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Legal
Terms and Conditions
Please read these Terms carefully before using SignPaperless services. By accessing or using our platform, you agree to be bound by these Terms.
Effective August 2026
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Scope and AcceptanceKey DefinitionsServices and LicenseAccounts and AuthorityElectronic SignaturesFree Website ToolsCustomer Data and DocumentsData Management and SecurityProhibited Uses and RestrictionsThird-Party ServicesFees, Billing, and TaxesTerm, Suspension, and TerminationWarranty DisclaimerLimitation of LiabilityIndemnificationIntellectual PropertyGoverning Law and ArbitrationGeneral Legal TermsContact Information
Table of Contents
These Terms and Conditions ("Terms") form a binding agreement between you and Sign Paperless, LLC("SignPaperless," "we," "us," or "our"). If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity.
Important notice
These Terms contain a binding arbitration provision and a waiver of jury trials and class actions governing disputes arising from use of the Services. Please read Section 17 carefully. It affects your legal rights.
1. Scope and Acceptance
These Terms apply to your access to and use of signpaperless.com, the SignPaperless application, APIs, related electronic signature services, and free browser tools we publish on our website (collectively, the "Services" for convenience, except where these Terms distinguish free website tools). The Services are intended for businesses and professionals in the United States and Canada. We do not market the Services to residents of the European Union or United Kingdom. If you do not agree to these Terms, you must not use the Services.
By clicking an acceptance button, creating an account, accessing, downloading, installing, or otherwise using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" and "Customer" refer to that entity.
A Recipient who is invited only to review or sign a document is not a Customer and is not subject to subscription fees, customer license obligations, Customer indemnification obligations, or provisions that assign rights in Customer-created materials. Sections concerning electronic signatures, acceptable use, privacy, disclaimers, liability, disputes, and general legal terms apply to a Recipient only to the extent relevant to that Recipient's use of a signing workflow.
You must be at least eighteen (18) years old and legally capable of entering a binding contract to use the Services. If you do not meet these requirements, you may not access or use the Services.
We may update these Terms from time to time. If we make material changes, we will post the revised Terms with a new effective date (such as the month and year shown at the top of this page) and provide reasonable advance notice to account contacts by email or through the Services. Changes apply prospectively from the stated effective date. Changes to dispute-resolution terms will not apply to disputes of which either party had actual notice before the change. Where applicable law requires affirmative consent, a change will not bind you until you provide that consent.
These Terms, together with our Privacy Policy, Consumer Disclosure, and any applicable order form, constitute the entire agreement between you and SignPaperless regarding the Services and supersede prior or contemporaneous understandings on that subject. Any additional or conflicting terms in a purchase order or similar customer document are rejected and have no force unless expressly agreed in writing by SignPaperless.
2. Key Definitions
Services
The SignPaperless website, web application, APIs, related electronic signature tools, and free website tools described in these Terms.
Licensed Product
The SignPaperless software, platform, and related components made available under these Terms, including web and API functionality.
Documentation
Product documentation, API documentation, and usage guidelines made available through the Services or our website.
Customer
The individual or legal entity that registers for or purchases a SignPaperless subscription.
User
A person authorized by a Customer to access or use the Services under a named-user account.
Recipient
A person invited to view, review, or sign documents through the Services. Recipients are also referred to as signers in product workflows.
Free Website Tools
Browser-based utilities published on the SignPaperless website Free Tools pages (for example, Signature Generator and Add Signature to PDF) that do not require a paid subscription account to use.
Term
The period during which Customer has access to the Services under an active subscription or agreement.
Customer Data
Documents, fields, metadata, audit events, and other data submitted to the Services by or for Customer.
Order or Plan
The subscription plan, package, or commercial terms selected by Customer.
