Terms of Use

Introduction

1. These terms of use are the contract between us governing your use of Secured Signing’s services. If you are based outside of United State of America your contract is with Secured Signing Limited (NZBN 9429031413220). If you are based in the United States of America, your contract is with Secured Signing, Inc. (FEIN 861697193). When we refer to “we”, us” and “our”, we are referring to the Secured Signing entity you are contracting with.

2. Everyone who uses our services must comply with these terms. In addition:

2.1 If you have admin rights over your account, then you are responsible for the other users of that account complying with these terms.

2.2 If your account is listed as that of a group, company, or other organisation or enterprise, then you confirm that you have the authority to contract on its behalf and that these terms are binding on it; and

2.3 You may not assign, sub-licence or otherwise transfer any of your rights under these terms.

3. If you do not accept these terms, do not use our services.

4. Remember also that not every document can be signed digitally. Laws in many countries put restrictions on what can be signed this way. Examples include things like wills and transfers of interest in land. It is up to you to check this and we give no assurances that digital signing of any document will be valid in your or any country.

Amendments

5. We can amend these terms through online posting from time to time. We will notify you of important changes by posting on our website for immediate effectiveness. No amendment will increase any contracted subscription until the expiry of the then current subscription period.

Registration

6. To open account in our services you must register using our system. To access our system, you must be over 18 years of age, able to form a legally binding contract and a resident of one of the countries in the registration form.

7. You must provide accurate registration details and keep them up to date.

8. Your username and password are personal to you. They must not be shared with anyone else and must be kept confidential and secure. We will assume that you are the person utilising our services if your account is accessed with your username and password and you will be responsible for any use and for any charges for that access and use unless you have notified us first of a loss or compromise of your username and password.

9. You must inform us at once by email or telephone if you believe that your account is being misused by a third party so that we may suspend your account and investigate. You indemnify us against any and all losses, damages, claims, expenses and other liability arising out of your failure to maintain the confidentiality and security of your username and/or password.

Charges and Payment

10. The charges and options for our services are set out on our web site in our pricing page (Pricing Plans). In order to designate your desired service plan, you will need to visit the pricing page of our website and indicate your desired services. We will not charge you for using our services where that use solely relates to you signing a document which another registered user has invited you to sign, and we agree that such use by you of our service will not be subject to a Pricing Plan. We can vary the Pricing Plans for our services from time to time and we will notify you on this web site at least 10 days prior to making any changes to our Pricing Plans.

11. Where you choose a pre-paid Pricing Plan or pre-pay for credits to be used for SMS or Video Signing or Remote Online Notarization (RON) or ID Verification or ID Check or Knowledge based authentication or contract Negotiations or other add on services we are will add from time to time and you do not use all of the monetary credit available to you within the applicable period, no part of your monetary credit will be refunded.

12. Where you cancel your registration and/or no longer use our services, or where we terminate for breach, no part of any payment made by you will be refunded.

Enterprise and Business accounts

13. For business and enterprise accounts, the administrator of that account can see and deal with the files and data associated with all users within that account (including any data and any personal information). In addition:

13.1 If the business or enterprise account is suspended or terminated, the action will affect the data and personal information of every user within that account;

13.2 The administrator of the business and enterprise account will be able to see and deal with, change, or delete the files and data associated with every user within that account (including any of data and personal information); and

13.3 The administrator of the business and enterprise account will be able to terminate any user’s account within the business and enterprise account, restrict or disable usage of the account/ users, and otherwise deny access to the account and all data and personal information and such users will then lose access to all their data and all personal information associated with their account.

13.4 A breach of these terms by any user shall be treated as a breach by the business and by all users and may result in termination of the business or enterprise account and withdrawal access for all users associated with that account.

