ESIGNER CLOUD SIGNING SERVICE AGREEMENT
These terms (“Agreement”) between you (“you”, “your” or “user(s)”), a user of the eSigner service, and eSigner, LLC (“eSigner”), the owner of the eSigner document signing service (the “Service”). Throughout this Agreement, the words “eSigner,” “us,” “we,” and “our,” refer to eSigner, LLC, as is appropriate in the context of the use of the words.
This Agreement governs Your use of the Service owned by eSigner.
Subscription to the Service
These terms govern access to and use of the eSigner Services by the number of signing credentials and the number of signings per month as specified in your online order. eSigner reserves all rights not expressly granted to You in this Agreement. The prices, features, and options of the eSigner Services depend on the online order. eSigner does not guarantee that your particular subscription plan or order will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular subscription plan or order without notice, provided that such changes shall not take effect until your next applicable term (monthly or annual). eSigner signing credentials can be used in API automation (i.e. workflow processes for document signing) or on the eSigner web apps. They can share the same certificate as other signing credentials, or they can individually access their own certificate for signing operations.
Digital Certificates can be purchased from SSL.com and use an X.509 certificate to place a digital signature on a file, program, or software update which guarantees that the file or software has not been tampered with or compromised. Digital Certificates are considered “unused” until they are verified to a domain, an individual, or an organization. The following definitions apply to Digital Certificates:
Domain Validation (DV) is the lowest level of validation and verifies that whoever requests the certificate controls the domain that the certificate protects.
Organization Validation (OV) verifies the identity of the organization (e.g. a business, nonprofit, or government organization) of the Subject listed in the certificate, along with the location where the organization operates.
Individual Validation (IV) verifies the identity of the individual person listed as the Subject of the certificate. This may be the same as the person who requested the certificate. Often, the address of the Individual is also verified.
Extended Validation (EV), like OV, verifies the identity of an organization. However, EV represents a higher standard of trust than OV and requires more rigorous validation checks to confirm that the organization is properly registered with the authorities in its jurisdiction and that it meets the requirements set by the CA/Browser Forum.
Free eSeal Credential is a credential that is validated to eSigner LLC. This credential can be used with any of the eSigner products. It is not subject to any charges or enrollment in any eSigner subscription tier
Signing occurs when a private key is used to compute the signature value. When the signature is computed, the counter is incremented, and a transaction is added to the signing log. Signing logs are available upon request.
Code and Document Signing Certificates
Digital Certificates can be validated as DV, OV, IV, and EV Certificates. This validation process will change the status to the Digital Certificate from unused to used. Unused Digital Certificate products can be returned for a full refund within 30 days of purchase.
Service Specific Terms
eSigner Services can be used with either DV, OV, IV or EV certificates or an eSigner LLC certificate in the following three methods:
- eSigner API
- Express.esigner.com (“Express”)
- App.esigner.com (“eSigner App”)
The eSigner App can be used for signing your document yourself or requesting a signature from a different party.
Express and API
Express (https://express.esigner.com/esign) and eSigner API access is used for signing your own documents. You cannot request another party’s signature using these products. Express or eSigner API can be used with the Free eSeal Credential or a validated Digital Certificate. If Express and API are used with a validated Digital Certificate, then a subscription to an eSigner fee tier is required.
Testing Period. During the first thirty days of an Express or eSigner API subscription, Signings will not be counted towards the monthly or annual signings limit. After the first thirty days each Signing will be counted toward the subscription limit base. Unused Signings will roll over to the subscription term if the subscription continues without interruption.
Automatic Tier Increase. If a monthly subscription account exceeds $4,000 in total fees during a single month, the subscription tier will be automatically upgraded to a higher tier to save fees going forward.
ESigner API Only. eSigner API can be integrated into your software. Excessive use of the eSigner API can be throttled, restricted or blocked. Use of the API must be reasonable and end points must not be overused. Inclusion of end point calls in draft code updates could result in an unexpectedly high use of Signatures.
Fees and Terms
Express and eSigner API subscriptions will be based on monthly, annual or multiyear terms billed in blocks of Signatures. For monthly tiers, following the first thirty-day period, your Digital Certificate will be credited with the number of Signings that are included in your tier. Annual and multiyear subscriptions will be invoiced at the beginning of the term and will be prepaid. For annual and multiyear subscriptions, your Digital Certificate will be credited at the start of the term with the number of Signings that are included in your tier. Signings that exceed your subscription tier will be invoiced and billed at the end of each month. Subscriptions are non-cancellable and non-refundable.
Data and Intellectual Property Ownership
You retain all ownership and intellectual property rights in and to your data you input into the Service. eSigner or its licensors retain all ownership and intellectual property rights to the Service. eSigner retains all ownership and intellectual property rights to anything developed and delivered under the Agreement. The eSigner website, its underlying software and related technology, including all intellectual property rights therein, and our logos and trademarks are the property of eSigner. You do not acquire or have any ownership, license or other proprietary interest in the eSigner website or any information contained on or provided by the eSigner website. You acknowledge that the eSigner website and its contents are protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws. You cannot use any material found on or through the eSigner website without the express written consent of the owner of such material except as permitted by applicable law.
Site Use Restrictions
You specifically agree not to engage in any activity or transmit any information that:
- Violates any federal, state, or local law or regulation;
- Encourages illegal activity or discusses illegal activities with the intent to commit them;
- Attempts to impersonate another person or entity;
- Falsely states, misrepresents, or conceals your affiliation with another person or entity;
- Accesses or uses the account of another user without permission;
- Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
- Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
- Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Site;
eSigner implements administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of your information during processing and all user content (“User Content”). Those safeguards used or based on industry standards. Aside from such industry standard safeguards, eSigner can make no guarantees regarding any Software security, or any User Content secured.
eSigner Services have been designed to restrict the ability for eSigner employees to access the contents of customers’ transactions. eSigner encrypts the contents of documents while they are stored in the eSigner system or while in transit initiated by eSigner. Any request for information about a particular transaction will be limited by the foregoing technical limitations. eSigner may be able to provide meta data surrounding a particular transaction such as date, transaction ID etc.
THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER COMPANY, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (1) THE SERVICE; (2) ANY INFORMATION PROVIDED VIA THE SOFTWARE; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO COMPANY, OR VIA THE SOFTWARE. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SATISFACTORY QUALITY, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SOFTWARE OR THE SERVER THAT MAKES THE SOFTWARE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SOFTWARE IS ACCURATE, COMPLETE, OR USEFUL. COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND COMPANY SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (1) YOUR USE OR INABILITY TO USE THE SOFTWARE OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE SOFTWARE, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SOFTWARE, (3) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR SOFTWARE TO YOU, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE VIA A THIRD PARTY, (5) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, OR (6) ANY ACTION TAKEN IN CONNECTION WITH ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS.