Legal

Terms of Service

This SaaS Subscription Agreement (this "Agreement") is entered into by and between Sign IQ Inc. ("Provider") and [Customer legal entity] ("Customer"), together the “Parties” and each individually a “Party” as of the date of last signature below (the “Effective Date”). The parties hereby agree to the terms and conditions of this Agreement, including any service terms, product details and any applicable license or subscription terms set forth in any attachment hereto, including the Order Form, and each such document shall be binding on the Parties and incorporated into this Agreement upon execution of an Order Form.

1. Definitions

The following terms apply to this document and are intended to be used consistently across the Sign IQ document package.

2. Agreement Structure; Order of Precedence

If there is a conflict between this SaaS Subscription Agreement and any of the other documents that are part of the Agreement, the following order applies unless an Order Form expressly states otherwise: (a) the Order Form, solely for the Services and Subscription Term covered by that Order Form; (b) the DPA for privacy and data protection matters; (c) the Security Exhibit for information security controls; (d) the AUP; and (e) this SaaS Agreement.

Each Order Form is a separate ordering commitment. Termination or expiration of one Order Form does not terminate another Order Form unless the parties expressly agree otherwise.

3. Access Rights; Scope of Use

Subject to the Agreement and timely payment of Fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for Customer’s internal business purposes and for document workflows involving Authorized Users and Signers. Customer may allow affiliates to use the Services if the applicable Order Form permits such use and hereby agrees that such affiliate remains responsible for all affiliate use, payment obligations, and compliance with the Agreement. Customer shall ensure that its affiliates and Authorized Users using the Platform comply with all of Customer’s obligations hereunder.

Provider reserves all rights not expressly granted. No implied license is granted by course of performance, course of dealing, usage of trade, or otherwise.

4. Authorized Users; Signers; Administration

4.1 Account Administration. Customer is responsible for approving Authorized Users, assigning roles, managing permissions, maintaining accurate account information, and protecting credentials, access tokens, authentication methods, devices, administrator privileges, and account settings. Customer is responsible for all activity under Customer’s accounts, including activity by Authorized Users, Signers, integrations, APIs, Automated Actions, and AI-Enabled Features enabled or configured by Customer or its Authorized Users.

4.2 Customer-Controlled Workflows. Customer is responsible for all configurations, templates, recipient lists, signing orders, routing rules, authentication settings, approval workflows, reminders, retention settings, branding, integrations, API calls, automation rules, AI-Enabled Features, and other instructions submitted through or enabled in Customer's account.

4.3 Signers. Customer acknowledges that Signers may include third parties outside Customer’s organization. Customer is responsible for selecting appropriate authentication methods, signer notices, consent language, routing rules, retention settings, authority checks, and disclosure processes for each transaction.

4.4 Reliance on Instructions. Provider may rely on instructions, approvals, configurations, Automated Actions, and submissions made through Customer accounts unless Provider has actual knowledge that the action is unauthorized. Customer must promptly notify Provider if Customer becomes aware of any unauthorized access to or use of Customer's account, credentials, documents, workflows, integrations, APIs, or related systems.

5. Electronic Signatures; Transaction Records

5.1 Electronic Signature Functionality. The Platform is designed to facilitate electronic signatures, document workflows, audit trails, completion certificates, and related records. Customer is responsible for determining whether the Services are appropriate for each document type, jurisdiction, industry, signer population, transaction, authentication method, and record retention requirement.

5.2 Customer Responsibility for Legal Effect. Provider does not determine whether a document may be electronically signed, whether a Signer has authority, whether a required disclosure or consent has been provided, whether an authentication method is sufficient, whether a record must be retained in a particular manner, or whether a transaction complies with laws governing electronic signatures, records, notarization, consumer protection, regulated industries, or other legal requirements.

5.3 Manual, Automated, and AI-Enabled Actions. Customer's responsibilities in this Section apply whether the relevant action is taken manually, through an Automated Action, through an integration or API, or through any AI-Enabled Feature or software-agent functionality.

5.4 Transaction Records. Provider will make transaction logs, completion certificates, audit trails, or similar records available as described in the Services. Customer is responsible for exporting, retaining, preserving, and producing records as required by law, Customer policy, or the needs of Customer's transactions.

