vSignify Subscription Agreement

Effective Date: 17 October 2024

Introduction

This vSignify Subscription Agreement (the “Agreement”) constitutes a legally binding contract between CloudHew Solution LLC, d/b/a vSignify, a Delaware corporation (“vSignify”), and the customer entity (or entities) identified in an applicable order form or similar document referencing this Agreement and executed by the parties (the “Customer”). vSignify provides business-focused solutions for intelligent workflow automation, contract review, document editing, and digital document lifecycle management.

vSignify is committed to safeguarding data privacy and security. Customers are encouraged to review vSignify’s certifications and security policies for further information. By entering into this Agreement, Customer agrees to the terms herein.

1. Background

1.1 Parties to the Agreement

This Agreement is made and entered into by and between vSignify and Customer as identified in the relevant Order Form or equivalent document referencing this Agreement (the “Order Form”). The Agreement becomes effective as of the date specified in the first Order Form executed between the parties, unless otherwise specified herein (the “Effective Date”).

1.2 Scope and Incorporation of Terms

This Agreement establishes the terms and conditions under which vSignify shall provide, and Customer shall pay for, access to and use of the services as described both in this Agreement and in any associated Order Forms (collectively, the “Services”). All capitalized terms used in this Agreement, whether in the singular or plural, shall have the meanings ascribed to them either herein or in the applicable Order Form.

To the extent Customer utilizes any product governed by the Service-Specific Terms (“SST”), the applicable SST, available at vSignify Service-Specific Terms, shall be deemed incorporated by reference and form an integral part of this Agreement. All references to this “Agreement” shall include the SST as applicable.

1.3 Order of Precedence and Conflict Resolution

In the event of any direct conflict between the provisions of this Agreement, the Order Form, the Data Processing Addendum (DPA) referenced in Section 4.5, or the SST, the following order of precedence shall govern the interpretation and enforcement of the terms:

1. Order Form
2. Data Processing Addendum (DPA)
3. Service-Specific Terms (SST)
4. This Agreement

This Agreement is effective as of the “Effective Date” specified above and the terms of the vSignify Subscription Agreement shall apply until the renewal date. Upon renewal, the terms of this Agreement shall govern, unless the parties mutually agree otherwise in writing.

2. Services and Each Party’s Responsibilities

2.1 Order Forms and Applicable Services

Each Order Form sets forth the vSignify software-as-a-service (SaaS) offerings and, if applicable, any professional services (“Professional Services”) to be provided. Collectively, these offerings, including any updates or modifications, constitute the “Services.” Each Order Form, once executed by both parties, constitutes a binding commitment by the Customer to purchase the Services specified therein and is incorporated into this Agreement by reference. During the Subscription Term (as defined in Section 5 below), vSignify will make available to Customer the Services described in the applicable Order Form in accordance with the terms of this Agreement.

2.2 Service and Support Levels

Throughout the applicable Subscription Term, vSignify will provide support and ensure the availability of the online components of the Services in accordance with the vSignify Support Policy and Service Level Agreement available at www.vSignify.com/support-policy-and-service-level-agreement/(“SLA Policy”). vSignify shall not materially reduce the support or uptime availability commitments specified in the SLA Policy during the Subscription Term. The applicable support tier and package purchased by Customer will be set forth in the relevant Order Form.

2.3 Customer’s Rights to Use the Services

Subject to the terms of this Agreement, vSignify grants Customer a limited, non-exclusive, non-transferable, worldwide license to access and use the Services during the Subscription Term. This license extends to the designated number and type of individual users (“Authorized Users”) identified in the applicable Order Form, solely for Customer’s internal use to manage, process, store, analyze, and report on contracts, documents, and tasks. Authorized Users may include Customer’s employees, contractors, consultants, or employees and contractors of Customer’s Affiliates (defined below).

2.4 Use of Services by Customer Affiliates and Authorized Users

Customer may authorize its Affiliates and their respective Authorized Users to access and use the Services, provided that:

1. Additional fees may apply for such usage.
2. This use does not extend vSignify’s liability under Section 8 of this Agreement, the Data Processing Addendum (DPA), or any applicable claim volumes.
3. Any claims related to this Agreement, an Order Form, or the DPA must be brought by Customer unless an Affiliate has executed a separate ordering document directly with vSignify.

Customer is responsible for notifying vSignify of the identity of any Affiliates utilizing the Services. Customer shall be liable for ensuring that its Affiliates and their Authorized Users comply with this Agreement and the DPA. Customer must take reasonable steps to prevent unauthorized access to the Services, including maintaining the confidentiality of all access credentials. Authorized Users are strictly prohibited from sharing their credentials or circumventing any access restrictions.

Customer assumes responsibility for all activities conducted using its accounts, including those of Affiliates or Authorized Users. In the event of any unauthorized access or use, Customer shall:
(a) Promptly notify vSignify and provide relevant details; and
(b) Cooperate with vSignify to remediate the issue.

