These Signature.nc Service Terms and Conditions (“Terms”) govern access to and use of Signature.nc’s websites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities that purchase services (“Signature.nc Services”) or create an account (“Account”) and their authorised users (collectively, “Customers”). By using the Site or Signature.nc Services, you accept these Terms as a Customer or Site Visitor (either for yourself or on behalf of the legal entity you represent). Customers and Site Visitors may be referred to in these Terms as “you”, “your”, or “yours”, as applicable. If you are a Customer and you or your organisation are bound by a Signature.nc Services master agreement (“Enterprise Terms”), these Terms apply only, if at all, to your use of the Site or Signature.nc Services to the extent that such use is not already governed by the master services agreement. For clarity, all references to the “Site” in these Terms also include the Signature.nc Services.
By using, downloading, or otherwise accessing any document from the Site, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you are not authorised to use the Site and must stop using it immediately.
1. UPDATES AND COMMUNICATIONS
1.1 We may amend these Terms or any other terms that apply to a Signature.nc Service to reflect changes in legislation or in the Signature.nc Services. We will post the updated terms on the Site with a “last updated” date. Please check the Site regularly so you are aware of any changes in a timely manner. If you continue to use the Signature.nc Services after changes become effective, you agree to be bound by the amended terms. You agree that we will not be liable to you or to any third party for any modification of the Terms.
1.2 You agree to receive electronically all communications, agreements, and notices that we provide in connection with the Signature.nc Services (“Communications”), including by email, SMS, in-app notifications, or by posting them on the Site or within the Signature.nc Services. You agree that all Communications we provide electronically satisfy any legal requirement that such Communications be in writing and you undertake to keep your Account contact information up to date.
2. ACCESS AND USE RIGHTS
2.1 Eligibility for Use.
You represent and warrant that you (a) are of legal age (18 years or older, or the age of majority in your place of residence) and capable of agreeing to these Terms; and (b) you (and your authorised users, if any) are not a national or resident of, and will not be located in, a country or territory that is subject to a United States embargo. You further represent and warrant that you are not an end user prohibited under the Export Control Laws (as defined in Section 11.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If Signature.nc has previously banned you from accessing the Site or using its Services, you are not allowed to access the Signature.nc Site or use its Services. If you accept these Terms on behalf of an organisation or entity, you represent and warrant that you are authorised to accept these Terms on its behalf and to bind it hereto (in which case all references to “you”, “your”, and “yours” in these Terms, except in this sentence, refer to that organisation or entity).
2.2 Limited Licence.
Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-transferable licence to access and use the Site for your internal business purposes only as expressly permitted in these Terms and, where applicable, in any paid customer programme authorising the creation of an Account to use a Signature.nc Service (a “Subscription Plan”). You may not use, or authorise the use of, the Site for unlawful purposes or in any way that conflicts with these Terms. If you are or become a direct competitor of Signature.nc, you may not access or use the Signature.nc Services without our prior written consent, and any permitted use will be limited to the purposes authorised in writing. Except as otherwise restricted herein, Signature.nc grants you a non-exclusive, non-transferable, limited licence to display, copy, and download materials from the Site provided that you (a) retain all copyright and other proprietary notices on the materials; (b) use them solely for personal or internal, non-commercial purposes or as permitted by any applicable Subscription Plan; and (c) do not modify them in any way. Each Subscription Plan includes limits and requirements that describe the functionality available to the Customer. Any breach of the licence terms in this Section 2 may result in the immediate termination of your right to use the Site and may subject you to claims for copyright infringement or other causes of action, as applicable.
3. OWNERSHIP
3.1 Intellectual Property.
The Site contains proprietary materials protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.
3.1.1 The Site is also protected as a compilation or collective work under French copyright law and other applicable laws and treaties. You agree to comply with all applicable copyright and other laws, as well as any copyright notices or restrictions displayed on the Site. You acknowledge that the Site contains original works developed, compiled, prepared, revised, selected, and arranged by Signature.nc and other entities through methods and standards of judgement that involved considerable time, effort, and expense, and that the Site and the intellectual property rights therein are the property of Signature.nc and those other entities. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or proprietary rights of any kind, together with all documentation, enhancements, derivative works, and related know-how or processes, including all rights in and to any applications and registrations pertaining to the Site, are and remain the exclusive property of Signature.nc as between you and Signature.nc.
3.1.2 The trademarks, logos, slogans, and service marks displayed on the Site (collectively, the “Trademarks”) are the registered and unregistered Trademarks of Signature.nc, Signature.bzh, and other entities. The Trademarks may not be used in advertising or in any way that suggests Signature.nc sponsors or is affiliated with any event, organisation, product, or service without Signature.nc’s prior express written consent. Signature.nc recognises the Trademarks of other organisations for their respective products or services mentioned on the Site. All rights not expressly granted in these Terms or on the IP Pages are reserved by Signature.nc, Inc. Except as expressly provided herein, your use of the Trademarks or any other Signature.nc content is strictly prohibited.
3.1.3 Copyright. Signature.nc respects copyright and expects its Customers to do the same. If you believe that any material on the Site infringes your copyright, please notify us promptly.
3.2 Software Use Restrictions. Software available for download from the Site or from third-party websites or applications (the “Software”) is copyrighted work belonging to Signature.nc or third-party suppliers. Use of the Software is governed by these Terms. Unauthorised reproduction or distribution of the Software is strictly prohibited by law and may result in civil and criminal penalties. Violators will be prosecuted.
3.3 Submissions and Non-electronic Documents/User Content.
3.3.1 Submissions. The Site or the Signature.nc Services may allow you to submit, post, upload, or make available content (collectively, “Posting”) such as questions, public-interest messages, ideas, product comments, feedback, and other content (collectively, “User Content”) that may or may not be viewed by other users. If you post User Content, unless we tell you otherwise, you grant us a worldwide, royalty-free, non-exclusive, fully transferable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display that User Content in any form, medium, or technology now known or later developed. You also allow any other user to view, copy, access, store, or reproduce that User Content for personal use. You grant us the right to use the name and other information about you that you submit in connection with the User Content. You represent and warrant that (a) you own or control all rights in and to the User Content you post; (b) the User Content you post is truthful and accurate; and (c) the use of the User Content you post does not violate these Terms or any applicable law. For clarity, User Content does not include documents such as contracts, disclosures, or notices that you upload into the Signature.nc Signature service for processing (“Electronic Documents”).