6. Automated Actions; AI-Enabled Features

6.1 Responsibility for Automated Actions. Customer is responsible for all Automated Actions taken through Customer's account, credentials, access tokens, integrations, APIs, workflows, automations, rules, templates, settings, and AI-Enabled Features, whether such actions are taken directly by Customer, by an Authorized User, by a Signer, by another person using Customer's account, or through an automated process configured, enabled, approved, or made available by Customer or its Authorized Users.

6.2 Legally Significant Actions. Customer shall not use, configure, enable, or permit any Automated Action, AI-Enabled Feature, software agent, integration, workflow, rule, or similar technology to sign, approve, accept, reject, submit, send, route, acknowledge, consent to, certify, or otherwise take any legally significant action on behalf of any person or entity unless Customer has all necessary authority, consents, disclosures, instructions, and legal basis to do so.

6.3 No Authority or Legal-Effect Determination by Provider. Provider does not determine whether any Automated Action or AI-Enabled Feature constitutes a valid electronic signature, approval, consent, authorization, certification, notice, record, delivery, acceptance, rejection, or other legally effective act under applicable law. Provider also does not determine whether any person, account, system, integration, AI-Enabled Feature, or software agent has authority to act on behalf of any Signer, sender, recipient, organization, or other party.

6.4 Evaluation of Use Cases. Customer is solely responsible for determining whether Customer's use of the Services, including any AI-Enabled Feature, Automated Action, workflow, integration, or API, is appropriate, lawful, enforceable, and legally effective for Customer's documents, Signers, recipients, jurisdictions, industries, authentication methods, record retention obligations, and use cases.

6.5 No Legal Advice; Review of Outputs. Any information, output, suggestion, classification, summary, automation, workflow recommendation, document analysis, or other result generated or made available through AI-Enabled Features is provided for informational and operational purposes only and is not legal, compliance, tax, accounting, security, or other professional advice. Customer is responsible for independently reviewing and validating all such outputs before relying on them or using them in connection with any document or transaction.

6.6 Human Review and Controls. Customer is responsible for implementing appropriate human review, approval, oversight, authentication, access controls, and authorization procedures for any workflow involving documents, signatures, approvals, consents, legal notices, regulated transactions, Sensitive Data, or legally significant actions.

6.7 No Impersonation or Misrepresentation. Customer shall not use the Services, AI-Enabled Features, Automated Actions, workflows, integrations, APIs, or related functionality to impersonate any person, misrepresent authority, create or apply a signature without authorization, cause a document to appear to have been reviewed or approved when it has not been, or otherwise create a false or misleading record of consent, approval, execution, delivery, authentication, or authorization.

7. Customer Content

7.1 Ownership. Customer retains all right, title, and interest in Customer Content. Customer grants Provider a non-exclusive, worldwide license to host, process, transmit, display, reproduce, store, back up, and otherwise use Customer Content solely to provide, maintain, secure, support, troubleshoot, and improve the Services and as otherwise permitted by the Agreement.

7.2 Rights, Notices, and Consents. Customer represents and warrants that it has all rights, permissions, notices, consents, lawful bases, and authority needed for Provider to process Customer Content and for Customer to use the Services as contemplated by the Agreement. Customer is responsible for the legality, accuracy, quality, appropriateness, and permitted use of Customer Content.

7.3 Sensitive Data and Regulated Content. Customer is responsible for determining whether Customer Content includes Sensitive Data or other regulated information and whether the Services, Order Form, DPA, Security Exhibit, and Customer's configurations are appropriate for such information. Customer shall not submit Sensitive Data to the Services unless the Agreement, applicable Order Form, DPA, and Security Exhibit permit such use and Customer has implemented appropriate notices, consents, configurations, safeguards, and legal controls.

7.4 No Sale; Limited Use. Provider will not sell Customer Content or use Customer Content for advertising. Provider may use aggregated or de-identified information derived from operation of the Services to analyze, improve, and secure the Services, provided the information does not identify Customer, Authorized Users, Signers, or any individual.

8. Provider Responsibilities

Provider will provide the Services in material accordance with the Agreement, applicable Order Forms, and Provider’s then-current documentation.

Provider will maintain a commercially reasonable information security program designed to protect Customer Content, as further described in the Security Exhibit.

9. Customer Responsibilities and Restrictions

9.1 Compliance. Customer will use the Services only in accordance with the Agreement, documentation, applicable law, and the AUP.