3. Services and License
SignPaperless provides electronic signature services that allow users to:
Create, send, and sign documents electronically
Manage document workflows and templates
Store and organize signed documents
Track document status and activity
Use AI document assistance to ask questions about documents during signing
Integrate with third-party applications
License Grant
Subject to these Terms and continuous payment of applicable fees, SignPaperless grants Customer a limited, non-exclusive, non-transferable license to use the Licensed Product solely to manage and send documents through the SignPaperless web application and, where included in Customer's pricing plan, to embed the Licensed Product in Customer application(s) in accordance with that plan.
For the avoidance of doubt, the Licensed Product is licensed, not sold. Customer receives no rights to the Licensed Product other than those expressly granted in these Terms. All use must comply with applicable documentation and these Terms. Customer must maintain active licenses for all Users.
If Customer distributes any Customer application with the Licensed Product embedded, such distribution must be to non-programmatic end users only, and programmatic access must remain limited as described in these Terms and Customer's plan.
Use and access rights
During the term of these Terms and only while fees are current, Customer may create accounts for authorized Users in accordance with Customer's pricing plan. Customer may not create User accounts for Recipients; Recipients access signing workflows through invitations or links as permitted by the Services.
Each authorized User may use the Services to e-sign documents and send documents for signature, subject to plan limits and these Terms. Customer is fully responsible for data Customer and its Users send through the Services and for ensuring Users understand security risks associated with sending data and using the Licensed Product appropriately.
SignPaperless reserves all rights in and to the Services and Licensed Product not expressly granted herein. We may modify or discontinue features from time to time. The specific functionality available to you depends on your selected plan.
A breach of this Section 3 (Services and License) constitutes a material breach of these Terms and may result in immediate termination of the license granted hereunder.
4. Accounts and Authority
To use the Services, Customer or an authorized User must create an account. You agree to:
Provide accurate and complete registration information
Keep registration details current so we can send notices, billing statements, and service communications
Maintain the security of your account credentials
Notify us immediately of any unauthorized access
Accept responsibility for all activities under your account
Not share your account, credentials, or access with unauthorized persons
You are responsible for all activities occurring under your account and for managing User access. We may suspend or terminate accounts that violate these Terms or create security, legal, or abuse risks.
Username and password responsibilities
You must ensure that all individuals with access to the Services keep user IDs, passwords, and other credentials strictly confidential and do not disclose them to unauthorized persons.
Customer may use the Services solely for its own internal business purposes and must not make user credentials available to any third party except authorized Users under Customer's account.
Each User must have a named-user account. Named-user access is personal to that User and may not be transferred, reassigned informally, or shared concurrently.
Customer must not allow more than one person to use a single account by any means, including shared credentials or credential-sharing workflows.
If you become aware of unauthorized use of credentials or account access, you must notify SignPaperless promptly.
5. Electronic Signatures
By using our electronic signature services, you acknowledge and agree that:
Electronic records and signatures completed through the Services are intended to satisfy applicable electronic-signature requirements and generally may not be denied legal effect solely because they are electronic
You intend to sign documents electronically
Electronic records may be used instead of paper records
You have the technical capability to receive electronic records
You will comply with applicable e-signature laws, including the U.S. ESIGN Act and UETA where they apply, and Canadian federal and provincial electronic-commerce laws where they apply
SignPaperless provides electronic signature tools but does not determine or guarantee the validity or enforceability of any particular document, signature, transaction, or signer authority. You are responsible for determining whether electronic records and signatures are permitted and sufficient for your document type, transaction, parties, and jurisdiction.
For consumer consent rights, paper copy rights, and system requirements related to electronic records and signatures, please review our Consumer Disclosure and select the jurisdiction that applies to you (United States or Canada).
Signer access and authentication
By default, Recipients access documents through a unique signing link sent to the email address Customer provides for that Recipient. The Services may also offer optional signer authentication and access controls, such as one-time passwords or other verification methods. Unless a specific plan, feature, or agreement states otherwise, Customer decides whether to enable additional authentication for each template, envelope, or workflow and which method to apply. SignPaperless does not require a minimum authentication level beyond link delivery for all sends.