3.3.2 Screening and Removal. You acknowledge and agree that Signature.nc and its designees may, but are not obligated to, pre-screen User Content before it is posted on the Site or within the Signature.nc Services, and that Signature.nc has no obligation to do so. You acknowledge and agree that Signature.nc reserves the right (but assumes no obligation) in its sole discretion to refuse, move, edit, or remove any User Content posted on the Site or within the Signature.nc Services. Without limiting the foregoing, Signature.nc and its designees have the right to remove any User Content that violates these Terms or is otherwise objectionable in Signature.nc’s sole discretion. You acknowledge and agree that Signature.nc does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on its accuracy, completeness, or usefulness.
4. RESTRICTIONS ON USE OF THE SITE (3)
4.1 By using the Site, including any Signature.nc Service, you expressly agree that you will not engage in activities or transmit information that, in our sole discretion:
Are illegal or violate any federal, state, or local law or regulation;
Promote illegal activities or describe illegal activities with the intent of committing them;
Infringe the rights of third parties, including without limitation rights of privacy or publicity, copyrights, trademarks, patents, trade secrets, or any other intellectual or proprietary rights;
Are harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, constitute hate speech, are vulgar, profane, obscene, hateful, violent or incite violence, inflammatory, or otherwise objectionable;
Disrupt any other party’s use and enjoyment of the Services;
Attempt to impersonate any other person or entity;
Are commercial in a manner that violates these Terms, including without limitation using the Site to send unsolicited advertising emails, surveys, contests, pyramid schemes, or other promotional materials;
Falsely state, misrepresent, or conceal your affiliation with another person or entity;
Access or use another user’s account without authorisation;
Distribute viruses or other computer code, files, or programmes that interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment;
Interfere with, disrupt, disable, overload, or destroy the operation or use of the Site’s features, servers, or networks connected to the Site, or any Signature.nc Service;
“Hack” or gain unauthorised access to our confidential or proprietary records, those of another user, or of any other person;
Decompile, reverse engineer, disassemble, or try to extract the Site’s source code, except as expressly authorised in these Terms or by law, and then only to the extent permitted by applicable law without consent;
Remove, circumvent, disable, damage, or otherwise interfere with security-related features or features that enforce limitations on the use of the Site;
Use automated or manual means to violate restrictions in the Site’s robots exclusion headers, if any, or circumvent other measures used to prevent or limit access, including practices such as “screen scraping”, “database scraping”, or any other activity intended to obtain lists of users or other information;
Modify, copy, capture, display, distribute, publish, license, sell, rent, loan, transfer, or commercialise any material or content from the Site;
Use the Services for benchmarking or to gather information for a product or service;
Download (other than through page caching necessary for personal use, or as otherwise provided in these Terms), distribute, publish, transmit, perform, reproduce, broadcast, duplicate, upload, license, create derivative works from, or offer to sell any content or other information contained on or obtained from the Site or Signature.nc Services, except as expressly permitted in these Terms or with Signature.nc’s prior written consent; or Attempt any of the foregoing.
Modify, copy, capture, display, distribute, publish, license, sell, rent, loan, transfer, or commercialise any material or content from the Site;
Modify, copy, capture, display, distribute, publish, license, sell, rent, loan, transfer, or commercialise any material or content from the Site;
Modify, copy, capture, display, distribute, publish, license, sell, rent, loan, transfer, or commercialise any material or content from the Site.
4.2 In addition, Customers must not, and must not allow third parties to:
Use the Signature.nc Services or grant access to them in a way that circumvents contractual usage limits or exceeds the usage metrics established in these Terms, any applicable Subscription Plan, or any Signature.nc Fair Use Policy;
License, sublicense, sell, resell, rent, loan, transfer, distribute, time-share, or otherwise make any part of the Signature.nc Services or the then-current Signature.nc technical and functional documentation for the Signature.nc Services (“Documentation”) available for access by third parties, except as expressly permitted in these Terms;
Access or use the Documentation or Signature.nc Services to build or operate products or services to be offered to third parties in competition with the Signature.nc Services, or to allow a direct competitor of Signature.nc to access them.
4.3 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site provided you acknowledge and agree that you will not associate the Site with any website containing topics, names, materials, or information that is inappropriate, profane, defamatory, infringing, obscene, indecent, or illegal, or that violates any intellectual property, proprietary, privacy, or publicity rights. Any breach of this provision, at our sole discretion, may result in the immediate termination of your use of, and access to, the Site.
Are illegal or violate any federal, state, or local law or regulation;
Promote illegal activities or describe illegal activities with the intent of committing them;
Promote illegal activities or describe illegal activities with the intent of committing them;
Infringe the rights of third parties, including without limitation rights of privacy or publicity, copyrights, trademarks, patents, trade secrets, or any other intellectual or proprietary rights;
Are harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, constitute hate speech, are vulgar, profane, obscene, hateful, violent, or incite violence, inflammatory, or otherwise objectionable;
Disrupt any other party’s use and enjoyment of the Services;
Attempt to impersonate any other person or entity;
Are commercial in a manner that violates these Terms, including without limitation using the Site to send unsolicited advertising emails, surveys, contests, pyramid schemes, or other promotional materials;
Falsely state, misrepresent, or conceal your affiliation with another person or entity;
Access or use another user’s account without authorisation;
Distribute viruses or other computer code, files, or programmes that interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment;
Interfere with, disrupt, disable, overload, or destroy the operation or use of the Site’s features, servers, or networks connected to the Site, or any Signature.nc Service;
“Hack” or gain unauthorised access to our confidential or proprietary records, those of another user, or of any other person;
Decompile, reverse engineer, disassemble, or try to extract the Site’s source code, except as expressly authorised in these Terms or by law, and then only to the extent permitted by applicable law without consent;
Remove, circumvent, disable, damage, or otherwise interfere with security-related features or features that enforce limitations on the use of the Site;
Use automated or manual means to violate restrictions in the Site’s robots exclusion headers, if any, or circumvent other measures used to prevent or limit access, including practices such as “screen scraping”, “database scraping”, or any other activity intended to obtain lists of users or other information;
Modify, copy, capture, display, distribute, publish, license, sell, rent, loan, transfer, or commercialise any material or content from the Site;
Use the Services for benchmarking or to gather information for a product or service;
Download (other than through page caching necessary for personal use, or as otherwise provided in these Terms), distribute, publish, transmit, perform, reproduce, broadcast, duplicate, upload, license, create derivative works from, or offer to sell any content or other information contained on or obtained from the Site or Signature.nc Services, except as expressly permitted in these Terms or with Signature.nc’s prior written consent; or Attempt any of the foregoing.