For purposes of this Agreement, an “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer, where “control” means owning more than fifty percent (50%) of the voting securities of such entity.

2.5 Customer Obligations When Using the Services

(a) Customer’s Responsibilities

Customer is responsible for configuring the Services and designating Authorized Users, including controlling access rights and determining the files, data, and information uploaded or processed through the Services (“Customer Content”). Customer agrees to:

1. Ensure it has obtained all necessary consents to enable vSignify to provide the Services.
2. Use the Services lawfully and avoid triggering regulatory or law enforcement inquiries.
3. Refrain from using the Services to violate system or network security, including distributing viruses, worms, or spyware.
4. Obtain vSignify’s prior written consent before conducting audits, penetration testing, or other security tests.
5. Avoid transmitting Customer Content that infringes third-party intellectual property or proprietary rights or is otherwise unlawful or offensive.
6. Not upload any protected health information, financial account numbers, or sensitive data as defined under applicable laws, including European Data Protection Law or other regulations.

(b) Use Restrictions

Customer agrees that neither it nor its Affiliates, employees, contractors, or Authorized Users shall:

1. Sell, assign, transfer, rent, lease, sublicense, or otherwise provide access to the Services to third parties.
2. Copy, frame, or mirror the Services to operate a service bureau or outsourced service.
3. Impersonate a single user with multiple individuals sharing access credentials.
4. Interfere with or disrupt the integrity or performance of the Services.
5. Use the Services to develop competing products or services.
6. Circumvent any security features or functionalities of the Services.
7. Scrape data from the Services or access them through undocumented APIs or processes.
8. Use the Services in any manner that violates applicable laws or regulations.

2.6 Optional Use of Beta Services

vSignify may offer certain products, features, or integrations designated as beta, preview, trial, or otherwise experimental (“Beta Services”). Beta Services are provided for evaluation purposes only and are not intended for production use. The use of Beta Services will terminate upon:
(a) The date specified in an email notice from vSignify; or
(b) The general release of the product or feature without the Beta designation.

vSignify may discontinue Beta Services at its sole discretion. Beta Services are provided “AS IS,” without warranties or guarantees, and Sections 6, 7, and 8.2(a) of this Agreement shall not apply to the use of Beta Services. However, if the Beta Services involve processing Customer Confidential Information or Personal Data (as defined in the DPA), vSignify’s obligations concerning such data will remain in force.

 

3. Fees and Payment Terms

3.1 Fees and Applicable Taxes

In consideration for the rights granted and the provision of Services under this Agreement, Customer agrees to pay vSignify the fees specified in the applicable Order Form (“Fees”). All Fees are non-cancelable, non-refundable, and payable as stipulated in the Order Form, unless otherwise explicitly agreed to in writing by the parties.

Fees are exclusive of any applicable federal, state, local, or foreign taxes, levies, duties, tariffs, or assessments, including without limitation, value-added tax (VAT), goods and services tax (GST), sales or use taxes, and import/export duties (collectively, “Taxes”), except for any taxes imposed on vSignify’s net income, capital, or employment-related obligations. Customer is solely responsible for calculating, reporting, and remitting all applicable Taxes arising from its purchase, access, or use of the Services.

If vSignify is required to collect or remit Taxes on behalf of Customer, Customer shall reimburse vSignify for the full amount within the applicable payment period. Any exemption from Taxes must be documented by Customer with a valid exemption certificate or equivalent documentation, furnished in advance. Failure to provide such documentation will result in Customer being liable for all applicable Taxes.

3.2 Invoicing and Payment Obligations

Unless otherwise agreed in the Order Form, Fees are denominated in U.S. Dollars and invoiced on the schedule specified in the Order Form. Customer shall remit all payments within thirty (30) days from the date of the invoice. Payment shall be made in full without setoff, counterclaim, or withholding, unless mandated by law.

If Customer disputes any portion of an invoice in good faith, it must provide vSignify with a written notice detailing the disputed amount and basis for the dispute at least ten (10) days before the invoice due date. The parties shall work in good faith to resolve the dispute promptly. Undisputed portions of the invoice remain payable within the original due date, and the failure to notify vSignify within the specified timeframe shall waive Customer’s right to dispute the invoice.

Late Payments: Any undisputed amount not paid by the due date will accrue late fees at a rate of 1.5% per month (or the maximum rate allowed by law, whichever is lower), compounding monthly, until paid in full. In addition to accruing interest, vSignify reserves the right to suspend or terminate access to the Services if undisputed Fees remain unpaid for more than thirty (30) days past the due date, without prejudice to other remedies. Access will not be reactivated until all outstanding amounts are settled. Continued non-payment constitutes a material breach, and vSignify reserves the right to terminate this Agreement under Section 8.

3.3 Overages and Service Upgrades

During the Subscription Term, if Customer’s use of the Services exceeds the limits or allowances specified in the Order Form (“Overages”), vSignify will bill Customer for such Overages at the rate specified in the Order Form, or if not specified, at vSignify’s then-current standard rates. Overages will be prorated based on the duration and extent of the additional use.