Customer is responsible for providing accurate Recipient contact information, selecting authentication appropriate to the document, transaction, parties, and applicable law, and not representing to Recipients that a stronger level of verification was used than Customer configured. SignPaperless records signing and access events in an audit trail but does not guarantee that the person signing is the intended individual beyond the access controls Customer enables for that workflow.
AI document assistance
The Services may include an AI chat feature that analyzes document content and answers questions during the signing process. This feature uses third-party AI providers. SignPaperless applies technical guardrails designed so that personal information (PII) is not transmitted to those providers.
By using the AI document assistance feature, you acknowledge and agree to this section. If you do not agree, do not use the AI chat. Use of the feature is also subject to our Privacy Policy.
AI responses are informational only and may be incomplete, inaccurate, or outdated. They do not constitute legal, financial, or professional advice, decisions, or commitments by SignPaperless, and do not replace reading the full document. You are solely responsible for your interactions with the AI feature, for how you interpret its responses, and for deciding whether to sign any document.
To the maximum extent permitted by law, SignPaperless is not liable for any actions, losses, or damages arising from your use of or reliance on AI document assistance outputs.
Important usage guidelines:
Do not submit sensitive personal information (for example, health data, financial account numbers, Social Security numbers, or login credentials) into the AI chat.
Do not paste trade secrets, passwords, API keys, or other confidential information that is not already necessary to understand the document you are reviewing.
AI-generated outputs are provided for informational purposes only and are not a grant of ownership or intellectual property rights in the AI system, models, or prompts.
You remain responsible for independently reviewing the document and obtaining professional advice when needed.
6. Free Website Tools
SignPaperless may offer Free Website Tools on signpaperless.com (including the Signature Generator, Add Signature to PDF, and other tools listed on our Free Tools pages). Free Website Tools are provided without a paid subscription account and are intended for personal and commercial use, unless a specific tool page states otherwise.
Free Website Tools are designed so that the PDF, signature image, or initials content you use in the tool is processed in your browser to produce a downloadable result. That content is not uploaded to SignPaperless servers for the purpose of generating that result. Website analytics, security logs, and similar site data may still be collected as described in our Privacy Policy.
Free Website Tools create visual marks or stamped documents. They are not the same as completing an electronic signature workflow through the signed-in SignPaperless platform. Free Website Tools do not, by themselves, provide multi-party sending, signer authentication workflows, reminders, or an audit trail of the kind generated by SignPaperless eSign features. You are responsible for deciding whether a free-tool output is appropriate for your document, jurisdiction, and purpose.
Free Website Tools are provided "as is" and "as available." We may change, limit, suspend, or discontinue any Free Website Tool at any time. We do not guarantee uninterrupted availability, browser compatibility, or fitness for a particular legal or business purpose.
Acceptable-use rules in these Terms apply to Free Website Tools. You must not use them to process unlawful content, to infringe others' rights, or to attempt to disrupt or abuse our website or systems.
If you create an account and use paid or signed-in SignPaperless features, those features remain governed by the account, license, fees, Customer Data, and eSign sections of these Terms.
7. Customer Data and Documents
You retain ownership of Customer Data you upload to SignPaperless. By uploading or submitting Customer Data, you grant us a limited license to:
Host, process, transmit, and display Customer Data to provide the Services
Create and maintain encrypted backups and disaster recovery copies
Generate audit events, completion records, and workflow status updates
You represent and warrant that you have all rights, permissions, and legal bases required to upload, send, and process Customer Data through the Services, including data of signers and recipients.
You are responsible for the legality, accuracy, and appropriateness of your Customer Data and your document workflows.
Confidentiality and data processing
Each party may receive non-public business, technical, security, or commercial information from the other party that is identified as confidential or that reasonably should be understood to be confidential. The receiving party will use that information only to perform or receive the Services, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations. These restrictions do not apply to information that the receiving party can document was lawfully known without restriction, received lawfully from a third party, independently developed, or made public without breach of these Terms.