4.4 You acknowledge that we are under no obligation to monitor or enforce your access to or use of the Site—or that of third parties—for violations of these Terms, nor to review or edit any content. However, we have the right to do so in order to operate and improve the Site (including, without limitation, for fraud prevention, risk assessment, research and customer service, analytics, and advertising), to ensure your compliance with these Terms, and to comply with applicable law, court orders, subpoenas, judgments, administrative orders, or other governmental requests.
5. PRIVACY
5.1 Signature.nc Privacy Policy. You acknowledge that, unless otherwise provided in these Terms or applicable Enterprise Terms, the information you provide to us or that we collect will be used and protected as described in the Signature.nc Privacy Policy (https://signature.nc/privacy-policy).
5.2 Access and Disclosure. We may access, retain, or share your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding suspected illegal activities, or to comply with applicable law (e.g., a subpoena). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Signature.nc Privacy Policy or our terms of use or user agreements, to respond to claims that third-party rights have been violated, and/or to protect the rights, property, and safety of Signature.nc, our employees, our users, or the public. This may include sharing your information with law-enforcement authorities, government agencies, courts, and/or other organisations.
6. SPECIFIC TERMS FOR SIGNATURE.NC SERVICES (5)
6.1 Right to Use Signature.nc Services. Subject to these Terms, Signature.nc will provide its Services to Customers in accordance with each Customer’s Subscription Plan and grants each Customer a non-exclusive, non-transferable, limited right and licence, during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the Signature.nc Services; (b) deploy, configure, and authorise its Authorised Users to access the Signature.nc Services within the applicable limits; and (c) access and use the Documentation. A Customer’s Authorised Users must each be identified with a unique email address and username; two or more individuals may not use the Signature.nc Services as the same Authorised User. If an Authorised User is not an employee of the Customer, access is permitted only if that user meets confidentiality and other obligations to the Customer that are at least as protective as those in these Terms and accesses and uses the Signature.nc Services solely to support the Customer’s internal business purposes.
6.2 Payment Terms.
6.2.1 Subscription Plan. The prices, features, and options for the Signature.nc Services depend on the Subscription Plan selected and any changes made by the Customer. Signature.nc does not represent or warrant that any Subscription Plan will be offered indefinitely and reserves the right to modify the prices or the features and options of any Subscription Plan without notice.
6.2.2 No Refunds. The Customer must promptly pay Signature.nc all fees associated with its Subscription Plan, Account, or use of the Signature.nc Services, including without limitation usage by Authorised Users. CUSTOMER PAYMENTS ARE NON-REFUNDABLE UNLESS OTHERWISE PROVIDED IN THESE TERMS. Prepaid Subscription Plans are billed in advance. Per-user purchases and standard Subscription Plan fees are billed in arrears unless the Subscription Plan specifies otherwise.
6.2.3 Recurring Fees. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorised to use. The Customer must immediately notify us of any change to its billing address and update its Account whenever its chosen payment method changes. BY SUBSCRIBING TO A PLAN, THE CUSTOMER AUTHORISES SIGNATURE.NC OR ITS AGENT TO CHARGE ON A RECURRING BASIS (E.G., MONTHLY OR ANNUALLY) AGAINST ITS PAYMENT METHOD (THE “AUTHORISATION”): (a) THE APPLICABLE SUBSCRIPTION PLAN FEES; (b) ANY APPLICABLE TAXES; AND (c) ANY OTHER FEES INCURRED IN CONNECTION WITH THE CUSTOMER’S USE OF THE SIGNATURE.NC SERVICES. The Authorisation remains in effect throughout the applicable Subscription Term and any Renewal Term (as defined in Section 7.2.3 below) until the Customer cancels it as described in Section 7.2 of these Terms.
6.2.4 Late and Collection Fees. If Signature.nc does not receive payment via the Customer’s payment method, the Customer agrees to pay all amounts due upon demand. Any amount not paid when due will incur finance charges at 1.5% of the outstanding balance per month or the highest rate allowed by applicable law, whichever is lower, calculated on a daily basis from the due date until paid. The Customer will reimburse Signature.nc for any costs or expenses (including reasonable attorneys’ fees) incurred to collect overdue amounts. Signature.nc may accept payment of any amount without prejudice to its right to recover the remaining balance or to exercise any other rights or remedies. Amounts owed to Signature.nc may not be withheld or offset by the Customer for any reason against amounts owed or alleged to be owed by Signature.nc.
6.2.5 Invoices. Signature.nc will provide billing and usage information in a format of its choosing, which may change from time to time. Signature.nc reserves the right to correct any errors or inaccuracies it identifies, even if an invoice has already been issued or payment received. The Customer agrees to notify us of any billing issues or discrepancies within thirty (30) days of first appearing on its invoice. If the Customer does not raise such billing issues or discrepancies within thirty (30) days, it is deemed to have waived its right to dispute them.
6.2.6 Billing Cycles. Billing cycle end dates may change. When a billing cycle covers less or more than a full month, we may make adjustments and/or prorated calculations. The Customer agrees that we may (at our discretion) combine charges incurred during a billing cycle and submit them as aggregate fees during or at the end of that cycle, and that we may delay obtaining authorisation or payment from the Customer’s card issuer until submission of the accumulated charges.
6.2.7 Benefit Programmes. You may receive or be eligible for certain pricing, discounts, features, promotions, or other benefits (collectively, “Benefits”) through a commercial or government arrangement with us (“Business Terms”). Any such Benefits are provided solely under the applicable Business Terms and may be changed or terminated without notice. If you use the Signature.nc Services and a commercial or governmental entity pays or subsidises your fees, you authorise us to share your account information with that entity and/or its authorised agents. If you subscribe to a Subscription Plan or receive Benefits under our Business Terms but pay your own fees, you authorise us to share sufficient account information to verify your continued eligibility for those Benefits and the Subscription Plan.