Customer may also elect to upgrade its subscription by adding additional features, modules, Professional Services, or increasing the number of Authorized Users or usage limits (collectively, “Upgrades”). Upgrade Fees will be applied from the date the upgrade becomes effective in the Customer’s vSignify account (“Upgrade Activation Date”) and prorated for the remainder of the then-current Subscription Term.

• Professional Services Fees: One-time Professional Services fees shall be invoiced immediately upon activation and are due per the terms set forth in Section 3.2.
• Annual Adjustments: Any recurring Overages or Upgrades incurred will be rolled into the renewal invoice for the next Subscription Term, ensuring that the Customer’s subscription is aligned with its actual usage going forward.

4. Proprietary Rights and Data Protection

4.1 Ownership of Customer Content

As between the parties, all right, title, and interest in and to the Customer Content shall remain the sole and exclusive property of the Customer. For the purposes of this Agreement, “Customer Content” refers to all data, files, materials, documents, or other information uploaded, inputted, or otherwise provided by the Customer or its Authorized Users in connection with the Services. The parties agree that Usage Data (as defined herein) and Feedback (as defined in Section 4.4) are not considered Customer Content.

“Usage Data” refers to aggregated operational data and metrics related to Customer’s use of the Services, including but not limited to:

• The number of contracts processed and analyzed,
• The volume of tasks created and completed,
• Search frequency, report generation, and login frequency,
  or other metrics that do not reveal Customer’s identity or confidential information.

4.2 License Grant for Customer Content

Customer, on behalf of itself and its Affiliates, grants vSignify a limited, non-exclusive, worldwide, royalty-free, and revocable license to use, copy, store, modify, distribute, and display the Customer Content solely for the purpose of providing, maintaining, and improving the Services in accordance with this Agreement, the Data Processing Addendum (“DPA”), and applicable law.

Customer acknowledges that vSignify may use Usage Data, aggregated Customer Content, and de-identified data (together, “De-Identified Data”) to enhance, optimize, secure, market, and operate the Services. This use may include the development and improvement of artificial intelligence (“AI”) models, provided that such data:

• Remains anonymized, aggregated, and de-identified, such that it cannot reasonably identify the Customer, its Affiliates, Authorized Users, or any individual.
• Cannot be re-identified once transformed into De-Identified Data.

To illustrate, vSignify may transform specific data points (e.g., legal clauses) into numerical representations to train AI models for improved document analysis, so long as no personally identifiable or proprietary information is traceable back to the Customer or any individual.

4.3 vSignify’s Proprietary Rights

The parties acknowledge that the Services, AI models, methodologies, software, and any related documentation are and shall remain the intellectual property and proprietary technology of vSignify and/or its licensors and suppliers. All rights, title, and interest, including all patents, copyrights, trade secrets, trademarks, and other intellectual property rights in and to the Services and all related materials, including any modifications, derivative works, improvements, or enhancements, shall be owned exclusively by vSignify (collectively, “vSignify Technology”).

Customer acknowledges that it is granted only the limited rights expressly set forth in this Agreement or any applicable Order Form. No other licenses or rights—whether by implication, estoppel, or otherwise—are granted to Customer with respect to vSignify Technology. Any Feedback incorporated into the Services shall remain the property of vSignify, as further described in Section 4.4.

4.4 Feedback License

Any comments, suggestions, ideas, or recommendations provided by Customer or Authorized Users related to the Services or vSignify Technology (“Feedback”) shall be voluntarily provided and without obligation or expectation of compensation. Customer hereby grants vSignify a perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, incorporate, and otherwise exploit such Feedback in any manner, without attribution, limitation, or restriction based on intellectual property or other rights. All Feedback is provided “AS IS” without warranty of any kind.

4.5 Data Protection, Privacy, and Security

The Data Processing Addendum (“DPA”) available at https://www.vSignify.com/dpa sets forth the terms governing the processing, storage, and protection of Personal Data and Customer Content in compliance with applicable data privacy laws and regulations. The DPA is incorporated into this Agreement by reference and may be updated by vSignify to reflect changes in applicable data protection frameworks.

vSignify shall implement and maintain reasonable and appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of all Customer Content and Personal Data processed or stored in connection with the Services. The DPA further outlines vSignify’s obligations related to data security, including breach notification procedures.

If vSignify processes Personal Data originating from the European Economic Area (EEA), the United Kingdom, or Switzerland, the parties agree that the Standard Contractual Clauses (SCCs), as defined in the DPA, shall govern such data transfers. For purposes of the SCCs, Customer and its Affiliates shall be deemed the Data Exporters, and vSignify shall act as the Data Importer. Customer’s acceptance of this Agreement and any Affiliate’s execution of an Order Form shall be treated as execution of the SCCs by both parties.