Your responsibilities

14. You must:

14.1 Comply with these terms any other agreements which you may have with us or our licensors;

14.2 Make sure all information which you supply to us is current, complete and accurate;

14.3 Comply with all applicable laws, regulations, standards, and codes;

14.4 Not damage or disrupt our website, its content or any service supplied by us;

14.5 Not access, use, or interfere with anybody else’s use of our services or email or other communications which are not intended for you;

14.6 Not use our services for any illegal purpose;

14.7 Not use our website, its content or any service supplied by us:

14.7.1 For sending spam, chain letters, pyramid schemes, hoaxes or other similar unsolicited communications of any kind;

14.7.2 To abuse, defame, threaten, stalk or harass others;

14.7.3 For sending objectionable language, content, or any expressions of hatred, obscenity, racism or desire to instigate violence or anything illegal or which harms anyone as defined in the any applicable law or is otherwise inappropriate as determined by us in our sole discretion;

14.7.4 For running any network scanning software, spiders, spyware software, robots, open relay software, or any such similar software;

14.7.5 For introducing any viruses, worms, trojan horses, time bombs or bots or any other harmful or destructive items or in any other way interfere with our, or anyone else’s network or computer system;

14.7.6 To extract content from our web site without our prior specific written permission including, without limitation, by screen scraping;

14.7.7 For using any software or device which may interfere with the services which are intended to be enjoyed by other users through use of mail bombs, war dialling, pinging or other disruptive technical means; and

14.7.8 Using a false identity for the purpose of misleading others as to the identity of the sender or origin of any message.

15. You indemnify us against any and all losses, damages, claims, expenses, and other liability arising out of any breach of your obligations in paragraph 14.

User submitted content; Ownership and Takedown

16. Ownership.

16.1 The content on the site, is owned by or licensed to us, Content on the site is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. You agree to not engage in the use, copying, or distribution of any of the intellectual property other than expressly permitted herein. If you download or print a copy of the intellectual property for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the application or features that prevent or restrict use or copying of any intellectual property or enforce limitations on use of the application or the intellectual property therein. Material submitted by You is not transferred to Us.

16.2 In addition, you agree that any user submissions you submit in connection with video proof of signing or otherwise shall not contain any material that is, in our sole and absolute discretion infringes the copyright of anyone.

16.3 We may refuse or remove a user submission in its sole discretion and without notice to you. However, we shall have no obligation to monitor User Submissions, and you agree that neither us nor our parents, subsidiaries, affiliates, employees, or agents will be liable for User Submissions or any loss or damage resulting from user submissions. Notwithstanding the foregoing, us reserves the right to monitor all activity conducted over the application and anticipates that it will do so from time to time.

16.4 We do not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from others.

16.5 Anyone believing that any material in the application is infringing their copyright interest or otherwise violating any of their rights should provide written notice to us describing in detail the basis for their concern and their legal interest in the material at issue as follows. Our registered DMCA agent, Mike Eyal, can be reached at dmca@securedsigning.com. Upon receipt of such notice, we will investigate and remove material if necessary. The complaining party will be notified of the results of such investigation.

Our Intellectual Property

17. You acknowledge that Secured Signing Limited is the sole and exclusive owner and/or authorised licensee of all copyright, trademarks and all other intellectual property rights (Intellectual Property) in our website, its code (including all underlying and backend code), all document metadata, all website content, and the services provided via our website (all of which we refer to as Content in these terms), excluding Customer Material submitted by you. Secured Signing Inc is an authorised re-seller of Secured Signing’s services.

18. Unauthorised use of the Content is strictly prohibited and may infringe our Intellectual Property or our licensor’s Intellectual Property. No Content may be reproduced, published, transmitted or otherwise used in any manner other than to use our services in the manner intended. In particular, you may not without our prior written permission:

18.1 archive the Content or any part of it other than metadata relating to each document;

18.2 remove any copyright or trademark notice from any copies of Content made available under these terms;

18.3 form a database whether electronically or otherwise by systematically downloading or storing all or any of the Content;

18.4 deep link to, frame, spider, harvest or scrape the Content or otherwise access the Content for similar purposes; or

18.5 Reverse engineer, decompile, copy, or use any of the website or its code other than as strictly necessary to use the website and our services in their intended manner; or

18.6 redistribute, resell or republish the Content.