9.2 Restrictions. Customer will not: (a) use the Services, or allow access to them, in a manner that circumvents contractual usage restrictions included in this Agreement, an Order Form, or the Authorized User limitations; (b) copy, modify, reverse engineer, or create derivative works of the Services or otherwise attempt to derive source code or other trade secrets from the Services; (c) rent, sell, sublicense, or provide access to the Services to third parties except as expressly permitted by the Agreement; (d) interfere with or disrupt the Services; (e) attempt unauthorized access to the Services; (f) use the Services to transmit malicious code, spam, phishing messages, fraudulent communications, or unlawful content; (g) use the Services in a manner that violates third-party rights, including intellectual property, contractual, privacy, publicity, or other rights; (h) use the Services to disseminate libelous, tortious, harassing, threatening, obscene, deceptive, or otherwise unlawful materials; (i) use the Services to train, calibrate, benchmark, test, validate, fine-tune, improve, or develop any other system, program, platform, artificial intelligence system, machine learning model, large language model, data extraction tool, or competing product without Provider's prior written consent; (j) use any Automated Action, AI-Enabled Feature, workflow, integration, API, rule, or software agent to sign, approve, accept, reject, submit, send, route, acknowledge, consent to, certify, or otherwise take legally significant action on behalf of any person or entity without all necessary authority, consents, disclosures, instructions, and legal basis; (k) create, apply, transmit, or cause the application of any signature, initials, approval, consent, certification, or other indication of assent without authorization from the person or entity to be bound; (l) misrepresent, or cause any system or record to misrepresent, the identity, authority, intent, review, approval, consent, execution, delivery, or authentication of any person or entity; or (m) rely on AI-generated output as a substitute for legal, compliance, tax, accounting, security, or other professional advice.

9.3 Customer Systems and Dependencies. Customer is responsible for its systems, internet connectivity, identity provider, endpoints, templates, Signer lists, workflow rules, branding, integrations, API credentials, AI-Enabled Feature settings, and other Customer-controlled configurations. Provider is not responsible for issues caused by Customer systems, Customer configurations, Customer instructions, or third-party systems outside Provider's control.

10. Fees; Payment; Taxes

10.1 Fees. Customer will pay the Fees stated in each Order Form. Unless otherwise stated, Fees are non-cancelable and non-refundable, payment obligations are not contingent on future features or functionality, and usage-based or overage Fees may be invoiced in arrears. See Section 10.4 for Provider's refund policy.

10.2 Payment. The Services are invoiced annually in advance and will coincide with the start date indicated in an Order Form. Invoices are due within thirty (30) days after invoice date unless the Order Form states otherwise. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Further, Customer will be responsible for any collection fees incurred by Provider to collect overdue invoices. Provider may suspend Services for undisputed amounts more than thirty (30) days overdue upon notice to Customer.

10.3 Taxes. Fees are exclusive of taxes. Customer is responsible for sales, use, VAT, GST, withholding, and similar taxes, excluding taxes based on Provider’s net income. Without limiting the foregoing, Customer shall bear any and all taxes associated with the purchase of, payment for, or access to the Services. If Customer claims tax exempt status for amounts due, it shall provide a valid tax exemption certificate to Provider. The Parties’ obligations hereunder shall survive any termination or expiration of this Agreement.

10.4 Refund Policy. All Fees paid or payable under this Agreement are final. Provider does not issue refunds, credits, or other compensation for any reason, including early termination, non-use, partial use, downgrade, suspension, breach, dissatisfaction with the Services, or termination of this Agreement or any Order Form by either Party. This no-refund policy applies notwithstanding any other provision of this Agreement, except to the extent a refund is required by applicable law.

11. Confidentiality

Each party may disclose to the other party certain non-public, proprietary, confidential, or sensitive information, whether disclosed orally, visually, electronically, in writing, through access to systems or materials, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure (“Confidential Information”). Confidential Information includes, without limitation, business plans, product plans and roadmaps, technology, software, source code, object code, algorithms, technical information, security information, pricing, financial information, customer and vendor information, contracts, trade secrets, know-how, data, reports, analyses, and the terms of this Agreement and any Order Form. Customer Content is Customer’s Confidential Information.

The receiving party shall: (a) use the disclosing party’s Confidential Information solely to perform or receive the benefits of this Agreement; (b) not disclose the disclosing party’s Confidential Information to any third party except as expressly permitted under this Agreement; and (c) protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care. The receiving party may disclose Confidential Information to its and its Affiliates’ employees, officers, directors, contractors, advisors, attorneys, accountants, service providers, and representatives who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party shall remain responsible for any breach of this Section by any person or entity to whom it discloses Confidential Information.

Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the receiving party without restriction before receipt from the disclosing party; (iii) is lawfully received from a third party without restriction and without breach of any duty owed to the disclosing party; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

If the receiving party is required by law, regulation, subpoena, court order, governmental request, or other legal process to disclose any Confidential Information, the receiving party shall, to the extent legally permitted, provide the disclosing party with prompt written notice and reasonable assistance so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party shall disclose only the portion of Confidential Information legally required to be disclosed and shall use reasonable efforts to ensure that such information is afforded confidential treatment.

Upon termination or expiration of this Agreement, or upon the disclosing party’s written request, the receiving party shall promptly return or destroy all Confidential Information in its possession or control, except that the receiving party may retain copies to the extent required by applicable law, regulation, professional obligation, or automatic backup or archival systems, provided that any retained Confidential Information remains subject to this Section for so long as retained.

The obligations in this Section shall continue for five (5) years after termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they constitute trade secrets under applicable law, and Confidential Information retained under this Section shall remain subject to the confidentiality obligations for so long as retained. The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and that the disclosing party may seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, for any actual or threatened breach of this Section.

12. Data Protection; Security; Data Residency

Provider will process personal data as described in the DPA. Customer is responsible for all Customer Content, including any personal information included therein. Customer grants Provider the right to process any Customer Content in accordance with the DPA.

Provider will implement and maintain the security measures described in the Security Exhibit.

Unless the Order Form expressly states otherwise, Provider and its subprocessors may access Customer Content from locations reasonably necessary to provide, support, secure, maintain, and improve the Services, subject to the DPA and Security Exhibit.

Customer is responsible for determining whether any data residency, sector-specific, export control, sanctions, or cross-border transfer restrictions apply to Customer Content or particular transactions.

13. Intellectual Property; Feedback

Provider and its licensors retain all right, title, and interest in the Services, Platform, documentation, software, APIs, templates supplied by Provider, usage data, analytics, know-how, and related intellectual property, as well as any improvements, design contributions, or derivative works thereto. Unless otherwise provided herein, or in an Order Form, all deliverables provided by Provider in the performance of the Services, excluding Customer Content, are owned by Provider.

Customer may provide suggestions or feedback. Customer grants Provider a royalty-free, fully paid, sub-licensable, transferable, perpetual, worldwide license to make, use, sell, offer for sale and otherwise exploit any such feedback without restriction or obligation, provided Provider does not disclose Customer Confidential Information in doing so. Customer shall ensure that feedback does not identify Customer, its affiliates or its Authorized Users and that it obtained any and all authorizations required to provide such feedback, to the extent applicable.

14. Third-Party Services and Integrations

The Services may interoperate with third-party services, including identity providers, cloud storage providers, payment systems, communications providers, and business applications. Customer’s use of third-party services is governed by the third party’s terms and policies.

Provider is not responsible for third-party services, data loss or disclosure caused by third-party services, or changes to third-party APIs that affect integrations, except to the extent Provider is directly responsible under the Agreement.

15. Warranties; Disclaimers

15.1 Provider Warranty. Provider warrants that the Services will perform materially in accordance with the documentation during the Subscription Term. Customer’s exclusive remedy for breach of this warranty is for Provider to use commercially reasonable efforts to correct the nonconformity or, if Provider cannot do so within a reasonable period, either party may terminate the affected Order Form. No refund, credit, or other compensation will be due to Customer in connection with such termination or otherwise under this Section.

15.2 Mutual Authority. Each party warrants that it has authority to enter into the Agreement and that entering into the Agreement does not breach the terms of an agreement to which it is a party. Customer warrants that it will use the Services in compliance with applicable law and will not submit Customer Content in violation of third-party rights.

15.3 No Legal, Compliance, or Professional Advice. Provider does not provide legal, compliance, tax, accounting, security, or other professional advice through the Services, documentation, support, AI-Enabled Features, workflows, outputs, or communications. Customer is responsible for consulting qualified advisors regarding Customer's documents, workflows, Signers, jurisdictions, industries, and use cases.

15.4 No Warranty of Legal Effect. Provider does not warrant that any document, transaction, signature, approval, consent, notice, certificate, audit trail, Automated Action, AI-Enabled Feature, authentication method, or workflow will be legally valid, enforceable, admissible, sufficient, or appropriate for Customer's particular circumstances.