SignPaperless will process Customer Data to provide, secure, support, and improve the Services in accordance with the Privacy Policy, Customer's documented instructions, and any Data Processing Addendum or other written agreement between the parties. If a conflict exists, an executed Order Form or Data Processing Addendum controls over these Terms for the subject it specifically addresses. Protected health information may be submitted only if the parties have executed a Business Associate Agreement that expressly authorizes that processing.
8. Data Management and Security
Transmission and storage risk
Use of the Services necessarily involves transmission and storage of data over networks, cloud systems, and infrastructure that may not be owned or controlled by SignPaperless. You acknowledge these technical realities and associated risks.
SignPaperless uses commercially reasonable safeguards, but is not liable for interception, loss, alteration, theft, corruption, or unauthorized access caused by factors outside SignPaperless's reasonable control, except to the extent liability cannot be limited under applicable law.
Retention and deletion
Documents and signed PDFs are retained while your account is active and according to applicable customer retention settings, legal holds, and deletion rules. Audit trails and signing logs are retained for at least three (3) years from the date of signature, or longer where needed for legal, compliance, security, or dispute-resolution purposes. Additional retention details are described in our Privacy Policy.
During the retention period, authorized users can retrieve available records through the platform, including download, print, and export functionality. Requests after retention expiry may not be fulfilled unless required by law.
After applicable retention periods expire, data may be securely deleted or anonymized in accordance with our internal retention and disposal practices. Early deletion requests may be honored where legally and operationally permitted.
Data security standards
The Services use industry-standard security controls, including encryption for data in transit and at rest, and access controls designed to limit access to authorized personnel.
Security incidents are handled under applicable response procedures and breach notification laws.
Customer data responsibilities
You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and permissions associated with Customer Data you transmit, store, disclose, or process through the Services.
You represent and warrant that your collection and transfer of Customer Data complies with applicable federal, state, and local laws and does not violate third-party rights. SignPaperless does not assume responsibility for Customer Data except as required to perform the Services under these Terms.
Policy references
Your use of the Services is informed by our Security information, Privacy Policy, and the cookies section of our Privacy Policy. These materials are referenced for transparency and may be updated from time to time. Unless expressly stated, they do not expand SignPaperless's obligations beyond these Terms.
Third-party identity verification
Some features may allow optional use of third-party identity or verification services. If you enable such services, you are responsible for obtaining all required notices, permissions, and consents; complying with third-party terms and policies; and ensuring lawful use of transmitted identification data.
SignPaperless is not liable for delays, errors, service interruptions, or losses caused by third-party verification providers or by incomplete/inaccurate information supplied by you or your users.
9. Prohibited Uses and Restrictions
You may use the Services only in compliance with these Terms, your selected plan, and applicable law. Without limiting any other restrictions in these Terms, Customer agrees to the following use restrictions.
Document and user eligibility
You must review your document types and jurisdictional requirements before using e-signatures; some documents (for example, certain wills in some jurisdictions) may not be eligible for electronic signature.
Each person sending through the Services must be an authorized User under Customer's account.
Only named Users may use the license; account sharing is prohibited.
Customer may use the Licensed Product solely for its own internal business purposes.
API and distribution restrictions
You may not distribute SignPaperless in stand-alone form unless expressly authorized in writing.
Customers with API access must ensure programmatic access is limited to Customer and authorized API users in accordance with the selected plan.
Customer must implement technical and license checks in embedded or integrated applications to prevent unauthorized programmatic access.
You may not use the Services to develop or enable competing products.
Security and platform integrity
Do not reverse engineer, decompile, disassemble, decrypt, or attempt to derive source code from the Services or related technology.
Do not circumvent, disable, manipulate, or interfere with security or authentication features.
Do not access, tamper with, or use non-public areas of the Services or infrastructure.
Do not interfere with or disrupt users, hosts, or networks (including malware, flooding, spamming, or similar abuse).
Do not use robots, scrapers, or unauthorized automation other than publicly supported SignPaperless interfaces and APIs.
Do not impose unreasonable or disproportionately large load on SignPaperless infrastructure.