Disclaimer and Liability

19. We will employ commercially reasonable technical and organizational measures that are designed to prevent unlawful or unauthorised access, use, alteration, or disclosure of Customer Material and the registration information provided by you.

20. WHILE WE HAVE ENDEAVOURED TO ENSURE THAT ALL THE INFORMATION PROVIDED ON THIS WEBSITE OR IN OTHER COMMUNICATIONS TO YOU IS ACCURATE AND UP TO DATE, WE MAKE NO WARRANTY AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF THE INFORMATION ON THIS WEBSITE. IN ADDITION, WE MAKE NO WARRANTY THAT THE WEBSITE OR ANY CONTENT POSTED ON THIS WEBSITE OR SENT TO YOU BY EMAIL WILL BE FREE FROM VIRUSES OR ANY KIND OF MALICIOUS CODE WHATSOEVER. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF OUR SERVICES.

21. Despite the above and recognising that no website or internet facing service can be guaranteed to be immune from attack or unauthorised access, we will take what we believe to be commercially reasonable measures to endeavour to prevent this and will otherwise comply with our obligations applicable law.

22. Subject to the above, we (including our officers, employees and agents) will not be liable, whether in contract, tort (including negligence), equity, under statute or on any other basis, in any jurisdiction, to you or any third party for any direct, indirect or consequential damage, loss, cost or expense (including, without limitation, damage to property, injury to persons, loss of profits, loss of data or revenue, loss of use, lost business or missed opportunities, wasted expenditure or savings which you might have had, denial of service or access to our website) arising from the use of our website, its Content or any service supplied by us.

23. We have no obligation to monitor the website for appropriate content or conduct, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of any user submitting any such material. However, we reserve the right, at any time we choose and in our sole discretion, to access, read, preserve and disclose any information as we consider necessary to:

23.1 satisfy any applicable law, regulation, legal process or governmental request,

23.2 enforce these terms, including investigation of potential breaches of the same,

23.3 detect, prevent, or otherwise address fraud, security or technical issues,

23.4 respond to user support requests,

23.5 protect the rights, property, or safety of us, our users, and the public.

All your Customer Material may be deleted by us in our discretion when your account is closed and for business or enterprise accounts all users’ Customer Material may be deleted by us in our discretion, unless we decide to keep any of it for any of the above purposes.

24. We will not be responsible or liable for the exercise or non-exercise of our rights under these terms.

25. We do not represent or warrant Customer Material will be stored indefinitely and, in any case, not beyond the time period that you specify in your settings when you upload that Customer Material (generally 7 days from the anticipated date of signing or signing due date expired unless otherwise specified) unless we decide to retain them for the purposes of enforcing our rights or for law enforcement purposes.

26. Registration Details will be stored for so long as your account is active but will be deleted by us once the account is closed and we will keep name and email address, unless we decide to retain them for the purposes of enforcing our rights or for law enforcement purposes (in which case they will only be held as long as reasonably necessary for that purpose). For the avoidance of doubt, any signature images that you choose to save as part of your Registration Details can be deleted by you at any time.

27. We are not a contracting party to any transaction whatsoever facilitated through our website.

28. ALL TRANSACTIONS ARE CONDUCTED AT THE PARTIES’ OWN RISK AND WE HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER IN RELATION TO ANY TRANSACTION FACILITATED THROUGH OUR WEBSITE. IF, NOTWITHSTANDING THE ABOVE, A COURT OF COMPETENT JURISDICTION HOLDS US (OR ANY OF OUR OFFICERS, EMPLOYEES OR AGENTS) LIABLE IN RESPECT OF ANY MATTER ARISING UNDER OR INCIDENTAL TO THESE TERMS OF USE, OUR TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO THE SUM OF NZ$100.00.”