5. Term and Termination Rights

5.1 Term, Subscription Period, and Automatic Renewal

This Agreement shall commence on the Effective Date and continue until all associated Order Forms have either expired or been terminated in accordance with this Agreement (the “Term“). The duration of the Customer’s subscription to the Services is defined in the relevant Order Form (the “Subscription Term“).

Unless otherwise stipulated in the applicable Order Form, the Subscription Term shall automatically renew for successive one (1) year periods (each, a “Renewal Subscription Term“) unless:

• (a) Customer provides written notice of non-renewal at least thirty (30) days prior to the commencement of the Renewal Subscription Term; or
• (b) vSignify provides written notice of non-renewal no later than sixty (60) days prior to the start of the Renewal Subscription Term.

Notice of Upcoming Renewal: vSignify shall notify the Customer’s designated account administrator(s) approximately ninety (90) days prior to the start of a Renewal Subscription Term to initiate discussions regarding the Customer’s continued usage of the Services.

Pricing Adjustments for Renewal:
For each Renewal Subscription Term, vSignify reserves the right to charge then-current standard rates applicable to the Services, reflecting market adjustments. Renewal pricing will not incorporate any discounts applied during the initial or prior Subscription Terms unless explicitly agreed otherwise in writing between the parties.

5.2 Termination for Cause and Insolvency Events

Mutual Right to Terminate for Cause: Either party may terminate this Agreement or any active Order Form with written notice, subject to the following conditions:

• (a) Material Breach:
  If either party materially breaches any of its obligations under this Agreement or an applicable Order Form, the non-breaching party shall provide written notice detailing the alleged breach. If the breaching party fails to cure the breach within thirty (30) days of receiving such notice, the non-breaching party may terminate the Agreement or the affected Order Form.
• (b) Insolvency or Bankruptcy Proceedings:
  Either party may terminate the Agreement if the other party becomes subject to any of the following insolvency-related events:
  • A general assignment for the benefit of creditors;
  • The appointment of a receiver or trustee over its assets or business operations;
  • The initiation of any voluntary or involuntary bankruptcy proceedings or proceedings under any similar federal, state, or foreign statute for creditor protection.

Termination Remedies:

• If Customer terminates for vSignify’s uncured material breach, vSignify shall refund a prorated portion of any prepaid Fees for Services not provided as of the effective termination date.
• If vSignify terminates for Customer’s uncured material breach, all outstanding Fees under this Agreement shall become immediately due and payable. Customer shall not be entitled to any refund of prepaid amounts.

5.3 Obligations upon Termination or Expiration

Upon the expiration or termination of this Agreement or any Order Form, the following provisions shall govern the transition and data management process:

• Cessation of Service Access:
  Customer and all Authorized Users must immediately discontinue use of the Services upon termination or expiration. Customer’s access to the Services will be revoked unless otherwise agreed upon in writing by vSignify.
• Data Export and Transition Assistance:
  Upon Customer’s written request made within thirty (30) days following termination or expiration, vSignify shall:
  • (a) Provide Customer with limited, temporary access to the Services for the sole purpose of exporting Customer Content and metadata in CSV format or its original file format, as supported by the Services; or
  • (b) Provide the Customer with a copy of its stored data in a standard format agreed upon by the parties.

Any non-standard data formats or additional delivery mechanisms shall be subject to mutual agreement between the parties and may incur additional fees.

• Data Deletion Obligations:
  After the thirty (30) day period, vSignify shall have no further obligation to retain or provide access to Customer Content. Customer hereby authorizes vSignify to permanently delete all remaining Customer Content from its systems, except as required for:
  • Regulatory compliance and financial reporting;
  • Litigation holds or other legal purposes, with retained data remaining subject to the confidentiality provisions outlined in Section 9 and the terms of the Data Processing Addendum (DPA).

5.4 Survival of Obligations and Continuing Liability

The termination or expiration of this Agreement shall not affect any rights, obligations, or liabilities accrued before the effective date of termination, nor shall it relieve either party from obligations that, by their nature, should reasonably survive termination. Specifically, the following provisions shall survive termination or expiration:

• Payment obligations, including all accrued and outstanding Fees;
• Confidentiality obligations under Section 9;
• Sections 1, 2.6, 3, 4.2, 4.3, 4.4, 5.3, and 6-10;
• Any other provision necessary to interpret the intent of this Agreement or enforce post-termination obligations.

5.5 Compliance with Governing Law and Notices of Termination

All notices of termination, non-renewal, or breach must be submitted in writing and delivered in accordance with the notice provisions set forth in Section 8. Any termination under this Agreement shall be in accordance with applicable state and federal laws, including but not limited to the U.S. Bankruptcy Code, Uniform Commercial Code (UCC), and other relevant regulations governing contractual relationships.

5.6 Force Majeure and Impossibility of Performance

Neither party shall be liable for delays or failure to perform any of its obligations under this Agreement if such delay or failure results from events beyond the reasonable control of that party, including but not limited to acts of God, government actions, strikes, labor disputes, natural disasters, or cyberattacks (“Force Majeure”). In the event a Force Majeure event persists for more than sixty (60) consecutive days, either party may terminate the Agreement upon written notice without further liability, except that each party shall remain liable for any accrued obligations.

