Effective date: September 24, 2023
The following Terms govern your access to and use of: (a) our websites located at https://www.syngrafii.com, https://sign.syngrafii.com, the subdomain websites of syngrafii.com, https://sign.syngrafii.ca, https://sign.syngrafii.eu, any on-premises and managed instances that have a client’s own subdomain (e.g., https://sign.client.comand) and our Syngrafii mobile application (collectively, the “Syngrafii Websites”); (b) our platforms, including but not limited to: iinked Sign™, Video Signing Room™, iinked Seal™, Video Notary Room™, and iinked ID Verification™ and when deployed the LongPen™ (collectively, the “Platforms”); (c) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Syngrafii Websites and the Platforms, and (d) all other Content, products or services provided by us to you, as more particularly described on the Syngrafii Websites and the Platforms (collectively, the “Services”).
1. Ownership of the Services and Its Content
The Services and all of the Content, including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Syngrafii, our licensors, and certain other third parties. All rights, title, and interest in and to the Content and Intellectual Property available via the Services is the property of Syngrafii, our licensors or certain other third parties, and is protected by applicable copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Syngrafii owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Services. These Terms do not grant you a license to use any trademark of ours or of our affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Services. All rights not expressly granted to you in these Terms are reserved.
You shall properly identify the Services in any printed, online, electronic, or other medium, materials that you produce, have produced for your use, authorize or use in connection with your use of the Services whether for your personal or commercial use. In so identifying the Services, you agree to properly identify our Intellectual Property and use all required marks, including all product names and attributions to do so. You may contact us at firstname.lastname@example.org to obtain from us current images and other indicia of our trademarks, service marks and any other relevant intellectual property.
Further details on our Intellectual Property can be found at: https://syngrafii.com/about/patent.
2. License to the Services
Subject to these Terms, we grant you non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services.
3. Access to the Services
To access some of the Services, you will need to sign up for a Syngrafii Account (as defined in Section 4) and subscribe to the Services. We retain the right, at our sole discretion, to deny you access to the Services, at any time and for any reason, including for violation of these Terms. You will cease and desist from any such access or use immediately upon request by us.
4. Registration, Accounts and Passwords
When using our Services, you may be asked to create or register for an account (the “Syngrafii Account”) through the Syngrafii Websites. You must treat your username, password, and any other piece of information required as part of our security procedures as confidential, and you must not disclose the foregoing to any other person or entity. You also acknowledge that your Syngrafii Account is personal to you and agree not to provide any other person with access to your Syngrafii Account or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security, including, but not limited to, the loss of your username or password. You are responsible for any use of your Syngrafii Account or portions of it using your username, password or other security information. You also agree to exit your Syngrafii Account at the end of each session. You should use particular caution when accessing your Syngrafii Account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username or password whether chosen by you or provided by us, at any time if you have violated any provision of these Terms.
5. Subscription Services
Some parts of the Services are billed on a subscription and consumption of Services basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) for the Subscription and thirty (30) days in arrears for consumption-based costs. Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team. In all instances any outstanding balances in billing due and owing in arrears will be billed and/or processed using payment methods on file.
A valid payment method, including a credit card, is required to process the payment for your Subscription and any consumption based costs incurred. You shall provide us with accurate and complete billing information including full name, address, province/state, postal code/zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription and consumption-based fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Any unpaid accounts falling due beyond the payment date will incur interest at a rate of 2% per month.
We perform numerous data validations when activating a Subscription, however we may rely on the third party issuers of coupons, currency, tokens, etc, to be responsible for accurate data collection and therefore we cannot be held responsible for data inaccuracies of those third parties.
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information.
We use third party service providers (such as Stripe) to process payments. By using the Services and agreeing to these Terms, you also agree to be bound by the applicable terms of Stripe and other applicable third party service providers.
You expressly understand and agree that Syngrafii shall not be liable for any payments and monetary transactions that occur through your use of the Services. You expressly understand and agree that all payments and monetary transactions are handled by third parties, such as Stripe. You agree that Syngrafii shall not be liable for any issues regarding financial and monetary transactions between you and any other party, including Stripe.
You are responsible for all transactions (one-time payments) processed through the third party service providers. Syngrafii is not liable for loss or damage from errant or invalid transactions processed with your third party service provider account. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.
You understand that the third party service provider that Syngrafii uses is subject to change at any time and such changes may adversely affect the Services. You shall not hold Syngrafii liable for any adverse effects caused by the actions and omissions of any such third party service provider.
You must not process stolen credit cards, or unauthorized credit cards through the third party service provider (like Stripe).