15.5 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICES, AI-ENABLED FEATURES, AUTOMATED ACTIONS, OUTPUTS, BETA FEATURES, TRIALS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT CUSTOMER CONTENT WILL BE IMMUNE FROM ALL SECURITY THREATS.

16. Indemnification

16.1 Provider Indemnity. Provider will defend Customer against third-party claims alleging that the Platform, as provided by Provider and used in accordance with the Agreement, infringes a United States patent, copyright, or trademark. Provider will not be responsible for any claims that are due to Customer’s or its Authorized User’s combination of the Services with other goods or services provided by third parties, Customer Content, Customer's breach of this Agreement, the AUP or Order Form, or Customer's lack of adherence to any instructions or specifications provided to Customer by Provider or otherwise available to Customer in connection with its use of the Services. If Customer is prohibited from using the Services, or a portion thereof, based on a claim covered by this indemnification obligation, Provider may either: (i) obtain the right to use the affected portion of the Services for Customer; (ii) modify the allegedly infringing portion of the Services so that Customer can continue to utilize the Services; or (iii) replace the allegedly infringing portion of the Services with items of substantially similar functionality. The remedies set forth herein are Customer’s sole and exclusive remedies for any actual or alleged infringement by the Services of any third-party intellectual property right.

16.2 Customer Indemnity. Customer will defend Provider against third-party claims arising from: (a) Customer Content; (b) any breach of Customer’s obligations under the Agreement; (c) Customer's use of the Services in violation of the Agreement or applicable law; (d) Customer's negligence or willful misconduct; (e) documents or transactions initiated by Customer; (f) any allegation that Customer, an Authorized User, Signer, Automated Action, AI-Enabled Feature, workflow, integration, API, rule, or software agent lacked authority to sign, approve, accept, reject, submit, send, route, acknowledge, consent to, certify, or otherwise take legally significant action; or (g) any alleged invalidity, unenforceability, unauthorized execution, unauthorized approval, improper disclosure, insufficient consent, or failure to comply with legal requirements in connection with Customer's documents, workflows, transactions, configurations, Automated Actions, or AI-Enabled Features.

16.3 Procedures. The Parties’ respective obligations in this Section are conditioned on: (a) the indemnified Party giving the indemnifying Party prompt written notice of the claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the indemnifying Party is prejudiced by the delay or failure; (b) the indemnifying Party being given full and complete control over the defense and settlement of the claim; and (c) the indemnified Party providing assistance in connection with the defense and settlement of the claim, as the indemnifying Party may reasonably request. The indemnifying Party will indemnify the indemnified Party against: (i) all damages, costs, and attorneys’ fees finally awarded against the indemnified Party with respect to any claim; (ii) all out-of-pocket costs, including reasonable attorneys’ fees, reasonably incurred by the indemnified Party in connection with the defense of the claim, other than attorneys’ fees and costs incurred without the indemnifying Party’s consent after it has accepted defense of such claim; and (iii) all amounts that the indemnifying Party agreed to pay to any third party in settlement of any claims arising under this Section and settled by the indemnifying Party or with its approval. The indemnifying Party shall not, without the indemnified Party's prior written consent, agree to any settlement that imposes payment or non-monetary obligations on the indemnified Party or includes any admission of liability by the indemnified Party.

17. Limitation of Liability

UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.

EXCEPT FOR EXCLUDED CLAIMS, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY AND THEIR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE(S) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

The limitations of liability in this Section apply to all claims arising out of or relating to AI-Enabled Features, Automated Actions, integrations, APIs, electronic signatures, approvals, consents, document routing, authentication methods, signer authority, transaction enforceability, and any Customer configuration or instruction.

The exclusions and caps do not apply to payment obligations, confidentiality breaches, willful misconduct, or liability that cannot be limited by law (the “Excluded Claims”).

18. Term; Suspension; Termination

The Agreement begins on the effective date of the first Order Form and continues until all Order Forms expire or are terminated. Each Order Form continues for its Subscription Term and renews only if stated in the Order Form.

If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors.

Provider may suspend access to the Services immediately if necessary to address security threats, AUP violations, legal requirements, suspected unauthorized access, suspected unauthorized signatures or approvals, misuse of AI-Enabled Features or Automated Actions, export or sanctions concerns, non-payment, or material harm to the Services, Provider, customers, Signers, users, or third parties.

