eSignly Terms and Conditions

1. Acceptance of Terms

Welcome to eSignly. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and eSignly ("eSignly," "we," "us," or "our") governing your use of our website, mobile applications, APIs, and any related electronic signature services (collectively, the "Service").

By accessing, registering for, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service. If you are using the Service on behalf of an organization or entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

• "Service" refers to the eSignly platform, including all software, websites, applications, APIs, and functionalities provided by us for creating, managing, and processing electronic signatures and documents.
• "User" means any individual or entity that registers for an account or uses the Service.
• "Content" refers to any data, documents, text, images, information, or other materials uploaded, submitted, or transmitted by a User through the Service.
• "Electronic Signature" means an electronic sound, symbol, or process attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record, as defined by applicable laws such as the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA).
• "Account" refers to the user-specific portal for accessing and using the Service.

3. Description of Service

eSignly provides a secure, cloud-based platform that enables users to upload documents, request electronic signatures from others, and sign documents electronically themselves. The Service is designed to facilitate the execution of legally binding agreements in compliance with applicable e-signature laws. Key features include document management, audit trails, templates, signer authentication, and integrations with third-party applications. The specific features and functionalities available to you may vary depending on your subscription plan.

We are committed to maintaining the availability and reliability of the Service but do not guarantee that the Service will be uninterrupted or error-free. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice, for maintenance, security, or other business reasons.

4. User Accounts & Responsibilities

4.1 Account Registration

To access most features of the Service, you must register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You may not impersonate someone else or create an account for anyone other than yourself without permission.

4.2 Account Security

You are solely responsible for safeguarding your Account password and for any activities or actions under your Account, whether or not you have authorized such activities. You agree to notify eSignly immediately of any unauthorized use of your Account. We are not liable for any loss or damage arising from your failure to comply with this security obligation.

4.3 User Conduct

You are responsible for all Content uploaded and activity that occurs under your Account. You agree to use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations.

5. Acceptable Use Policy

You agree not to misuse the Service or help anyone else to do so. You specifically agree not to, directly or indirectly:

• Use the Service for any illegal or fraudulent purpose, including but not limited to sending spam, phishing, or distributing malware.
• Upload or transmit any Content that is unlawful, harassing, defamatory, obscene, or that infringes on any third party's intellectual property or privacy rights.
• Probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures.
• Access, tamper with, or use non-public areas of the Service, eSignly's computer systems, or the technical delivery systems of our providers.
• Interfere with or disrupt the access of any user, host, or network, including by sending a virus, overloading, flooding, or mail-bombing the Service.
• Resell, lease, or sublicense the Service without our prior written consent.

Violation of this policy may result in the immediate suspension or termination of your Account.

6. Fees, Payment, and Refunds

6.1 Subscription Plans

The Service is offered under various subscription plans, including a free plan with limited features and paid plans with additional features and usage limits. You can find detailed information about our plans on our Pricing Page. By selecting a paid plan, you agree to pay the applicable subscription fees.

6.2 Billing and Payment

All fees are billed in advance on a monthly or annual basis, are non-refundable except as explicitly stated in these Terms. You must provide a valid payment method. You authorize us to charge your payment method for all applicable fees. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes.

6.3 Cancellations and Refunds

You may cancel your paid subscription at any time. The cancellation will take effect at the end of the current billing cycle. No refunds will be provided for any partial subscription periods or unused services. However, eSignly may, at its sole discretion, offer a pro-rata refund if you cancel your subscription, provided your account has not been involved in spamming, system misuse, or other violations of these Terms.

7. Intellectual Property Rights

7.1 Our Intellectual Property

eSignly and its licensors exclusively own all right, title, and interest in and to the Service, including all associated intellectual property rights. This includes the software, website design, logos, and all other components of the Service. These Terms do not grant you any rights to use the eSignly trademarks, logos, domain names, or other brand features.

7.2 Your Content

You retain full ownership of your Content. By uploading Content to the Service, you grant eSignly a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the Content solely for the purpose of providing and improving the Service to you. We will not access, view, or use your Content except as necessary to maintain or provide the Service, or as required by law.

8. Confidentiality & Data Privacy

We are committed to protecting your privacy and the confidentiality of your documents. Our collection and use of personal information in connection with the Service is described in our Privacy Policy. You agree that we may process your data as described therein. We implement and maintain robust security measures, such as those detailed on our Security Page, to protect your Content from unauthorized access or disclosure. We are compliant with major security and privacy standards, including SOC 2, HIPAA, and GDPR.

9. Termination

You are free to stop using our Service at any time. You can terminate your Account by following the instructions within the Service. We reserve the right to suspend or terminate your access to the Service with notice to you if:

• You are in breach of these Terms.
• Your use of the Service could cause a real risk of harm or loss to us or other users.
• You haven't accessed our Service for 12 consecutive months (for free accounts).

Upon termination, your right to use the Service will immediately cease. We will provide you with a reasonable opportunity to export your Content. After a certain period, we may delete your Content and Account data in accordance with our data retention policies.

10. Disclaimers & Limitation of Liability

10.1 Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ESIGNLY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ESIGNLY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO ESIGNLY, IF ANY, IN THE 12 MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to defend, indemnify, and hold harmless eSignly and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Santa Clara County, California for the purpose of litigating all such claims or disputes.

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

14. Contact Information

If you have any questions about these Terms, please contact us. For general inquiries, email us at help@esignly.com. For legal notices, please send correspondence to:

eSignly Legal Department
2880 Zanker Road, #203
San Jose, CA 95134, USA