 

 

6. Indemnification from Third-Party Claims

This Section establishes each party’s rights and obligations regarding the defense, indemnification, and liability for third-party claims. It ensures vSignify and Customer are properly protected from claims arising under this Agreement, with a focus on risk mitigation and commercial reasonability.

6.1 Indemnification of Customer by vSignify

Subject to the terms and limitations of this Section, vSignify agrees, at its sole expense, to defend, indemnify, and hold harmless Customer, including its officers, directors, employees, agents, affiliates, successors, and assigns, from any Customer Claim (defined below). In addition to providing defense, vSignify will indemnify Customer for any court-ordered judgment, damages, or costs arising from such Customer Claim or for any settlement amount agreed to by vSignify in writing.

A Customer Claim means any claim, suit, or proceeding brought by a third party (excluding Customer affiliates) alleging that Customer’s authorized use of the Services, in accordance with the terms of this Agreement, infringes or misappropriates any copyright, patent, trade secret, trademark, or other intellectual property right of the third party.

If the Services, or any component thereof, become subject to a Customer Claim that substantially interferes with Customer’s use, vSignify will, at its sole discretion and expense, undertake one of the following commercially reasonable actions:

• (a) Obtain for Customer the necessary rights to continue using the affected Services;
• (b) Modify or replace the affected portion of the Services to make it non-infringing, while maintaining equivalent functionality; or
• (c) If neither (a) nor (b) are available on commercially reasonable terms, terminate Customer’s right to use the affected portion of the Services and refund any unused prepaid fees for the terminated Services, prorated from the effective date of termination.

vSignify’s obligations under this Section shall not apply to any Exclusion as defined in Section 6.4.

6.2 Indemnification of vSignify by Customer

Subject to the terms of this Section, Customer agrees to defend, indemnify, and hold harmless vSignify, including its officers, directors, employees, agents, affiliates, successors, and assigns, from and against any vSignify Claim (defined below) and shall indemnify vSignify for any judgment, damages, or settlement amounts approved by Customer.

A vSignify Claim means any claim, suit, or proceeding brought by a third party alleging that Customer Content (as defined herein) or any materials provided by Customer for use within the Services violates, infringes, or misappropriates any intellectual property right, proprietary right, privacy right, or other legal right of the third party, or otherwise results in harm to the third party.

6.3 Claim Handling, Notice, and Defense

6.3.1 Notice and Tender of Claims

The party seeking indemnification (the Indemnitee) shall promptly provide the other party (the Indemnitor) with written notice of any claim for which indemnification is sought. Failure to provide timely notice will not relieve the Indemnitor of its obligations, except to the extent that the delay materially prejudices the Indemnitor’s defense of the claim.

6.3.2 Control of Defense and Settlement

The Indemnitor shall have the sole and exclusive right to control the defense of any claim for which it provides indemnification, including the selection of legal counsel. The Indemnitor also retains the right to negotiate and settle any claim, provided that:

• (a) The Indemnitor may not enter into any settlement or compromise that results in admission of liability or imposes any financial or non-monetary obligation on the Indemnitee without the Indemnitee’s prior written consent (which shall not be unreasonably withheld); and
• (b) The Indemnitee may, at its own expense, participate in the defense or settlement negotiations but shall not interfere with the Indemnitor’s control of the proceedings.

If the Indemnitee’s acts or omissions contributed to the underlying claim, the Indemnitor’s obligations may be proportionately reduced according to principles of comparative fault or contributory negligence.

6.4 Exclusions to Indemnification Obligations

6.4.1 vSignify’s Exclusions

vSignify shall have no obligation to defend or indemnify any Customer Claim to the extent such claim arises from:

• (a) Customer Content, as processed by vSignify in compliance with this Agreement;
• (b) Unauthorized modifications to the Services made by Customer or any third party at Customer’s direction, where the Customer Claim would not have arisen but for such modifications;
• (c) Customer’s breach of any material provision of this Agreement or violation of applicable laws;
• (d) Use of the Services in combination with third-party software or systems not authorized by vSignify, where such combination results in the alleged infringement; or
• (e) Customer’s failure to implement updates or modifications provided by vSignify to avoid or mitigate the infringement.

6.4.2 Customer’s Exclusions

Customer’s indemnification obligations shall be reduced or excluded to the extent the vSignify Claim arises from:

• (a) vSignify’s gross negligence, willful misconduct, or material breach of this Agreement;
• (b) vSignify’s violation of applicable intellectual property laws or regulations; or
• (c) Use of Customer Content outside the scope authorized by this Agreement.

6.5 Exclusive Remedy

The defense and indemnification obligations outlined in this Section constitute the sole and exclusive remedy available to each party with respect to any third-party claim of intellectual property infringement or misappropriation, subject to applicable limitations on liability in Section 7 and relevant statutes.