29. If you are using our website, its Content or any service supplied by us for purposes other than in relation to a business, we accept that you have rights under the New Zealand Consumer Guarantees Act 1993, otherwise if you are using it for business purposes or outside New Zealand, the guarantees under that Act are excluded.

Access to this Web site

30. Access to this website and our services may be terminated at any time by us without notice for any user, group of users or all users. No compensation will be payable. These Terms of Use will nevertheless survive any such termination. You acknowledge that your use of this website and associated services may be subject to interruption or delay. Due to the nature of the Internet and mobile phone communications, we do not make any warranty that the website or our services will be error free, without interruption or delay or free from defects in design or engineering.

Cloud Services

31. Secured Signing features such as video confirmation, Video Conference (video / audio call), SMS, ID Verification, Knowledge Base Authentication, NZ ID Check, Azure, AWS cloud storage (long term documents archive – history tab in your account). We have no control, and no responsibility for, the content, privacy policies or practice of any of these clouds services. By enabling and using these Secured Signing features you acknowledge and agree that we shall not be responsible for any damage, claims or other liability arising from or related to your use of these cloud services. You acknowledge that you are bound by and shall comply with the privacy policies and terms of service of such third parties.

32. You should check the terms of service for these services before using them. They are but not limited:

AWS, Microsoft Azure, Vimeo, Lexis Nexis Risk, Twilio, RealMe, Equifax, MessageMedia

Governing Law and Forum; US and Elsewhere

33. This website and your use of our services within New Zealand is governed by New Zealand law. To the fullest extent permitted by law, we exclude all responsibility for the compliance of this website or the information contained in it with the laws of any other country.

34. Disputes arising out of these terms, termination, or our relationship with you involving customers outside the US shall be determined by binding arbitration under the New Zealand Arbitration Act 1996 in Auckland, New Zealand, by one arbitrator who shall be a lawyer knowledgeable in relevant technology matters appointed by the President for the time being of the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated (AMINZ) on a request by either you or us. The following terms apply to the arbitration in addition to those implied by New Zealand law:

34.1 Notice must be given to apply for any interim measure in the arbitration proceeding;

34.2 The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator;

34.3 The arbitration shall be in English. The Arbitrator shall permit the parties and witnesses to appear by videoconference that we will organise and pay for; and

34.4 We will pay the arbitrator’s fees and expenses unless the arbitrator determines that you should meet some or all of those fees and expenses because your dispute is frivolous or vexatious.

34.5 For use within the US, all disputes shall be governed by US law and resolved through single panel arbitration in Tampa FL in accordance with the rules of the American Arbitration Association.

Privacy Policy

35. For use within the European Union, You are the controller in respect of some data we hold about you and we are the processor, for GDPR purposes. We are the controller in respect of some other data. See our privacy policy for more details. These terms and our Privacy are the contract between us that governs our processing of that data. It is your sole responsibility to determine that the services meet the needs of you, your business or otherwise and are suitable for the purposes for which they are used.

Contacting each other

36. You can contact us by sending an email to helpdesk@securedsigning.com. If we need to contact you or provide you with notice, we will email you at the email address you have recorded in your account details and such notices will be valid and deemed to be received by you whether or not you are using that address. We may also send notices via any chat facility or internal messaging system we may provide.

Entire agreement

37. These terms, our privacy policy, the terms of any Pricing Plan, and any other terms and policies expressly referenced in these terms, together constitute the entire agreement between us relating to your use of our services. From the date they come into force, in respect of any use of any of our services after that, they supersede and replace any prior agreement, arrangement or understanding between you and us regarding the use of our services. No agreement, arrangement or understanding alleged to be made between us, or representation alleged to be made, by us or on our behalf, to you, if inconsistent with these terms, shall be valid unless agreed to in writing by and executive officer of Secured Signing.

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