Upon expiration or termination, Customer’s access to the affected Services will immediately cease. Further, any amounts that may have accrued prior to expiration or termination are immediately due and payable by Customer. All licenses and use rights provided hereunder will cease upon such expiration or termination. Provider will make Customer Content available for export for a period not to exceed ninety (90) days, after which Provider may delete or anonymize it in accordance with the Agreement and DPA. Any provision of this Agreement that by its nature is intended to survive expiration or termination shall survive, including Sections 1, 2, 5, 6, 7, 10, 11, 12, 13, 15 solely with respect to disclaimers and warranty limitations, 16, 17, 18 solely with respect to the effects of expiration or termination, 19, 21, and 22, together with all accrued payment obligations and any other provisions that by their nature should survive.

19. Audit; Compliance; Export

Customer shall maintain complete and accurate books and records reasonably necessary to verify Customer’s compliance with this Agreement, including its compliance with the applicable Order Form, permitted-user, subscription, usage, and payment obligations. During the Term and for two (2) years thereafter, Provider may audit such records to ensure Customer’s compliance herewith.

Customer shall reasonably cooperate with the audit, including by providing access to relevant usage records, user lists, subscription records, payment records, and other reasonably requested information relating to Customer’s use of the Services. If an audit reveals that Customer has exceeded the scope of its subscription, underpaid fees, or otherwise used the Services in violation of this Agreement or an Order Form, Customer shall promptly pay any unpaid fees, calculated at Provider’s then-current rates or the rates set forth in the applicable Order Form, as applicable. If the underpayment exceeds five percent (5%) of the fees payable for the audited period, Customer shall also reimburse Provider for the reasonable out-of-pocket costs of the audit.

Customer shall comply with all applicable export control, economic sanctions, anti-boycott, and trade compliance laws and regulations, including those administered or enforced by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, and any other applicable governmental authority. Customer shall not, directly or indirectly, access, use, export, re-export, transfer, make available, or permit access to or use of the Services, Provider Technology, Documentation, or any related technical information in violation of such laws, including to or for the benefit of any country, region, entity, or person subject to applicable trade sanctions, embargoes, or export restrictions.

Customer represents and warrants that neither Customer nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions or embargoes, or identified on any restricted party list maintained by an applicable governmental authority, including the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, the Denied Persons List, the Entity List, or the Debarred List. Customer shall not use the Services for any prohibited end use, including any use related to weapons, nuclear, chemical, biological, or missile technology, or any military end use or military end user where restricted by applicable law.

Provider may suspend or terminate Customer’s or any Authorized User’s access to the Services immediately upon written notice if Provider reasonably determines that continued access or use may violate applicable export control, sanctions, or trade compliance laws, or may expose Provider to legal or regulatory liability. Customer shall promptly notify Provider if Customer becomes aware of any actual or potential violation of this Section and shall reasonably cooperate with Provider in connection with any related investigation, screening, remediation, or required governmental disclosure.

20. Publicity

Customer agrees that Provider may identify Customer by name and logo as a user of the Services on Provider's website, in customer lists, and in marketing and promotional materials. Provider will not issue any press release, case study, or detailed testimonial referencing Customer without Customer's prior written consent. Each Party will comply with the other Party's reasonable trademark usage guidelines.

21. Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in New York County, New York for the resolution of any action or proceeding arising out of or relating to this Agreement. Each Party irrevocably waives any objection to venue in, or the defense of an inconvenient forum with respect to, any such court. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party, in addition to any other relief to which such prevailing Party may be entitled. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

22. General

This Agreement, together with all Order Forms, exhibits, schedules, addenda, and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings, and communications, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default.

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, directly or indirectly, by operation of law, change in control, sales of assets or stock, or otherwise, without Provider’s prior written consent. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this clause is void. Provider may assign this Agreement without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Except for Customer’s payment obligations, neither party shall be liable for any delay or failure to perform, due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, interruptions in internet or utility service, failures of third-party hosting providers, or other events of force majeure.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship. There are no third-party beneficiaries to this Agreement unless expressly stated otherwise. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email to the addresses specified in the applicable Order Form or otherwise designated by a party in writing, and will be deemed given upon receipt, except that email notices will be deemed given when sent, provided that no bounce-back or other delivery failure notice is received.

This Agreement may be executed electronically and in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Any terms appearing on a purchase order, vendor portal, invoice, or other ordering document issued by Customer are rejected and will have no force or effect unless expressly agreed in writing by Provider.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date by their duly authorized representatives.