7. Free Trial
We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
You may be required to enter your billing information in order to sign up for the Free Trial. If the Free Trial period does not require registration with you providing billing information, at the completion of the Free Trial period you will be required to enter billing information to continue your use of the Services.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by us until the Free Trial has expired unless you actively begin a subscription with us during this time. On expiration of the Free Trial, you will have the option to enter payment information to continue your use of the Services. If you fail to provide this information, the Free Trial will terminate and no further charges will be incurred.
At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
8. Fee Changes
We, in our sole discretion and at any time, may modify the Subscription fees for the Subscriptions and consumption based Services. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
We will provide you with reasonable prior notice of any change in Subscription and consumption based fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription and consumption based fee amounts.
You can cancel your subscription to the Services at any time, and you will continue to have access to the Services through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for cancellations.
Following any termination of Services, you will have access to view, download and delete your historic User Data (as defined in Section 10) for a period not to exceed three hundred and sixty-five (365) days after which it shall be deleted.
10. Data You Upload To Us
Ownership of the data, documents, and/or other information that you upload, post, transmit to or enter into the Services (the “User Data”) remains with you. You are responsible for the User Data that you upload or post to the Services, including its legality, reliability, and appropriateness.
By uploading or posting User Data to the Services, you grant us the right and an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license to access, collect, store, use, modify, perform, display, reproduce, and distribute such User Data on and through the Services.
You represent and warrant that: (i) the User Data is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the uploading and posting of your User Data on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other intellectual property rights of any person.
We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another; or (d) offensive or otherwise unacceptable to us, as determined in our sole discretion.
You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Services, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any content or activities on the Services.
11. Contests, Sweepstakes and Promotions
12. No Unlawful or Prohibited Use
Without limiting the generality of the foregoing, you will not (and will not attempt to):
- send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Services (including any developer community forums) any data, information, pictures, videos, music or other materials or content that:
- contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- you do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate;
- is false, intentionally misleading, or impersonates any other person;
- is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
- violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
- encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
- harvest or otherwise collect or store any information (including personal information) about other users of the Services, including email addresses, without the express consent of such users;
- access the Services or any Syngrafii proprietary information except through means authorized herein;
- copy, reproduce, distribute, or in any manner duplicate the Services, in whole or in part;
- sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Services, in whole or in part;
- modify, port, translate, or create derivative works of the Services;
- decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Services by any means;
- remove any proprietary notices, labels or marks from the Services;
- use the Services for purposes of comparison with or benchmarking against products or services made available by third parties;
- knowingly take any action that would cause the Services to be placed in the public domain;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack);
- attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code;
- use, download or otherwise copy, or provide to any person or entity any Services users directory or other user or usage information or any portion thereof other than in the context of your use of the Services;
- use the Services for the purpose of building a similar or competitive product or service; or
- use the Services other than as permitted by these Terms.
You represent and warrant to us that the User Data will only contain the personal information of individuals to whom you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to: (i) make available the Services; and (ii) create, use and disclose aggregated statistical information for any purpose and without obligations of any kind.
14. Automatic Updates and Upgrades.
We may perform automatic updates or upgrades to the Services from time to time. We are not responsible for any affected or erased data, preferences, or settings due to a Services update or upgrade. These Terms govern any upgrades or updates to the Services, unless such upgrades or updates are accompanied by a separate agreement.
You agree that we may perform automatic updates or upgrades to the Services without any further notice or consent. If we provide further notice or request further consent to a Services update or upgrade, the notice or consent may be received by or provided to you or any authorized user of your device, and you agree that such notice or consent is sufficient for you and all authorized users of your device. The person receiving or providing that notice or consent is responsible for notifying you and all authorized users of the notice and of his or her consent.
You use the Services at your own risk. We do not guarantee or warrant that the Services are compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.
16. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.
17. No Warranty for Security of Device
We do not warrant that a third party cannot access your information should a third party come into possession of your device. We suggest that you use all security features of your device, including any password or locking function, to protect your device and the confidentiality of your information.
18. Third Party Materials, Third Party APIs and Third Party Sites
We are not responsible for examining or evaluating the content, accuracy, validity, legality or any other aspect of such Third Party Materials, Third Party APIs or Third Party Sites. We do not provide any representations, warranties, conditions, guarantees or otherwise endorse any Third Party Materials, Third Party APIs or Third Party Sites and are not liable to you or to any other party for any Third Party Materials, Third Party APIs or Third Party Sites or for your misuse or use of Third Party Materials, Third Party APIs or Third Party Sites. The Third Party Materials, Third Party APIs and Third Party Third Party Sites contain proprietary content and information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way except as authorized by the provider of the Third Party Materials, Third Party APIs or Third Party Sites. You may not use any Third Party Materials, Third Party APIs or Third Party Sites in a manner that would be, or could be reasonably construed as, a breach of these Terms. We may change, suspend, remove, modify access to or disable access to any Third Party Materials, Third Party APIs or Third Party Sites at any time by providing you with no less than three (3) days’ notice.
19. Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Services infringes the copyright or other intellectual property rights (“Infringement”) of any person.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of “Copyright Infringement” of email@example.com and include in your notice a detailed description of the alleged Infringement.
You may be held accountable for damages (including costs and legal fees) for misrepresenting that any Content is infringing your copyright.
20. Availability, Errors and Inaccuracies
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and Services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Despite our best efforts, the products or services available through our Services may contain pricing errors, be inaccurately described, or be unavailable, and we may experience delays in updating information regarding the Services. By using the Services, you agree to hold Syngrafii, its officers, directors, employees, contractors, licensors, licensees, suppliers and agents harmless for any and all losses incurred, howsoever, whether foreseeable, reasonably or otherwise, and whether in tort, or contract, and with or without negligence on the part of the aforementioned releasees, including all forms of claims, losses, damages, obligations, costs, actions or demands.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES, THIRD PARTY MATERIALS, THIRD PARTY APIS AND THIRD PARTY SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES OF ANY KIND WITH RESPECT TO THE SERVICES, THIRD PARTY MATERIALS, THIRD PARTY APIS AND THIRD PARTY SITES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES, THIRD PARTY MATERIALS, THIRD PARTY APIS AND THIRD PARTY SITES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE THIRD PARTY MATERIALS, THE THIRD PARTY APIS AND THIRD PARTY SITES.
TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES, THE THIRD PARTY MATERIALS, THE THIRD PARTY APIS AND THIRD PARTY SITES EXCEED, ON A CUMULATIVE AND AGGREGATE BASIS, THE FEES THAT YOU HAVE PAID US WITHIN THE LAST THIRTY (30) DAYS PRIOR TO THE DATE THAT THE CLAIM AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
You shall defend, indemnify and hold us and all of our officers, directors, employees and agents harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
- your breach of any of the provisions of these Terms or any documents referenced herein;
- your violation of any law or the rights of a third party (including, without limitation, privacy or intellectual property rights); or
- your use of the Services in a manner that it was not designed for or intended to be used, as described in these Terms and in any instructions or guidelines provided by us to you.
24. Changes, Termination and Survival
- We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with notice to you.
- These Terms are effective until terminated by you or Syngrafii. You may terminate these Terms by ceasing to use the Services and cancelling your subscription to the Services. These Terms will terminate automatically and without notice from Syngrafii if you fail to comply with any provision of these Terms. Upon termination of these Terms, you shall cease all use of the Services. You agree that Syngrafii may elect to cease any support of the Services and/or provision of its services that the Services accesses at any time at the sole discretion of Syngrafii. In addition to any other termination right, Syngrafii may terminate these Terms upon five (5) days’ notice to you.
- The following Sections, together with any other sections of these Terms which expressly or by their nature survive termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason: Sections 1 (Ownership of the Services and Its Content), 10 (Data You Upload To Us), 13 (Privacy), 15 (Viruses), 16 (Communications Not Confidential), 18 (Third Party Materials, Third Party APIs and Third Party Sites), 19 (Copyright Policy), 21 (Disclaimers), 22 (Limitation of Liability), 23 (Indemnification), 24(c) (Changes, Termination and Survival), and 25 (General Provisions).
25. General Provisions
- Choice of Law/Jurisdiction. These Terms are governed by the provincial laws of the province of Ontario and the federal laws of Canada as applicable therein, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Except as restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of the Commercial List of the Superior Court of Justice (Ontario) at Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.
- Electronic Communications. You are communicating with us electronically when you use the Services or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- We may provide notifications by posting the notifications on the Services itself or by sending the notifications to the email associated with your Syngrafii Account. We are not responsible for any automatic filtering you or your network provider may apply to email notifications.
- If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
- If you breach any of these Terms and we should choose not to immediately act, or choose not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. We and our subsidiaries do not waive any of our or their rights. We and our subsidiaries shall not be responsible for any purported breach of these Terms caused by circumstances beyond our or their control. A person who is not a party to these Terms shall have no rights of enforcement.
- Entire Agreement. These Terms, and the documents referenced in these Terms, constitute the entire agreement between Syngrafii and you pertaining to the subject matter thereof, and supersede in their entirety any and all written or oral agreements previously existing between us with respect to the Services. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, other than as contained in these Terms.
- English Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.