6.6 Limitation of Indemnity and Compliance Obligations

Each party acknowledges that indemnification liability may be subject to statutory or contractual limitations, including caps on damages or exclusions of certain types of liability under U.S. law. To the extent any indemnification obligation exceeds such limitations, the parties agree to negotiate in good faith to address any resulting liabilities.

Additionally, both parties shall comply with all applicable intellectual property laws, privacy regulations, and trade secret protections to prevent claims that could trigger the indemnification obligations herein.

 

7. Warranties and Disclaimers

This Section outlines the representations, warranties, and disclaimers applicable to both parties under this Agreement, aligned with international legal standards and considerations regarding cross-border service delivery, data protection compliance, and consumer protection laws.

7.1 Warranties

Each party warrants to the other that it possesses the necessary authority, capacity, and legal rights to enter into this Agreement and fulfill the obligations set forth herein. Additional warranties are as follows:

7.1.1 Customer Warranties

Customer represents and warrants that:

• (a) It holds all necessary intellectual property rights, licenses, and permissions to provide VSignify with access to and use of Customer Content as required under this Agreement and any Order Form.
• (b) Customer’s use of the Services and delivery of Customer Content does not and will not violate any applicable laws, regulations, or third-party rights, including but not limited to data privacy and copyright laws.

7.1.2 vSignify Warranties

vSignify represents and warrants that:

• (a) The Services, as delivered, will be free from material defects that prevent them from performing substantially as described in the applicable documentation when used as intended.
• (b) Any Professional Services rendered will be performed in accordance with international standards and best practices applicable to vSignify’s industry, ensuring professional diligence and quality.
• (c) The Services will not knowingly contain or introduce any malicious code such as “back doors,” “time bombs,” “Trojan horses,” “worms,” or “viruses” that would allow unauthorized access to Customer’s data, systems, or the Services.
• (d) vSignify complies with all relevant data protection and cybersecurity standards, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other applicable regulations.

In the event of a breach of the warranties provided in this Section, vSignify’s sole liability and Customer’s sole remedy will be:

1. Timely correction of any defects in the Services or Professional Services to bring them into compliance with the warranties.
2. If the defect is not resolved or a workaround is not provided within thirty (30) days of Customer notifying vSignify, Customer may terminate the applicable Order Form as an uncured material breach under Section 5.2.
3. Refund of prepaid Fees for any affected portion of the Services that cannot be remedied.

vSignify shall have no liability for breaches of these warranties to the extent they are caused by Exclusions as outlined in Section 6.4, including Customer’s unauthorized modifications or misuse of the Services.

7.2 Disclaimers

Except as explicitly set forth in this Agreement, the following disclaimers apply:

1. “AS IS” and “AS AVAILABLE” Basis
   The Services are provided on an “AS IS” and “AS AVAILABLE” basis, and vSignify makes no additional guarantees regarding the continuous availability, uninterrupted operation, or error-free performance of the Services, except as set forth in the Service Level Agreement (SLA).
2. Exclusion of Implied Warranties
   To the maximum extent permitted by applicable law, all warranties not expressly stated in this Agreement are hereby disclaimed, including but not limited to:

• (a) Implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.
• (b) Warranties arising from course of dealing, course of performance, or usage of trade.
• (c) Any warranties regarding quiet enjoyment or the suitability of the Services for local regulations or market conditions in jurisdictions outside vSignify’s principal place of business.

1. Jurisdiction-Specific Disclaimers
   Certain jurisdictions may not allow the exclusion of certain warranties or limitations on the duration of implied warranties. In such cases, the disclaimers and limitations shall apply only to the fullest extent permissible under the applicable laws of the relevant jurisdiction.
2. Third-Party Components and Services
   vSignify disclaims all liability for defects or issues resulting from any third-party services, integrations, or software components incorporated into or used alongside the Services. Use of third-party tools may be subject to separate license terms beyond vSignify’s control.

7.3 Compliance with International Legal Standards

Both parties acknowledge that this Agreement and the use of the Services must comply with international legal frameworks, including:

• GDPR (for customers operating within the European Union or handling EU citizen data);
• CCPA (for customers subject to U.S. state-level privacy laws);
• The Convention on Contracts for the International Sale of Goods (CISG), where applicable;
• Cross-border data transfer agreements, such as Standard Contractual Clauses (SCCs), when applicable.

To the extent that any portion of this Agreement conflicts with mandatory consumer protection or data privacy laws, the conflicting terms shall be interpreted or modified to comply with those laws without affecting the validity of the remaining provisions.

7.4 Limitation of Remedies

The remedies outlined in this Section constitute the exclusive remedies available to the Customer and vSignify with respect to warranty-related claims. Any action for breach of the warranties in this Agreement must be brought within one (1) year from the date the breach was discovered, unless a shorter limitation period is mandated by applicable law.