AI/ML and data-use restrictions
You may not use the Licensed Product, embedded components, or related code to train or improve machine learning models, AI systems, natural language processing systems, or data-mining datasets.
You may not include the Licensed Product or related components in any AI training dataset.
If you distribute integrated applications, you must ensure third parties cannot use embedded Licensed Product functionality for AI/ML training purposes.
Content and conduct restrictions
Do not send unsolicited communications, deceptive messages, spoofing, phishing, or spam.
Do not upload or share unlawful, fraudulent, defamatory, misleading, pornographic, indecent, or violent content.
Do not upload data related to children or protected medical information unless your use is lawful and specifically authorized under applicable law and your agreements.
Do not violate privacy, personal data, trademark, copyright, or other intellectual property rights.
Do not use SignPaperless trademarks without prior written consent.
Do not use the Services for unlawful, harmful, irresponsible, or inappropriate purposes.
A breach of this Section 9 constitutes a material breach of these Terms and may result in immediate suspension or termination of access and all licensed rights, in addition to any other remedies available under law or contract.
10. Third-Party Services
The Services may interoperate with third-party services, applications, content, or infrastructure. Your use of third-party services is subject to those providers' own terms and policies.
We are not responsible for third-party services, including their availability, security, or data practices. You are responsible for obtaining any rights or licenses needed for your third-party integrations.
11. Fees, Billing, and Taxes
Paid plans are billed according to your selected plan and billing cycle. You agree to:
Pay all fees associated with your subscription and usage when due
Provide and maintain accurate, complete, and current billing information
Authorize recurring charges for automatic renewals unless canceled before renewal
Pay applicable taxes, duties, and governmental charges unless exempt
Payment terms
License fees are due and payable in United States dollars upon invoice or, for self-serve plans, at the start of each billing cycle in accordance with your selected pricing plan. Billing cycles renew automatically for the same cycle length unless canceled in accordance with these Terms. Charges for each renewal cycle are based on the then-current rate in effect on the first day of that cycle. Before you subscribe, we will disclose the renewal period, charge amount or calculation, billing frequency, and cancellation method and obtain any affirmative consent required by law.
You expressly agree to recurring payments and accept responsibility for automatic charges until you cancel your subscription or the license is terminated. SignPaperless may use third-party payment processors to process billing and payment transactions. We will send a retainable subscription acknowledgment and any renewal or trial-ending reminders required by applicable law. You may cancel online through account settings or by contacting support; cancellation takes effect at the end of the current paid billing period unless applicable law or an Order Form provides otherwise.
If you pay by credit card, you authorize SignPaperless and its payment processors to charge your payment method on a recurring basis for all applicable fees. You agree to promptly notify us of any changes to your billing information.
If any amount is not paid when due, that amount may accrue interest at the rate of eighteen percent (18%) per year, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid in full. You agree to pay reasonable costs of collection of past-due amounts, including reasonable attorneys' fees and expenses.
If a selected payment method fails, SignPaperless may provide notice and allow up to ten (10) days to cure the payment issue. If payment is not received within that period, SignPaperless may suspend or cancel the subscription without further notice, subject to applicable law.
All fees are exclusive of taxes, levies, and duties, which are your responsibility as described in the Taxes subsection below. Except as required by law or expressly stated in a written order form or commercial policy, fees are non-refundable. We may change pricing with advance notice.
Taxes
License fees and all other amounts payable under these Terms are exclusive of all national, state, regional, local, municipal, or other taxes, duties, and fees, including sales, use, excise, value-added, goods and services, customs, withholding, and similar taxes, now in force or enacted in the future.
Except for taxes based on SignPaperless's net income, net worth, or capital, you are responsible for all such taxes and governmental charges. If SignPaperless pays such taxes on your behalf, you will reimburse SignPaperless for those amounts.
If your jurisdiction requires deduction or withholding of taxes from amounts payable to SignPaperless, you must notify us in writing. In that event, SignPaperless may either (a) invoice you for the withheld amount, or (b) increase the gross amount payable so that, after required deduction or withholding, the net amount received by SignPaperless equals the amount that would have been received without such deduction or withholding.