6.2.8 Tax Responsibility. All payments required under these Terms are exclusive of taxes, duties, levies, fines, or similar governmental charges, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, services, and other similar transaction taxes imposed by any jurisdiction, together with any related interest and penalties, except for taxes based on Signature.nc’s net income (collectively, “Taxes”). The Customer is responsible for and shall bear the Taxes associated with its purchase, payment for, and use of the Signature.nc Services, excluding taxes based on Signature.nc’s net income. If Signature.nc has the legal obligation to collect or pay Taxes for which the Customer is responsible, the appropriate amount will be invoiced to and paid by the Customer, unless it provides a valid tax exemption certificate authorised by the relevant taxing authority. The Customer will make all payments of fees to Signature.nc free and clear of, and without reduction for, any Taxes. Any Taxes that Signature.nc is obligated to collect will be charged to the Customer’s designated payment method, unless the Customer provides proof of exemption at the time of purchase. The Customer will pay all fees to Signature.nc free of any withholdings or deductions and will gross-up any amounts withheld from the amounts owed to Signature.nc. If the Customer is required by law to make such a withholding or deduction, it will promptly provide Signature.nc with official receipts or other evidence to enable Signature.nc to claim a refund or credit. Signature.nc may determine the place of supply for VAT/GST purposes to be the location of the billing address or any other location as determined by applicable law.
6.3 Free Trial and Special Offers for Signature.nc Services.
6.3.1 If you register for a free trial, promotional offer, or another limited offer to use the Signature.nc Services (“Free Trial”), additional terms may be presented when you sign up; those additional terms are incorporated by reference into these Terms and are legally binding. This Section 6.3 (Free Trial and Special Offers for Signature.nc Services) governs access to and use of any Free Trial, notwithstanding anything to the contrary.
6.3.2 Signature.nc reserves the right to shorten a trial period or end it without notice.
6.3.3 The version of the Signature.nc Services available during a Free Trial may not include or allow access to all features or functionality. ANY DATA ENTERED INTO SIGNATURE.NC SERVICES AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER DURING A FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL UNLESS THE CUSTOMER (A) PURCHASES A SIGNATURE.NC SUBSCRIPTION PLAN THAT IS AT LEAST THE SAME LEVEL AS THE TRIAL; OR (B) EXPORTS SUCH DATA BEFORE THE TRIAL ENDS.
6.3.4 Notwithstanding any other provision of these Terms, including without limitation the warranties in Section 8 (Warranties and Disclaimers) or any service-specific terms applicable to a particular Signature.nc Service, including attachments and exhibits to such attachment (“Service Terms”), during a Free Trial the Signature.nc Services are provided “AS IS” and “as available” without any warranties provided in these Terms, and SIGNATURE.NC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SIGNATURE.NC’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICES DURING A FREE TRIAL IS LIMITED TO USD 100 REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND THE AGGREGATION OF MULTIPLE CLAIMS DOES NOT EXTEND THIS LIMIT.
6.4 Data.
6.4.1 General Data. You are responsible for the data you enter into or use within the Signature.nc Services. You must determine whether the Signature.nc Services are appropriate for your business or organisation and comply with any regulations, laws, or rules applicable to the data you enter. You alone are responsible for your use of the Signature.nc Services and Site.
6.4.2 Personal Data. The Customer warrants that the collection and use of information or personal data provided in connection with use of the Site complies with all applicable data protection regulations, laws, and rules. The Customer and its Authorised Users acknowledge that Signature.nc may process such personal data in accordance with the Signature.nc Privacy Policy (https://signature.nc/privacy-policy).
6.5 Customer Warranties.
The Customer represents and warrants to Signature.nc that: (a) it has all necessary rights and authority to use the Signature.nc Services under these Terms and to grant all applicable rights herein; (b) it is responsible for any use of the Signature.nc Services associated with its Account; (c) it is responsible for keeping the passwords and names associated with its Account confidential; (d) it agrees to notify Signature.nc immediately upon becoming aware of any unauthorised use of the Customer’s Account; (e) it agrees that Signature.nc will not be liable for any loss resulting from the use of its Account by a third party, authorised or not, with or without its knowledge; (f) it will use the Signature.nc Services only for lawful purposes and in accordance with these Terms; (g) all information it submits to Signature.nc is truthful, accurate, and correct; and (h) it will not attempt to gain unauthorised access to the Signature.nc system or Services, other accounts, computer systems, or networks controlled by or under the responsibility of Signature.nc by hacking, password mining, or any other unauthorised means.
6.6 Confidentiality.
6.6.1 Confidential Information. “Confidential Information” means (a) with respect to Signature.nc, the Signature.nc Services and Documentation; (b) with respect to the Customer, the Customer Data; (c) any other information of a party disclosed in writing or orally that is designated as confidential or proprietary at the time of disclosure (and, for oral disclosures, summarised in writing within thirty (30) days of the initial disclosure and delivered to the receiving party), or information that by its nature the receiving party should reasonably understand to be the disclosing party’s Confidential Information; and (d) the provisions of these Terms and any schedules or addenda. Confidential Information does not include information that (i) is or becomes public knowledge without breach by the receiving party; (ii) was lawfully known to the receiving party without confidentiality obligations before disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is lawfully obtained by the receiving party from a third party without confidentiality obligations. Information provided to Signature.nc that is not Confidential Information will be handled in accordance with the Signature.nc Privacy Policy (https://signature.nc/privacy-policy).
6.6.2 Limited Use and Non-disclosure. During and after the Subscription Term, Signature.nc (a) will use Confidential Information only as necessary for purposes consistent with these Terms; (b) will not disclose Confidential Information to any third party except on a need-to-know basis to its attorneys, accountants, consultants, and service providers who are subject to confidentiality obligations at least as protective as those in these Terms; and (c) will protect Confidential Information against unauthorised use or disclosure using reasonable measures. Notwithstanding the foregoing, the Customer expressly authorises Signature.nc to use and process Customer Data as provided in the Signature.nc Privacy Policy, including providing Electronic Documents as directed by the Customer’s use of the Signature.nc Services and sharing Transaction Data (as defined in the Signature.nc Signature Service Schedule) with individuals authorised to view, approve, or sign Electronic Documents created by the Customer.
6.6.3 Required Disclosure. If Signature.nc is required by law to disclose Confidential Information, Signature.nc will provide written notice to the Customer as quickly as reasonably possible before the disclosure (unless prohibited by applicable law) and will assist the Customer, to the extent reasonably possible, in obtaining an order protecting the Confidential Information from public disclosure.