 

8. Mutual Limitations on Liability

8.1 Aggregate Liability and Exclusion of Certain Types of Damages

(a) Aggregate Liability:
To the maximum extent permitted by applicable law, and subject to the exceptions in Section 8.2, the total aggregate liability of each party, including its suppliers and licensors, for any claims arising from or related to this Agreement—whether for breach of contract, warranty, or any other claim—will be limited to actual and proven direct damages. Such damages shall not exceed the total amount paid or payable by the Customer under this Agreement and all associated Order Forms in the twelve (12) months immediately preceding the incident giving rise to the claim.

• Multiple Claims: The presence of multiple claims or lawsuits will not extend or increase the aggregate liability cap specified above.

(b) Exclusion of Special and Indirect Damages:
To the maximum extent allowed under applicable law, and subject to Section 8.2, neither party will be liable for any:

• Special, consequential, incidental, or punitive damages,
• Lost profits or lost revenue,
• Loss of data, use, goodwill, or business opportunities,

whether such damages arise from or relate to the subject matter of this Agreement, the use or inability to use the Services, or any other related claims. These limitations will apply even if the party has been advised of the possibility of such damages and even in the event of strict liability or product liability.

8.2 Exceptions and Interpretation

(a) Exceptions to the Liability Limitations:
Notwithstanding the limitations in Section 8.1, and to the maximum extent permitted under applicable law, the following exceptions apply:

• (i) The liability caps in Section 8.1 will not apply to amounts a party incurs in fulfilling its indemnification obligations under Section 6.
• (ii) Customer’s obligations to pay Fees under this Agreement and all Order Forms are not limited by Section 8.1.
• (iii) A party’s liability for intentional misconduct, fraud, or gross negligence will not be subject to the limitations in Section 8.1.

In addition:

• (A) If a party breaches its confidentiality obligations as a Receiving Party under Section 9, its liability will be limited to actual and proven damages, up to three (3) times the total amount paid or payable by Customer to VSignify under this Agreement during the twelve (12) months preceding the incident giving rise to the claim.
• (B) Liability for violations of the DPA will be governed by the specific limitation of liability terms in the DPA.

(b) Interpretation of Liability Provisions:
The parties agree to the following clarifications:

• (i) A breach of confidentiality obligations under Section 9 is treated as a separate and distinct claim from any breach of the DPA under Section 8.2(a)(B).
• (ii) The limitations of liability in Sections 8.1(a) and 8.1(b) are independent and apply regardless of each other’s enforceability.
• (iii) The parties acknowledge that the aggregate liability limitations in Section 8.1(a) will survive the failure of any essential purpose of the remedies in Section 8.1(b).

The parties agree that the terms of this Section form an essential basis of the bargain between the parties and are relied upon in entering into this Agreement.

8.3 Compliance with International Legal Standards

The liability limitations and exclusions under this Section are designed to align with global legal frameworks and applicable local laws, including:

• General Data Protection Regulation (GDPR) for liability related to data protection compliance.
• California Consumer Privacy Act (CCPA) and similar international privacy laws for damages resulting from personal data breaches.
• United Nations Convention on Contracts for the International Sale of Goods (CISG), where applicable, to address cross-border transactions and damages.

In the event of a conflict between mandatory local laws and the limitations outlined herein, the conflicting provisions shall be interpreted or modified to the minimum extent necessary to comply with the relevant laws without altering the intent of this Section.

8.4 Survival

The limitations on liability set forth in this Section will survive termination or expiration of this Agreement for any reason, ensuring that the agreed-upon risk allocation continues to apply to all claims and obligations related to the Agreement and its performance.

9. Mutual Confidentiality Obligations

9.1 Meaning of Confidential Information

Each party, as the “Receiving Party,” agrees that all code, inventions, know-how, business, technical, and financial information it receives from the other party (the “Disclosing Party”) constitutes Confidential Information of the Disclosing Party. This is true when the information:

• Is identified as confidential at the time of disclosure, or
• Should reasonably be known to be confidential due to the nature of the information and the circumstances of the disclosure.

The following are explicitly deemed Confidential Information:

• Service performance information, pricing terms, and documentation provided by VSignify.
• Customer Content provided by the Customer.

9.2 Standard of Care

Except as expressly allowed by this Agreement, the Receiving Party agrees to:

1. Hold the Disclosing Party’s Confidential Information in strict confidence and not disclose or use it for any purpose outside the scope of this Agreement.
2. Exercise the same level of care to protect the Disclosing Party’s Confidential Information that it uses for its own similar confidential information (but no less than reasonable care).
3. Limit access to the Disclosing Party’s Confidential Information to those employees, contractors, advisors, and agents who:
   • Have a legitimate need to know or access the information for purposes consistent with this Agreement, and
   • Are bound by confidentiality obligations at least as protective as those in this Agreement.