12. Term, Suspension, and Termination
These Terms remain effective while you use the Services. You may cancel your account at any time through account settings or by contacting support.
We may suspend or terminate access immediately if:
You materially violate these Terms
You fail to pay fees when due after any required notice period
Your use creates legal, fraud, or security risk
Suspension or termination is required by law or regulator request
Upon termination, your right to use the Services ends. You may request export of available Customer Data within 30 days after termination unless access must be restricted for legal or security reasons. After that period, we may delete Customer Data according to Section 8, our Privacy Policy, customer retention settings, legal holds, and other legal obligations. Termination does not shorten a stated minimum retention period for audit trails or signing logs.
13. Warranty Disclaimer
THE SERVICES AND LICENSED PRODUCT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIGNPAPERLESS MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, SIGNPAPERLESS DOES NOT WARRANT THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM DISRUPTION, OUTAGES, VIRUSES, OR OTHER HARMFUL CODE; (III) ALL DEFECTS WILL BE CORRECTED; (IV) SECURITY FEATURES, ANTI-FRAUD CONTROLS, OR VERIFICATION FLOWS WILL PREVENT ALL MISUSE OR INTRUSIONS; OR (V) BACKUP OR STORAGE OF CUSTOMER DATA WILL BE FREE FROM RISK IN ALL CIRCUMSTANCES.
FROM TIME TO TIME, SIGNPAPERLESS MAY TAKE SERVICES OFFLINE FOR MAINTENANCE, SUPPORT, SECURITY, OR INFRASTRUCTURE CHANGES.
YOU HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SIGNPAPERLESS TO ANY THIRD PARTY.
You are responsible for independent backup practices, legal review, and operational controls appropriate for your specific use case.
14. Limitation of Liability
To the fullest extent permitted by law:
SignPaperless's total aggregate liability for claims relating to these Terms or the Services, whether in contract, tort (including negligence), statute, or otherwise, will not exceed the greater of (a) amounts paid or payable by Customer for the Services during the twelve (12) months before the event giving rise to liability or (b) One Thousand U.S. Dollars (USD $1,000).
In no event will SignPaperless be liable for any incidental, indirect, exemplary, special, consequential, or punitive damages, including loss of use, profits, revenue, goodwill, business interruption, or data, even if advised of the possibility of such damages.
If applicable law limits the application of any provision in this section, SignPaperless's liability will be limited to the maximum extent permissible under that law.
Any action or arbitration relating to these Terms or the Services must be commenced within one (1) year after the event giving rise to the claim; otherwise, the claim is permanently barred, except where a longer period is required by applicable law.
For avoidance of doubt, SignPaperless has no liability for patent infringement claims asserted against Customer or Customer's licensees that arise from Customer products, implementations, or integrations.
SignPaperless disclaims and accepts no liability for claims arising from open source software used by Customer or any data loss caused by Customer's use of open source software in connection with the Services.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. The exclusions and cap in this Section do not apply to a party's fraud, gross negligence, willful misconduct, breach of confidentiality obligations, or indemnification obligations.
15. Indemnification
The Services are tools and are not intended to replace the professional judgment, legal review, or operational controls of Customer or Customer's employees, agents, or consultants. Customer is solely responsible for the accuracy, adequacy, legality, and appropriateness of information and data submitted for processing, and for any use of or reliance on outputs from the Services.
Customer is also responsible for operation, maintenance, and security of Customer's own systems, devices, environments, integrations, and third-party software used with the Services. Customer assumes all risks and liability for outcomes resulting from Customer's workflows, designs, configurations, integrations, and implementation decisions.