Privacy Policy

Introduction

At SignIQ, we respect your privacy and are committed to protecting your personal data. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website or use our services.

Information We Collect

We may collect information about you in a variety of ways, depending on how you interact with our site:

• Personal Data: Voluntarily provided information such as your name, email address, phone number, and company name when you fill out a contact form, subscribe to a newsletter, or request a demo.
• Derivative Data: Information our servers automatically collect when you access the site, such as your IP address, browser type, operating system, access times, and the pages you viewed directly before and after accessing the site.
• Financial Data: If you purchase services from SignIQ, we may collect data related to your payment method (such as valid credit card number, card brand, expiration date). Note: we store only very limited, if any, financial information. Most is forwarded to our third-party payment processor.

How We Use Your Information

We use the information we collect to provide you with a smooth, efficient, and customized experience. Specifically, we may use your data to:

1. Operate, maintain, and improve our website and services.
2. Prevent fraudulent transactions, monitor against theft, and protect against criminal activity.
3. Send you administrative information, such as updates to our terms or policies.
4. Respond to your customer service requests, comments, or questions.
5. Comply with legal obligations and enforce our terms and policies.

Disclosure of Your Information

We do not sell, rent, or trade your personal data with third parties. We may share information we have collected about you in certain situations, including:

• By Law or to Protect Rights: If we believe the release of information about you is necessary to respond to legal process, or to protect the rights, property, and safety of others.
• Third-Party Service Providers: We may share your data with third parties that perform services for us or on our behalf, such as web hosting, data analysis, email delivery, and payment processing.

Security of Your Information

We use administrative, technical, and physical security measures to help protect your personal information. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse.

Your Privacy Rights

Depending on your location, you may have the following rights regarding your personal data:

• The right to access, update, or delete the information we have on you.
• The right of rectification (to correct inaccurate information).
• The right to object to or restrict our processing of your data.
• The right to withdraw consent at any time where we relied on your consent to process your information.

To exercise any of these rights, please contact us using the information provided below.

Contact Us

If you have questions or comments about this Privacy Policy, please contact us at info@getsigniq.com.

Contact Support

Data Processing Addendum

1. Definitions

Customer Data means personal data submitted to SignIQ by you or signers using your account. Subprocessor means a third party engaged by SignIQ to process Customer Data. Data Protection Laws means GDPR, UK GDPR, CCPA/CPRA, and other applicable U.S. state privacy laws.

2. Roles

You are the data controller for Customer Data. SignIQ is the data processor and acts on your documented instructions, including these Terms and your configuration of the service.

3. Subject matter, duration, nature

SignIQ processes Customer Data to deliver the e-signature service for the duration of your subscription, plus a reasonable period afterward to support legal enforceability of signed records.

4. Categories of data subjects and data

Data subjects include account users (your team) and signers (parties to whom you send documents). Data categories include identity (name, email, phone), authentication metadata (IP, device), document content, and signature event metadata.

5. Subprocessors

Current subprocessors include the providers listed below. We’ll provide at least 30 days’ notice of new subprocessors and you may object on legitimate grounds.

A current list of subprocessors, including the cloud infrastructure, email, SMS, and payment-processing providers we use, is available on request at info@getsigniq.com. All current subprocessors are located in the United States.

6. Security measures

Detailed in our Security & Compliance page: TLS 1.2+ in transit, AES-256 at rest, role-based access, multi-AZ backups, and tamper-evident audit trails. SOC 2 Type II in progress.

7. Data subject requests

We’ll assist you in responding to data subject requests (access, deletion, correction, portability, restriction). Most requests can be fulfilled by you directly via the dashboard or API. For complex cases, contact info@getsigniq.com.

8. Breach notification

We’ll notify you without undue delay (and within 72 hours of confirmation) of any personal data breach affecting your Customer Data, with the information required under applicable Data Protection Laws.

9. International transfers

Customer Data is processed in the United States. Where required, transfers from the EEA, UK, or Switzerland are made under the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Addendum, or other valid mechanisms.

10. Audit rights

You may audit our compliance with this DPA once per year on reasonable notice, conducted at your expense and subject to confidentiality. Where available, we’ll provide third-party audit reports (e.g., SOC 2) in lieu of on-site audits.

11. Return and deletion

Within 30 days of termination we will return or delete Customer Data at your option, except where retention is required by law or to support the legal enforceability of signed records.

12. Contact

DPA questions: info@getsigniq.com.