6.6.4 Ownership. Notwithstanding anything else in these Terms, Signature.nc acknowledges that, as between the parties, all Confidential Information it receives from the Customer—including any copies in Signature.nc’s possession or control in any form—remains the exclusive property of the Customer. Nothing in these Terms grants Signature.nc any right, title, or interest in or to the Customer’s Confidential Information. Signature.nc’s incorporation of the disclosing party’s Confidential Information into its own materials does not alter the confidential nature of that information.
7. TERM AND TERMINATION
7.1 Termination — Site Visitors. A Site Visitor may stop using the Site at any time simply by discontinuing use. Signature.nc may terminate your use of the Site and deny you access to it at its sole discretion, for any reason, including for a breach of these Terms.
7.2 Term and Termination — Customers.
7.2.1 Suspension of Access to Signature.nc Services. Signature.nc may suspend any use of its Services, remove content, or disable or delete any Account or Authorised User if Signature.nc reasonably and in good faith believes the Customer has violated these Terms. Signature.nc will use commercially reasonable efforts to notify you before any suspension or disabling unless it has a reasonable belief that (a) applicable law or legal process, such as proceedings, orders, warrants, or similar documents from regulators or courts, prohibit such notice; or (b) delaying notice is necessary to prevent imminent harm to the Signature.nc Services or a third party. If notice is delayed, Signature.nc will provide it once the restrictions described in the preceding sentence no longer apply.
7.2.2 Term. The term of these Terms (the “Term”) for the Signature.nc Services begins on the date the Customer accepts them and continues until the Customer’s Subscription Plan expires or the Customer ceases using the Signature.nc Services (including termination under this Section 7.2), whichever occurs later.
7.2.3 Subscription Term and Automatic Renewals. Signature.nc Subscription Plans renew automatically unless otherwise stated. If you purchase a Subscription Plan, it will automatically renew unless, before the end of the current term (the “Subscription Term”): (a) you cancel your Account; (b) you configure your account to disable auto-renewal; (c) Signature.nc declines to renew your Subscription Plan; or (d) these Terms properly expire as permitted herein. Each renewal period is a “Renewal Term.” Subscription Plan fees and features may change over time, and we may suggest a new plan comparable to the one you have that is about to expire. If you accept the new Subscription Plan, its terms along with these Terms will apply during and after the Renewal Term.
7.2.4 Customer Termination. You may terminate your Account at any time by providing Signature.nc with ten (10) days’ prior written notice. To terminate, send a notice by emailing contact@digit.nc.
7.2.5 Default; Termination by Signature.nc. A Customer is in default of these Terms if (a) it fails to pay any amounts due to us or our Affiliates on time; (b) it or an Authorised User associated with its Account violates any provision of these Terms or any published policy applicable to the Signature.nc Services; (c) it is or becomes subject to insolvency proceedings or similar laws; or (d) in our sole discretion, we believe the Customer’s continued use of the Signature.nc Services (or that of its Authorised Users or signers) poses legal risk to Signature.nc or threatens the security of the Services or Signature.nc customers. If a Customer defaults, we may, without notice: (i) suspend its Account and use of the Signature.nc Services; (ii) terminate its Account; (iii) charge reactivation fees to restore its Account; and (iv) exercise any other remedies available to us. An “Affiliate” of Signature.nc means any entity that Signature.nc, Inc. owns, that owns Signature.nc, Inc., or that is under common control with Signature.nc, Inc. “Control” and “owns” mean owning more than 50% of an entity’s interests or having the right to direct the entity.
7.2.6 Effect of Termination. If these Terms expire or are terminated for any reason: (a) the Customer will pay Signature.nc all amounts accrued and unpaid as of the date of termination or expiration, including for the billing cycle in which termination occurs; (b) all Customer obligations to Signature.nc accrued before the effective date of termination or expiration remain in effect; (c) the rights and licences granted to the Customer regarding the Site, the Signature.nc Services, and intellectual property immediately terminate; and (d) Signature.nc’s obligation to provide any further services to the Customer under these Terms immediately ends, except for services expressly stated to survive expiration or termination.
8. WARRANTIES AND DISCLAIMERS
THE SIGNATURE.NC SERVICES, DOCUMENTATION, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU USE THE SIGNATURE.NC SERVICES, DOCUMENTATION, AND SITE AT YOUR OWN RISK. SIGNATURE.NC AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS (“SIGNATURE.NC PARTIES”): (a) MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED (WHETHER IN FACT OR IN LAW), OR STATUTORY, WITH RESPECT TO ANY SUBJECT MATTER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, MEET YOUR REQUIREMENTS, BE SECURE, OR BE AVAILABLE IN A TIMELY MANNER. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE. THE SIGNATURE.NC PARTIES DO NOT REPRESENT OR WARRANT THAT THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE HAVE BEEN OR WILL BE PROVIDED WITH SKILL, CARE, AND DILIGENCE OR THAT THEY ARE ACCURATE OR COMPLETE, AND THEY ASSUME NO RESPONSIBILITY FOR: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE; (iii) UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (iv) INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ITEMS THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (vi) LOSS OF YOUR DATA OR CONTENT ON THE SITE; AND/OR (vii) ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE. YOU ARE NOT AUTHORISED TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SIGNATURE.NC TO ANY THIRD PARTY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT AND FOR THE MINIMUM WARRANTY PERIOD PERMITTED BY APPLICABLE MANDATORY LAW. THE SIGNATURE.NC PARTIES DO NOT GUARANTEE OR ENDORSE ANY PRODUCTS OR SERVICES ADVERTISED OR OFFERED BY THIRD PARTIES THROUGH THE SITE AND ASSUME NO RESPONSIBILITY THEREFOR. UNDER NO CIRCUMSTANCES WILL THE SIGNATURE.NC PARTIES BE INVOLVED IN OR RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH ANY PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WHEN USING THE SITE. If you reside in California, you hereby waive your rights under Section 1542 of the California Civil Code, which states: “A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favour at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor.” This waiver includes claims arising from the criminal acts of others.