Customer will defend, indemnify, and hold harmless SignPaperless and its affiliates, officers, directors, employees, and agents from and against any actual or threatened third-party claim, demand, action, proceeding, investigation, or regulatory matter (each, a "Claim"), and all related liabilities, damages, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees), arising out of or related to:
Your misuse of the Services or material violation of these Terms
Your violation of applicable law, regulation, or third-party rights
Your Customer Data, including data quality, consent, permissions, and legal basis for processing
Your integrations, extension apps, custom implementations, or use of third-party tools in connection with the Services
Your documents, workflows, or instructions where the Claim would not have arisen from use of the unmodified Services alone
SignPaperless will provide prompt notice of any Claim (to the extent legally permitted) and reasonable cooperation at Customer's expense. Customer will control the defense and settlement of the Claim, provided that any settlement does not impose admission of liability, non-monetary obligation, or ongoing obligation on SignPaperless without SignPaperless's prior written consent.
SignPaperless will defend Customer against a third-party claim alleging that Customer's authorized use of the unmodified Services infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in a settlement approved by SignPaperless. This obligation does not apply to claims caused by Customer Data, combinations not supplied by SignPaperless, unauthorized modifications, or continued use after we provide a non-infringing replacement or require Customer to stop the allegedly infringing use.
16. Intellectual Property
SignPaperless and its licensors retain all right, title, and interest in and to the Services, software, technology, trademarks, and content (excluding Customer Data).
If you provide suggestions, ideas, or feedback about the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation.
This feedback license does not transfer ownership of Customer Data, Customer applications, integrations, templates, workflows, or other technology developed independently of the Services.
17. Governing Law and Arbitration
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules that would require application of another jurisdiction's laws. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in this Section.
Mandatory arbitration
Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (including the formation, validity, interpretation, breach, or termination of these Terms) will be resolved exclusively through final and binding arbitration, not in court.
Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules for business disputes, as modified by this section. If the AAA determines that a dispute arises from a consumer agreement, its Consumer Arbitration Rules and Consumer Due Process Protocol will apply instead. If AAA is unavailable or unwilling to administer the arbitration, the parties will select a mutually acceptable alternative administrator, or a court of competent jurisdiction may appoint one.
The arbitration will be conducted by a single neutral arbitrator selected in accordance with the applicable AAA rules. The seat and hearing location will be Dallas County, Texas, unless the parties agree otherwise or the applicable rules or law entitle an individual consumer to a hearing in another location or by telephone, video conference, or documents only. Fees and costs will be allocated under the applicable AAA rules and applicable law; SignPaperless will pay amounts that those rules or applicable law require a business to pay in a consumer arbitration.
The arbitrator will have authority to award the same damages and relief that a court could award, subject to the limitations in these Terms. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Class action and jury trial waiver
YOU AND SIGNPAPERLESS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.
UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
YOU AND SIGNPAPERLESS EACH WAIVE ANY RIGHT TO A JURY TRIAL FOR DISPUTES SUBJECT TO THIS SECTION.
Exceptions
Either party may bring an individual action in small claims court if the claim qualifies and remains in that court. Either party may also seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Dallas County, Texas to prevent unauthorized use, misuse, or infringement of intellectual property or confidential information, pending completion of arbitration.
Nothing in this section prevents either party from seeking enforcement of an arbitration award in a court of competent jurisdiction.
Informal resolution
Before initiating arbitration, the party raising a dispute will send a written notice describing the claim to legal@signpaperless.com (or to Customer's account contact email on file). The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after receipt of the notice before filing for arbitration.
Right to opt out
You may opt out of the arbitration agreement and class-action waiver in this Section by sending an email to legal@signpaperless.com within thirty (30) days after you first accept these Terms. The notice must include your name, account email, company name if applicable, and an unambiguous statement that you opt out of arbitration. Opting out will not affect any other provision of these Terms or your ability to use the Services. If you validly opt out, disputes will be resolved exclusively in the state or federal courts located in Dallas County, Texas, except where applicable law requires a different venue.
18. General Legal Terms
Open Source and Third-Party Licenses
The Services may include open source software components and other third-party software, each of which may be governed by its own license terms. Where applicable, references to open source components and their licenses may be made available for your convenience and may be updated from time to time without notice.