The Receiving Party’s nondisclosure obligations do not apply to information that the Receiving Party can demonstrate through written records:

• (a) Was lawfully in its possession or known to it before receiving it from the Disclosing Party.
• (b) Became public knowledge without any fault or breach by the Receiving Party.
• (c) Was lawfully obtained from a third party without breach of any confidentiality obligation.
• (d) Was independently developed by the Receiving Party’s employees or contractors without access to the Disclosing Party’s Confidential Information.

9.3 Compelled Disclosure and Equitable Relief

If the Receiving Party is legally required to disclose any of the Disclosing Party’s Confidential Information under regulations, laws, or court orders, it may do so, but:

1. Only to the minimum extent necessary to comply with such regulations, law, or court orders.
2. With prompt prior notice to the Disclosing Party (unless prohibited by law) to allow the Disclosing Party to seek a protective order or other remedy to preserve confidentiality.

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may result in substantial harm for which monetary damages alone may be inadequate. Therefore, in addition to any other remedies available at law, the Disclosing Party will be entitled to seek equitable relief, including injunctions or specific performance, from any court of competent jurisdiction without needing to prove actual damages.

 

 

10. General Provisions

10.1 Notices

Notices under this Agreement may be provided via electronic mail or written communication sent by first-class mail or pre-paid post, both of which will constitute written notice.

• Customer’s Notices to vSignify:
  • Must be sent by U.S. mail to:
    131 Continental Drive, Suite 301, Newark, DE 19713
    Attn: Legal Department
  • A copy must be sent via email to legal@vSignify.com.
• vSignify’s Notices to Customer:
  • Will be sent to the Customer’s email address on record or to the mailing address listed on the most current Order Form (or any updated mailing address provided by Customer).

10.2 Additional or Amended Terms

The parties may amend or supplement this Agreement at any time through a mutually signed written addendum, which will become an integral part of this Agreement. Unless explicitly stated otherwise, all addenda will terminate upon the expiration or termination of this Agreement.

vSignify will not be bound by any additional terms or conditions introduced by Customer through purchase orders, vendor portals, or other correspondence, unless such terms are expressly accepted in writing and countersigned by an authorized representative of vSignify.

10.3 Governing Law and Venue

This Agreement will be governed by the laws of the State of Washington and applicable U.S. federal laws, without reference to conflict-of-law principles. Any disputes, claims, or legal actions arising from this Agreement, including those related to any Order Form, DPA, vSignify Technology, or Services, will be resolved exclusively in the state or federal courts located in Delaware, Washington.

10.4 Assignment

Neither party may assign its rights or delegate its obligations to a third party, except:

• (a) As explicitly allowed in this Agreement or an Order Form, or
• (b) As part of a merger, acquisition, reorganization, or sale of substantially all assets.

This Agreement will be binding upon and benefit the successors and permitted assigns of both parties.

10.5 Logo Rights

Customer grants vSignify the right to identify Customer as a vSignify client on its website and in other marketing materials. vSignify will adhere to any branding guidelines provided by the Customer when using its name or logo.

Upon Customer’s written request, vSignify will promptly remove Customer’s name and marks from its website and, where feasible, from other marketing materials. The Customer retains full ownership and rights to its name, logo, and trademarks.

10.6 Third-Party Systems

Customer acknowledges that while vSignify’s Services may integrate with third-party systems, vSignify is not responsible for the applications, services, or products provided by third parties (except for vSignify’s own licensors and contractors involved in delivering the Services). This includes, but is not limited to, integrations with:

• Email services
• Customer Relationship Management (CRM) systems
• E-signature tools

The use of any Third-Party Service is governed solely by the agreement between Customer and the third-party provider, even if vSignify’s API facilitates the integration.

10.7 Miscellaneous

• Failure to Enforce: The failure of either party to enforce any right or provision will not be considered a waiver of such rights.
• Severability: If any provision is held invalid or unenforceable by a court of competent jurisdiction, it will be modified to best reflect the original intent within the limits of the law, with the remaining provisions continuing in full effect.
• Third-Party Beneficiaries: Except as stated otherwise, no third-party beneficiaries are created under this Agreement.
• Claims Limitation: Only the specific Customer entity that executed the relevant Order Form may bring claims against vSignify.
• Relationship of the Parties: Nothing in this Agreement creates a partnership, joint venture, agency, employment, or exclusive relationship between the parties.
• No Contingency on Future Functionality: Customer acknowledges that its purchase of the Services is not contingent on the delivery of future features or based on any statements by vSignify about future development.
• Export Compliance: Each party agrees to comply with applicable export laws and regulations of the United States and other jurisdictions.
  • (a) Each party represents that it is not on any U.S. government list of entities prohibited from receiving exports.
  • (b) Customer agrees not to allow its Authorized Users to access the Services in violation of U.S. export restrictions and will not export, re-export, or transfer any part of the Services in breach of these regulations.

10.8 Entire Agreement

This Agreement, including all Order Forms, and referenced documents (such as the SST, DPA, and SLA Policy), constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, and communications—whether written or oral—related to the subject matter.