indemnity. Usign will defend Customer against any third-party claim alleging that the Service, as provided by Usign and used in accordance with these Terms, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and will indemnify Customer against damages, costs and reasonable legal fees finally awarded or agreed in settlement. Usign may, at its option, modify the Service to be non-infringing, procure a right to continue use, or terminate the affected subscription with a pro-rata refund of prepaid, unused fees. This indemnity does not apply to a claim arising from Customer Data, Customer's modifications, combination with items not provided by Usign, use of a beta feature, or use after Usign has directed Customer to stop.

14.3 Indemnity procedure. The indemnified party will give prompt notice of the claim, allow the indemnifying party sole control of the defence and settlement (provided that no settlement imposing a non-monetary obligation on the indemnified party is made without its consent), and provide reasonable cooperation at the indemnifying party's expense.

14.4 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR LOSS, CORRUPTION OR INACCURACY OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

14.5 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO USIGN FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

14.6 Carve-outs. Sections 14.4 and 14.5 do not limit (a) Customer's obligation to pay fees due, (b) either party's indemnification obligations under Sections 14.1 and 14.2, (c) liability for gross negligence, wilful misconduct or fraud, (d) liability for death or personal injury caused by negligence, or (e) any liability that cannot be excluded or limited under applicable law.

14.7 Basis of the bargain. Customer acknowledges that the fees for the Service reflect the allocation of risk in this Section, and that Usign would not provide the Service on these fees without it. Where Customer requires a higher cap, it is available by negotiation under an Order Form at a corresponding price.

14.8 Time limit. Except for claims for non-payment, no action arising out of these Terms may be brought more than one (1) year after the cause of action accrued, to the extent permitted by applicable law.

15. Term, termination and suspension

15.1 Term. These Terms begin when Customer first accepts them or accesses the Service and continue until terminated (the "Term"). A metered plan continues month to month.

15.2 Termination by Customer. Customer may terminate at any time by cancelling its plan and closing its Organization in the Service, or by notifying Usign at legal@usign.co. Termination takes effect at the end of the then-current billing cycle; accrued metered charges remain payable.

15.3 Termination for cause. Either party may terminate for the other's material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent, ceases business, or is subject to a bankruptcy or similar proceeding not dismissed within 60 days.

15.4 Suspension. Usign may suspend Customer's access, or specific functionality, in whole or in part and with such notice as is reasonable in the circumstances, where (a) an amount is overdue under Section 8.6, (b) Usign reasonably believes there is a security risk to the Service or to others, (c) Customer's use violates Section 6 or applicable law, or (d) suspension is required by law or by an order of a competent authority. Usign will limit the scope and duration of a suspension to what is reasonably necessary and will restore access promptly once the cause is resolved.

15.5 Termination for convenience by Usign. Usign may terminate a free or metered plan for convenience on 60 days' notice, during which Customer may export its data under Section 12.2.

15.6 Effect of termination. On termination, Customer's right to access the Service ends, all accrued amounts become due, and Sections 2, 5.5, 6, 7.5, 9, 12, 13.4, 14, 16 and 17 survive along with any other provision that by its nature should survive.

16. Governing law and disputes

16.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of New York and, where applicable, the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Exclusive jurisdiction. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to venue or inconvenient forum. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.3 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

16.4 No class actions. To the maximum extent permitted by law, each party will bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. This Section does not apply where it is unenforceable under applicable law, and does not affect any right that cannot be waived.

16.5 Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve the dispute for 30 days after written notice describing the claim and the relief sought, addressed to legal@usign.co (for Usign) or Customer's account email (for Customer).

16.6 Mandatory local law. Nothing in this Section 16 deprives a consumer, or a party resident in a jurisdiction whose law provides otherwise, of the protection of mandatory provisions of the law of their place of residence, including the right to bring proceedings in the courts of that place where that right cannot be excluded by agreement.

17. General

17.1 Changes to these Terms. Usign may update these Terms. For material changes, Usign will give at least 30 days' notice by email to the account's administrators or by prominent notice in the Service. Changes take effect on the stated date; continued use after that date constitutes acceptance. If Customer does not accept a material change, it may terminate under Section 15.2 before the change takes effect. Changes required by law or addressing a security risk may take effect immediately.

17.2 Notices. Notices to Usign must be sent to legal@usign.co and, for legal notices, also by post to Upfluence Inc., Attn: Legal, 214 Sullivan Street, Suite 3A, New York, NY 10012, USA. Notices to Customer may be sent to the email addresses associated with its Organization's administrators or delivered in the Service. Notices are effective on receipt, or on the business day after sending for email.

17.3 Assignment. Customer may not assign these Terms without Usign's prior written consent, except to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets, provided that the successor is not a competitor of Usign and assumes all obligations. Usign may assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or of the Usign business.

17.4 Subcontracting. Usign may use Affiliates and subcontractors (including the sub-processors identified under Section 11.3) to provide the Service and remains responsible for their performance.

17.5 Force majeure. Neither party is liable for a failure or delay in performance (other than payment) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour action, epidemic, governmental action, internet or telecommunications failure, or failure of a third-party infrastructure provider, provided it uses reasonable efforts to mitigate and resume performance.

17.6 Export control and sanctions. Each party will comply with applicable export control and economic sanctions laws. Customer represents that it, its Authorized Users and its end customers are not (a) located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions, or (b) identified on a restricted-party list maintained by the U.S. government, the EU, the UK or the UN, and that it will not make the Service available to any such person.

17.7 U.S. government users. The Service is "commercial computer software" and "commercial computer software documentation". Use by a U.S. government end user is subject only to the rights in these Terms, consistent with FAR 12.211/12.212 and DFARS 227.7202.

17.8 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, franchise or employment relationship.

17.9 No third-party beneficiaries. Except as stated in Sections 14.1 and 14.2, these Terms confer no rights on any third party.

17.10 Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder will continue in effect. A failure or delay in exercising a right is not a waiver of it.

17.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a statute include its successors and implementing rules.

17.12 Entire agreement. These Terms, together with any Order Form, the DPA, the Privacy Policy and any policy incorporated by reference, are the entire agreement between the parties concerning the Service, and supersede all prior proposals and understandings. Any purchase order or vendor terms Customer issues are of no effect, notwithstanding Usign's acceptance of payment.

17.13 Language. These Terms are made in the English language, which controls in the event of a conflict with any translation.

18. Contact

Upfluence Inc. (Usign)
214 Sullivan Street, Suite 3A
New York, NY 10012
United States
legal@usign.co