You acknowledge and agree that third-party and open source software is provided subject to its own license terms. SignPaperless is responsible for compliance with licenses for components that it selects and incorporates into the Services.
You are solely responsible for obtaining and maintaining all licenses, permissions, and rights required for components, systems, environments, integrations, and third-party products that you independently introduce or direct us to use with the Services. A claim caused by your failure to obtain those rights is subject to the indemnification obligations in these Terms.
Notice
Any notice or other communication given under these Terms must be in writing. Notice is considered delivered and effective upon receipt when sent by U.S. Mail, postage prepaid, or certified mail, return receipt requested, addressed to the parties as set forth below, or on the date transmission is completed when delivered electronically by email.
Notices to SignPaperless must be sent to Sign Paperless, LLC, 4100 Spring Valley Rd, Suite 935, Dallas TX 75244, USA, and by email to legal@signpaperless.com. Notices to Customer may be sent to the mailing address and email address associated with Customer's account.
Either party, upon written notice to the other, may change any name or address to which future notice shall be sent.
Electronic Delivery
All software and documentation are delivered electronically. The Licensed Product is deemed delivered when it is made available for access through the Services or for download, as applicable ("Delivery"). Customer is responsible for downloading, installing, configuring, and accessing the Licensed Product using compatible systems and networks under Customer's control.
Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision will be severed from these Terms.
The remaining provisions will continue in full force and effect and will be interpreted to carry out the parties' original intent as closely as possible. The invalidity of any provision in one jurisdiction will not affect the validity of that provision in any other jurisdiction.
Waiver
No failure or delay by either party in exercising any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy. Any waiver must be in writing and signed by the waiving party to be effective.
A waiver of any breach will not constitute a waiver of any other or subsequent breach. Partial exercise of a right does not preclude any other or further exercise of that right or the exercise of any other right under these Terms.
Assignment
Customer may not assign, transfer, sublicense, or otherwise convey these Terms, or any rights or obligations hereunder, whether by operation of law, change of control, merger, or otherwise, without the prior written consent of SignPaperless. Any attempted assignment in violation of this section is void.
SignPaperless may assign or transfer these Terms, in whole or in part, without Customer's consent: (a) to an affiliate; (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity; or (c) as part of a financing or collateral arrangement. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.
Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond that party's reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, internet or telecommunications failures, denial-of-service attacks, power outages, or failures of third-party hosting, cloud, or network providers.
The affected party will use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription upon written notice, without liability for such termination, except for fees already accrued.
Export and Sanctions Compliance
The Services, Licensed Product, and related technical data may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), as well as applicable laws of other jurisdictions.
Customer represents and warrants that neither Customer nor any User is: (a) located in, or a national or resident of, any country or region subject to comprehensive U.S. sanctions; (b) identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List; or (c) otherwise prohibited from receiving the Services under applicable law.
Customer will not export, re-export, transfer, or use the Services in violation of applicable export control or sanctions laws, including for prohibited end uses related to nuclear, chemical or biological weapons, or missile technology, except as authorized by applicable law and regulation. SignPaperless may suspend or terminate access immediately if it reasonably believes Customer has violated this section.
Survival
Termination or expiration of these Terms will not affect any rights or obligations that by their nature should survive, or that accrued prior to termination or expiration.
Without limitation, the following will survive: Key Definitions; Customer Data and Documents; Data Management and Security; Fees, Billing, and Taxes (to the extent of unpaid amounts); Warranty Disclaimer; Limitation of Liability; Indemnification; Intellectual Property; Governing Law and Arbitration; Notice; and these General Legal Terms, together with any other provision that expressly or by its nature is intended to survive.
19. Contact Information
For questions about these Terms, please contact Sign Paperless, LLC:
Legal email
legal@signpaperless.com
General inquiries
info@signpaperless.com
Phone
+1 214-257-0598
Address
4100 Spring Valley Rd, Suite 935, Dallas TX 75244, USA
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Consumer Disclosure
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