Welcome to eSigns (the "Platform"), operated by eSigns ("we", "us", "our"), with its registered office at 200 Motor Pkwy, Hauppauge, NY 11788, United States. These Terms & Conditions ("Terms") govern your access to and use of our website, applications, APIs, and related services, including electronic signature, contract lifecycle management (CLM), and workflow automation features (together, the "Services").
By creating an account or accessing or using the Services, you agree to be bound by these Terms. If you use the Services on behalf of an organization, you confirm that you have the authority to accept these Terms and bind that organization. In such cases, “you” and “your” refer to both you and the organization you represent.
1. Definitions
- Customer: The individual or entity that subscribes to the Services.
- User: Anyone authorized by the Customer to use the Services.
- Signer: Any person who receives a document through the Services to review or sign.
- Customer Content: Documents, templates, data, and other materials uploaded, created, or transmitted through the Services by or for the Customer.
- Audit Trail: The record of events for a document, such as views, signatures, timestamps, IP addresses, and device details.
- Order Form: The plan, pricing page, or agreement that sets out subscription terms.
2. Eligibility and Accounts
- You must be at least 18 years old and legally capable of entering into contracts.
- You must provide accurate registration information and keep it up to date.
- You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at support@esigns.io if you suspect unauthorized access.
- Administrators manage user permissions, including removing access when someone leaves the organization.
3. The Services
eSigns provides tools to:
- Prepare, send, sign, and store documents electronically.
- Create, negotiate, track, and manage contracts across their lifecycle (CLM).
- Build automated workflows for approvals, reminders, routing, and integrations.
We may add, modify, or discontinue features from time to time. If we make a material change that reduces core functionality for paid plans, we will give reasonable notice.
4. Electronic Signatures and Legal Effect
- Consent to electronic dealings. By using the Services, users and signers agree to conduct transactions and receive disclosures electronically.
- Legal frameworks. Electronic signatures created through the Services are designed to comply with applicable laws, including the U.S. ESIGN Act and UETA and, in India, the Information Technology Act, 2000 and applicable electronic signature rules. Where available, Aadhaar eSign and Digital Signature Certificates are provided through authorized third-party providers and are subject to their applicable terms and requirements.
- Signature types. Different signature methods carry different levels of legal assurance depending on jurisdiction. You are responsible for choosing the method appropriate to your document and transaction.
- Excluded documents. Certain documents may not be legally executable by electronic means in some jurisdictions, including wills and testamentary documents, specific types of trusts, powers of attorney, negotiable instruments, and real estate or property documents in India, as well as family law, court, and statutory notice documents in the United States. You are responsible for determining whether a document may be signed electronically.
- Stamp duty and notarization. Where stamp duty, notarization, witnessing, or registration is legally required, you are responsible for meeting those requirements, including through any optional features we provide.
- No legal advice. eSigns is a technology provider. We do not provide legal advice, and use of the Services does not create an attorney-client relationship. We do not review the content, enforceability, or legality of any document.
- Audit Trail. We generate an Audit Trail and a completion certificate for signed documents. You agree that we may collect and record the information needed for this purpose.
5. Customer Responsibilities
You agree that you will:
- Use the Services only for lawful purposes and in compliance with applicable laws, including laws relating to contracts, data protection, and electronic communications.
- Obtain all required consents and provide all required notices before sending documents to Signers or processing their personal data.
- Verify each Signer’s identity at a level appropriate for your transactions. Unless you use an identity verification feature provided through the Services, eSigns does not independently verify or guarantee the identity of any Signer.
- Keep accurate records and retain copies of executed documents as required by applicable law.
- Do not upload unlawful, infringing, defamatory, or malicious content.
6. Acceptable Use
You must not:
- Use the Services for fraud, forgery, impersonation, or to sign documents without authority.
- Attempt to gain unauthorized access to the Services, other accounts, or our systems.
- Introduce viruses, malware, or harmful code.
- Reverse engineer, decompile, or scrape the Services, except as allowed by law.
- Interfere with the performance or integrity of the Services, including through excessive automated requests beyond documented API limits.
- Resell or sublicense the Services without our written consent.
- Send unsolicited bulk messages through the Services.
We may suspend or restrict accounts that violate this section.
7. Customer Content and Data
- Ownership. You retain all rights to Customer Content. We claim no ownership over it.
- License to us. You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Content solely to provide, secure, and support the Services.
- Data protection. Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf, our [Data Processing Agreement] applies and forms part of these Terms.
- AI features. If you use AI-assisted features (such as clause extraction or summaries), outputs may contain errors and must be reviewed by you before reliance. We do not use Customer Content to train general-purpose AI models without your explicit consent.