9. INDEMNIFICATION OBLIGATIONS
You agree to defend, indemnify, and hold us, our Affiliates, directors, officers, employees, suppliers, consultants, and agents harmless from any third-party claims, actions, damages, and costs (including, without limitation, reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Site; (b) your breach of these Terms or that of any Authorised Users, if applicable; (c) your infringement of any intellectual property or other rights of any person or entity; (d) the nature and content of any Customer Data processed through the Signature.nc Services; or (e) any product or service related to the Site that you purchased or obtained. Signature.nc reserves the exclusive right, without your prior consent, to settle any claim or cause of action brought against us. We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to your indemnification, in which case you agree to cooperate with us in defending such claim. You agree not to settle any dispute in which we are named as a defendant and/or that imposes indemnification obligations on you without our prior written approval. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
10. LIMITATIONS OF LIABILITY
10.1 Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SIGNATURE.NC WILL IN NO EVENT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THESE TERMS, INCLUDING WITHOUT LIMITATION GOODWILL, WORK STOPPAGE, LOST REVENUES, OR DIMINISHED PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OF LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SIGNATURE.NC PARTIES WILL NOT BE LIABLE FOR DAMAGES (A) RESULTING FROM USE OF THE SITE, DOCUMENTATION, OR SIGNATURE.NC SERVICES; (B) CAUSED BY ERRORS, MISTAKES, OR INACCURACIES IN CONTENT; (C) FOR PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO OR USE OF THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE; (D) FOR UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (E) FOR INTERRUPTIONS OR CESSATIONS OF TRANSMISSION TO OR FROM THE SITE; (F) FOR BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ISSUES TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (G) FOR LOSS OF YOUR DATA OR CONTENT ON THE SITE, IN THE DOCUMENTATION, OR THROUGH THE SIGNATURE.NC SERVICES; (H) FOR ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SIGNATURE.NC SERVICES, DOCUMENTATION, OR SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE SIGNATURE.NC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) ARISING FROM DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF USE OR OUR PRIVACY POLICY. Some countries or jurisdictions do not allow the limitation of liability or exclusion of incidental, direct, indirect, or other damages in consumer contracts, and, to the extent you are a consumer, the limitations or exclusions in Section 10.1 may not apply.
10.2 Liability Cap. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, WARRANTY CLAIMS) IS LIMITED TO THE GREATER OF USD 100 OR THE TOTAL AMOUNT PAID TO SIGNATURE.NC FOR THE SIGNATURE.NC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DISPUTE, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
10.3 Independent Allocation of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranty, or exclusion of damages reflects an agreed allocation of risk between the parties. This allocation is a fundamental element of the parties’ bargain. Each of these provisions is separable and independent of all other provisions of these Terms and will continue to apply even if any limited remedy fails of its essential purpose.
10.4 Jurisdictional Limits.
10.4.1 Because some states and jurisdictions do not allow limitation of liability in certain circumstances, some of the above limitations may not apply. In that case, such exclusions and limitations apply to the maximum extent permitted by mandatory applicable law (and our liability will be limited or excluded to the extent allowed by such mandatory law). If you reside in New Jersey, the limitations described in Section 10 specifically apply to you.
11. GENERAL
11.1 Third-Party Content. We or third parties may provide links to third-party websites, services, or resources beyond our control. We make no representations regarding the quality, compliance, functionality, or legality of any third-party content for which links are provided, and you hereby waive any claims against us relating to such services. SIGNATURE.NC IS NOT RESPONSIBLE FOR CONTENT AVAILABLE ON THE INTERNET, ANY WEB PAGES PUBLISHED OUTSIDE THE SITE, OR ANY USER PUBLICATIONS. Your correspondence or business dealings with advertisers or partners found on or through the Site, or your participation in promotions offered by them—including payment and delivery of related goods or services, and any terms, conditions, warranties, or representations associated with such dealings—are solely between you and the advertiser or partner. You agree that we are not liable for any loss or damage of any kind arising from such dealings or from the presence of such advertisers or links to third-party websites or resources on the Site.
11.2 Relationship. At all times, your relationship with Signature.nc is that of independent contractors, not agents or representatives of each other. These Terms are not intended to create a joint venture, partnership, or franchise between the parties. No third party has rights to benefit from or enforce these Terms. No third-party beneficiaries are created by these Terms. Without Signature.nc’s prior written consent, you may not represent to anyone that you are an agent of Signature.nc or bind or obligate Signature.nc in any manner.
11.3 Export Control Laws. You acknowledge that the Site, Documentation, and/or Signature.nc Services, along with any related products, information, documentation, software, technology, technical data, and derivatives provided by Signature.nc (collectively, “Excluded Data”), are subject to the export control laws and regulations of the United States of America (including, without limitation, the U.S. Export Administration Act and sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively, “Export Laws”). You represent and warrant that you will not access, download, use, export, or re-export the Excluded Data directly or indirectly to any location, entity, government, or person prohibited under the Export Laws (including, without limitation, any end user located in a country or territory subject to a U.S. embargo or any end user listed on OFAC’s Specially Designated Nationals list or on the U.S. Commerce Department’s Entity List or Denied Persons List) without first complying with all Export Laws imposed by the U.S. government and any country or group of countries in which you operate or conduct business. You are solely responsible for complying with the Export Laws for all Excluded Data and any content transmitted via the Site.
11.4 Assignment.You may not assign your rights and obligations under these Terms without Signature.nc’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt to transfer your rights, duties, or obligations under these Terms other than as permitted herein is void. Signature.nc may freely assign its rights, duties, and obligations under these Terms.
11.4 Assignment.You may not assign your rights and obligations under these Terms without Signature.nc’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt to transfer your rights, duties, or obligations under these Terms other than as permitted herein is void. Signature.nc may freely assign its rights, duties, and obligations under these Terms.
11.5 Notices. Unless otherwise provided in these Terms, any notice required or permitted in connection with the Signature.nc Services is effective only if in writing and delivered by (a) the Signature.nc Services, (b) certified or registered mail, or (c) insured courier, to the appropriate party at the address listed in the Customer’s registration information or on the Site for Signature.nc, with a copy emailed to contact@signature.nc. The Customer or Signature.nc may change its notice address by notifying the other party as described in this Section 11. Notices are deemed delivered upon receipt if sent via the Signature.nc Services, two (2) business days after mailing, or one (1) business day after delivery by courier.
11.6 Force Majeure. Except for any payment obligations, neither you nor Signature.nc will be liable for failure to perform any obligation under these Terms if such failure results from a force majeure event (including natural disasters, acts of war, civil unrest, governmental actions, strikes, or any other circumstances beyond the reasonable control of the affected party). The affected party will notify the other within a commercially reasonable time and will use reasonable efforts to resume performance as soon as possible. Obligations not performed because of a force majeure event will resume, to the extent reasonably possible, after the force majeure event ends.
11.7 Mandatory Arbitration; Class-Action Waiver Applicable to Customers. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTs YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
11.7.1 You agree that these Terms involve interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 11.7 is intended to be interpreted broadly and governs any dispute between us, including, without limitation, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms; and claims that may arise after their termination. Only certain intellectual property disputes, as defined below, are excluded.
11.7.2 Initial Dispute Resolution. Most disputes can be resolved without arbitration. In the event of a dispute, you agree to contact us at contact@digit.nc before initiating formal proceedings, and to provide a brief written description of the dispute and your contact information (including your username if the dispute relates to an Account). Except for intellectual property matters, you and Signature.nc agree to use reasonable efforts to resolve any dispute, claim, question, or disagreement directly through consultation with Signature.nc. Good-faith negotiations are a condition precedent to either party initiating arbitration or litigation.
11.7.3 Binding Arbitration. If the parties do not reach agreement within thirty (30) days of beginning informal dispute resolution under the Initial Dispute Resolution provision above, either party may commence binding arbitration as the sole means to resolve claims (except as set forth below), subject to the terms below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship, and/or your use of Signature.nc, or associated with any of the foregoing, will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures for claims under USD 250,000 and its Comprehensive Arbitration Rules and Procedures for claims above that amount, in effect when the arbitration is initiated, except for any rule or procedure governing or permitting class actions.
11.7.4 Powers of the Arbitrator. The arbitrator—not a federal, state, or local court or agency—shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, without limitation, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator may award any relief available in court at law or in equity. The arbitrator’s decision will be in writing, binding on the parties, and may be entered as a judgment in any competent court.
11.7.5 Filing an Arbitration Claim. To initiate arbitration, you must: (a) submit a Demand for Arbitration that includes a description of the dispute and the relief sought (a sample Demand is available at www.jamsadr.com); (b) send three copies of the Demand, along with the appropriate filing fees, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, California 94111; and (c) send us a copy of the Demand at contact@digit.nc.
11.7.6 Arbitration Fees. If the amount you seek is less than €5,000: (a) you may elect to have the arbitration conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing; (b) Signature.nc will reimburse your filing fees up to €1,500, unless the arbitrator finds your claims to be frivolous; and (c) Signature.nc will not seek attorneys’ fees or expenses unless the arbitrator finds your claims to be frivolous. You are responsible for your own attorneys’ fees unless applicable arbitration rules and/or law provide otherwise.
11.7.7 Jury Trial Waiver. The parties understand that, in the absence of this mandatory arbitration section, they would have the right to litigate disputes in court and have a jury trial. They also understand that, in some instances, arbitration costs may exceed litigation costs, and discovery rights may be more limited in arbitration than in court.
11.7.8 Venue. Arbitration will take place in Nouméa, New Caledonia, and you and Signature.nc agree to submit to the jurisdiction of New Caledonia for purposes of compelling arbitration, staying proceedings pending arbitration, or confirming, modifying, vacating, or entering judgment on the arbitrator’s award.
11.7.9 Class-Action Waiver. The parties further agree that arbitration will be conducted only on an individual basis and not as a class action or other representative action, and the parties expressly waive their right to file class actions or seek relief on a class basis. YOU AND SIGNATURE.NC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If a court or arbitrator determines that the class-action waiver in this paragraph is void or unenforceable for any reason or that arbitration may proceed on a class basis, then the entire arbitration provisions above will be deemed null and void and the parties will be considered not to have agreed to arbitrate disputes.
11.7.10 Exception — Intellectual Property Litigation. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may seek injunctive relief, pursue validity proceedings, or bring a claim for theft, misappropriation, or unauthorised use of intellectual property in a competent state or federal court or before the U.S. Patent and Trademark Office to protect its intellectual property rights (which include patents, copyrights, moral rights, trademarks, and trade secrets, but exclude privacy or publicity rights).
11.7.11 Survival. This mandatory arbitration and class-action waiver section survives the termination of your use of the Site.
11.8 Entire Agreement. These Terms constitute the final, complete, and exclusive statement of the agreement between you and Signature.nc regarding the Signature.nc Services provided under these Terms. These Terms supersede and replace any prior oral or written agreements (including any confidentiality agreement associated with the Signature.nc Services covered by these Terms) relating to the subject matter hereof and apply to the exclusion of any other terms you seek to impose or incorporate, or that arise from trade custom, usage, or dealing. Signature.nc hereby rejects any additional or conflicting terms contained in a purchase order or other ordering document submitted by the Customer and conditions acceptance solely on these Terms, as defined by Signature.nc. Except as expressly provided herein, no modification or amendment will be effective unless in writing and signed by an authorised representative of the party against whom the amendment is asserted. In the event of inconsistency or conflict, the order of precedence is: (a) the Subscription Plan; (b) any attachment or addendum to the Service Terms; (c) the Service Terms; and (d) these Terms.
11.9 Language and Translations. Signature.nc may provide translations of these Terms or other terms or policies. Translations are provided for convenience only, and in the event of inconsistency or conflict between a translation and the English version, the English version prevails.
11.10 Waiver. Allowing either you or Signature.nc to breach any provision of these Terms does not waive any other provision. Failure by either party to insist on strict performance of any clause or obligation under these Terms will not be construed as a waiver of that party’s right to require strict performance in the future and will not be interpreted as a novation of these Terms.
11.11 Severability. If any provision of these Terms is found to be illegal, unenforceable, or void, the remaining provisions remain in effect. If any material limitation or restriction on the licence granted to you under these Terms is deemed illegal, unenforceable, or void, the licence will immediately terminate.
11.12 Contact Us. If you have questions about the Site, the Terms, pricing, the claims process, or anything else, please contact Signature.nc by phone at +687 24 23 22 or by mail at DIGIT – 112 promenade Pierre Vernier – 98800 Noumea, New Caledonia.
Signature.nc Signature Service Terms
These Service Terms were last updated on 15 September 2017. Unless otherwise defined in these Service Terms, capitalised terms have the meanings given in the Terms.