- Retention and deletion. We retain customer content while your account is active. After termination, you may export your data for [30] days, after which we may delete it, subject to legal retention obligations and backup cycles.
- Data location. Customer content is hosted in [cloud servers]. Where cross-border transfers occur, we apply safeguards required by applicable law.
8. Security
We maintain administrative, technical, and physical safeguards designed to protect Customer Content, as described in our Security and Compliance page. No system is completely secure, and we cannot guarantee absolute security. We will notify affected customers of a personal data breach as required by applicable law.
9. Subscriptions, Fees, and Payment
- Fees. Fees are set out in your Order Form or on our pricing page and are exclusive of taxes (GST, sales tax, VAT, or similar) unless stated otherwise.
- Billing. Subscriptions renew automatically for the same term unless cancelled before the renewal date.
- Late payment. We may suspend or restrict access to the Services if amounts remain unpaid after their due date, subject to any applicable notice and cure period.
- Usage limits. Plans may include limits on envelopes, users, storage, or API calls. Exceeding them may require a plan upgrade or additional fees.
- Refunds. Except where required by law or stated in your Order Form, fees are non-refundable.
- Pricing changes. Any price changes will be communicated to you before they apply to a subsequent renewal.
10. Service Availability and Support
We aim to keep the Services available at all times but do not guarantee uninterrupted access. Planned maintenance and events beyond our reasonable control may cause downtime. Uptime commitments and support levels, if any, are described in our Service Level Agreement or your Order Form.
11. Third-Party Services and Integrations
The Services may connect with third-party tools (for example, CRM, cloud storage, payment, identity verification, or e-stamping providers). Those services are governed by their own terms, and we are not responsible for their availability, performance, or content.
12. Intellectual Property
The Services, including software, design, trademarks, and documentation, are owned by eSigns or its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services during your subscription. Feedback you provide may be used by us without obligation.
13. Confidentiality
Each party will protect the other's confidential information with reasonable care and use it only for these Terms, except where disclosure is required by law.
14. Disclaimers
To the maximum extent permitted by law, the Services are provided "as is" and "as available." We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be error-free, that any document will be enforceable in any jurisdiction, or that any electronic signature will be accepted by any court, authority, or counterparty.
15. Limitation of Liability
To the maximum extent permitted by applicable law:
- eSigns and its directors, employees, agents, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, or data arising out of or related to your use of the Services, even if advised of the possibility of such damages.
- eSigns’ total aggregate liability arising out of or related to these Terms or the Services, regardless of the form of action or claim, will not exceed the total fees you paid to eSigns for the Services during the twelve (12) months preceding the event giving rise to the claim.
- The exclusions and limitations above do not apply to liabilities that cannot be excluded or limited under applicable law, including liability arising from fraud or willful misconduct.
- Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. To the extent such laws apply, the exclusions and limitations in this section will apply only to the maximum extent permitted by applicable law.
16. Indemnification
You agree to indemnify and hold harmless eSigns from claims, damages, and expenses (including reasonable legal fees) arising from your Customer Content, your breach of these Terms, or your violation of applicable law or third-party rights.
17. Term, Suspension, and Termination
- These Terms apply until terminated by either party.
- You may cancel your subscription at any time through your account settings or by written notice, effective at the end of the current billing period.
- We may suspend or terminate access for material breach, non-payment, legal requirement, or security risk, with notice where practicable.
- On termination, your right to use the Services ends. Sections that by nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will continue.
18. Governing Law and Dispute Resolution
- Customers contracting with the Indian entity: These Terms are governed by the laws of India. Disputes will first be resolved through good-faith negotiation and, failing that, by arbitration under the Arbitration and Conciliation Act, 1996, seated in [City], India, with the courts at [City] having exclusive jurisdiction over related matters.
- Customers contracting with the US entity: These Terms are governed by the laws of the State of [State], USA, without regard to conflict-of-law rules. Disputes will be resolved in [arbitration under AAA/JAMS rules / the courts of [County, State]].
- Nothing prevents either party from seeking urgent injunctive relief to protect intellectual property or confidential information.
19. Changes to These Terms
We may update these Terms from time to time. We will post the updated version with a new "Last updated" date. Continued use after the effective date means you accept the changes.
20. General
- Entire agreement: These Terms, together with the Privacy Policy, DPA, and any Order Form, form the whole agreement.
- Severability: If any provision is unenforceable, the rest remains in effect.
- No waiver: Failure to enforce a right is not a waiver of it.
- Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
- Force majeure: Neither party is liable for delays caused by events beyond reasonable control.
- Notices: We may send notices to your registered email or through the Platform. Legal notices to us go to support@esigns.io.