1. DEFINITIONS
“Signature.nc Signature” means Signature.nc’s on-demand electronic signature service that provides online display, certified delivery, acknowledgement, storage, and electronic signature services for Electronic Documents over the Internet.
“Envelope” means an electronic folder containing one or more Electronic Documents, composed of one or more pages of data uploaded to the System.
“EU Directive” means Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
“System” means the software, programmes, communications and network facilities, hardware, and equipment used by Signature.nc or its agents to provide the Signature.nc Signature service.
“Transaction Data” means the metadata associated with an Envelope (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses, and signature identifiers) that Signature.nc maintains to provide the digital audit trail required by Signature.nc Signature.
2. ADDITIONAL USE RESTRICTIONS AND CUSTOMER RESPONSIBILITIES
2.1 Signature.nc’s provision of the Signature.nc Signature service is conditioned on the Customer’s acknowledgement and agreement that:
(a) Signature.nc Signature facilitates the signing of Electronic Documents between the parties to those documents. Nothing in the Service Terms may be construed as granting Signature.nc status as a party to any Electronic Document processed through Signature.nc Signature, and Signature.nc makes no representations or warranties regarding the transactions intended to be consummated by any Electronic Document;
(b) As between Signature.nc and the Customer, the Customer retains exclusive control and responsibility for the content, quality, and format of any Electronic Document. Electronic Documents stored in the System are encrypted, and Signature.nc has no control over, and cannot access, their content;
(c) Certain types of agreements and documents may be excluded from electronic signature laws (e.g., wills and family law agreements) or subject to rules issued by governmental bodies regarding electronic signatures and documents. Signature.nc has no responsibility to determine whether any particular Electronic Document is (i) exempt from applicable electronic signature laws; (ii) subject to any specific administrative regulation; or (iii) eligible to be executed electronically;
(d) Signature.nc has no responsibility to determine how long contracts, documents, or other records must be retained under applicable laws, regulations, or administrative or judicial procedures. Moreover, Signature.nc has no obligation to provide the Customer’s Electronic Documents or any other documents to third parties;
(e) Certain consumer protection provisions or similar regulations and laws may impose specific requirements for electronic transactions involving one or more “consumers,” including requiring the consumer’s consent to the method of contract execution and/or the delivery or availability of a printed or other non-electronic copy of the transaction statement. Signature.nc is neither responsible nor obligated to: (i) determine whether a particular transaction involves a “consumer”; (ii) obtain or provide such consents or determine whether they have been withdrawn; (iii) provide information concerning attempts to obtain such consents; (iv) review, update, or correct information previously provided; (v) provide such copies or access to them, except as expressly set out in the Documentation for all transactions, whether consumer-related or not; or (vi) otherwise comply with such specific requirements; and
(f) The Customer undertakes to determine whether Electronic Documents submitted for processing by its Authorised Users involve “consumers” and, if so, to satisfy all requirements imposed by law on those Electronic Documents or their execution.
2.2 Subscription Plans purchased on Signature.nc.com may not be used with the Signature.nc APIs and allow only a limited number of integrations.
3. STORAGE AND DELETION OF ELECTRONIC DOCUMENTS
3.1 Transmission and Storage. During the Subscription Plan Term, Signature.nc will transmit and store Electronic Documents in accordance with the applicable Terms. Signature.nc may, however, establish and enforce reasonable usage limits to prevent abusive or unduly burdensome use of Signature.nc Signature. The Customer may retrieve and store copies of Electronic Documents for offline archiving outside the System at any time during the Subscription Term, provided the Customer is in good financial standing under these Terms. The Customer may also delete or purge Electronic Documents from the System at its sole discretion.
3.2 Incomplete Electronic Documents. Signature.nc may, in its sole discretion, delete incomplete Electronic Documents from the System immediately and without notice upon the earlier of: (a) Envelope expiration (where the Customer has set an expiration date for the Envelope, not to exceed 365 days); or (b) subscription expiration. Signature.nc has no liability for any party’s failure or inability to electronically sign any Electronic Document within that timeframe.
3.3 Deletion. Signature.nc may delete an Account and Customer Data, including without limitation Electronic Documents (whether completed or not), upon subscription expiration or contract termination as described in Section 7.2 of the Signature.nc Services Terms of Use.
3.4 Retention of Transaction Data. Signature.nc may retain transaction data for as long as its business requirements dictate.
4. INFORMATION SECURITY AND PERSONAL DATA
4.1 Customer Responsibilities. Signature.nc Signature provides the Customer with a range of features, including the ability to retrieve and delete Electronic Documents stored in the System. The Customer is responsible for properly: (a) configuring Signature.nc Signature; (b) using and enforcing the controls available within Signature.nc Signature (including security controls); and (c) taking measures, consistent with Signature.nc Signature functionality, that the Customer deems appropriate to ensure the security, protection, deletion, and backup of Customer Data, including managing authorised Users’ credentials and access to Signature.nc Signature, the Customer Data processed by Signature.nc Signature, and the archiving or deletion of Electronic Documents stored in the System. The Customer acknowledges that Signature.nc is not responsible for protecting Customer Data, including Personal Data (as defined below), that the Customer chooses to store or transfer outside Signature.nc Signature (e.g., offline or on-premises).
4.2 Information Security. Signature.nc will implement commercially reasonable technical and organisational measures designed to prevent unauthorised or unlawful access to, use of, modification of, or disclosure of Customer Data.
4.3 International Data Transfers. If the Customer is established within the European Economic Area or Switzerland (“EEA”), it acknowledges and agrees that Signature.nc may transfer Customer Data, including without limitation Personal Data, outside the EEA for processing. Upon the Customer’s written request, Signature.nc may sign the European Commission-approved Standard Contractual Clauses for the Customer (“Customer SCCs”) to ensure adequate protection for Personal Data, as required by Articles 25 and 26 of the EU Directive. Signature.nc states that it has applied for approval of its Binding Corporate Rules (“BCRs”) as a Processor. The Customer acknowledges that Signature.nc has applied for approval of its Processor BCRs and that, upon approval by the competent data protection authorities and notice from Signature.nc, all transfers of Personal Data made or received by Signature.nc under the Terms will be carried out in accordance with Signature.nc’s BCRs, and the Customer SCCs in effect will immediately become void. The terms “Personal Data”, “Process/Processing”, “Controller”, “Processor”, “Sub-processor”, and “Data Subject” have the meanings given in the EU Directive.