TERMS AND CONDITIONS

Last updated on 10/03/2023

The following Terms and Conditions constitute a legally binding agreement made between the user ("you") and SignFree SRL ("we"), a company incorporated and existing under the laws of Belgium, with registered office at Avenue Louise 209A/7, 1050 Brussels, Belgium, and registered with the Crossroads Bank of Enterprises under number 0799.494.487.

The Terms and Conditions govern access to and use of the https://signfree.io website (the "Site").

You acknowledge that by accessing the Site, you have read, understood, and agreed to be bound by the present Terms and Conditions.

The Site is intended for users who are legally capable of entering into contracts. Without prejudice to the foregoing, the Site is only accessible to users who are minors if they have obtained prior consent of their legal representative or if they perform a legal act that a minor of that age can legally perform independently.

1. OBJECT

We provide a Site whose primary purpose is to allow you to upload, e-sign and download documents freely and unlimitedly without the need to create an account ("Free Plan").

A user who has subscribed to our "Business Plan" will have access to certain additional features through a registered account and in consideration of the fees indicated in Article 7.

Our "API Plan" will enable a group of users to access additional features through registered accounts and in consideration of the fees indicated in Article 7.

2. INTELLECTUAL PROPERTY RIGHTS

The Site and its components (such as source code, databases, software, interfaces or any other content that is made available through the Site, trademarks and logos) are protected under applicable intellectual property rights (including but not limited to copyright, database rights, trademarks or trade names) of which we are the sole holder or for which we have contracted the required licences.

You acquire no intellectual property rights to the Site or its components under these Terms and Conditions. Your suggestions or requests, which we may have taken into account, will not produce any intellectual property right for you.

You shall refrain from any reverse engineering, de-compilation or any other attempt to discover, reconstruct or built the Site or its components. Any such act and, more generally, any act of reproduction, distribution, communication to the public or exploitation without our prior consent in writing shall be considered an infringement of our intellectual property rights and we are entitled to enforce our intellectual property rights by all legal means, notwithstanding the present Terms and Conditions.

3. USE OF THE SITE – RESTRICTIONS

You shall access and use the Site in accordance with these Terms and Conditions.

As a user of the Site, you agree not to:

circumvent disable or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or the content contained therein.
disparage, tarnish, or otherwise harm in our opinion, us and/or the Site.
use any information obtained from the Site in order to harass, abuse, or harm another person.
make improper use of our support services.
use the Site in a manner inconsistent with any applicable laws or regulations.
engage in unauthorized framing of or linking to the Site.
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
delete the copyright or other proprietary rights notice from any content.
impersonate (or attempt to impersonate) another person.
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs"), 1*1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms' or "pcms").
interfere with, disrupt or create an undue burden on the Site or the networks or services connected to the Site.
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any part of the Site to you.
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any part of the Site.
copy or adapt the Site's software.
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
use the Site as part of any effort to compete with us.

To access the additional features offered by the "Business Plan", you must be a registered user. The registered user will be the only one authorised to access and use these features (the "Authorised User"). As regards the "Business Plan", the customer who has subscribed to it is solely responsible for designating and managing (adding and deleting) the Authorised Users.

The Authorised Users' access to the Site is strictly personal and may not be shared with third parties. Authorised users ensure that they shall keep a secure password. This password may not be shared with a third party under any circumstances.

The customer who has subscribed to the "API Plan" ensures that its Authorised Users shall use the Site in accordance with these Terms and Conditions and shall notify us in case of any breach of it. The customer shall be liable for any breach by an Authorised User.

4. CONFIDENTIALITY

Confidential Information means any technical, commercial or business information and data which (i) are not, as a body or in the precise configuration and assembly of its components, generally known or readily accessible to the public, (ii) can be communicated in any form or way (orally, visually or in writing, in tangible or intangible form) and (iii) are explicitly marked as confidential or which can reasonably be understood to be confidential.

Either Party may disclose (the "Discloser") Confidential Information to the other (the "Recipient").

The Confidential Information belonging to us shall include in particular (without limitation): source code.

The Confidential Information belonging to you shall include in particular (without limitation): any data uploaded by you on the Site or submitted to us in the framework of these Terms and Conditions ("Customer Data").

The Recipient undertakes:

not to, without the written consent of the Discloser, use any Confidential Information for purposes other than the performance of these Terms and Conditions.
not to disclose all or part of the Confidential Information to any third party and to restrict access to such Confidential Information exclusively to its employees, directors or representatives (the "Representatives") who at their discretion have a strict need to know in connection with the performance of the Terms and Conditions and who have been properly notified of the confidential nature of such Confidential Information.

5. DATA PROTECTION

We will process your personal data in accordance with our Privacy Policy, which forms an integral part of these Terms and Conditions. By using the Site, you consent to the processing of your personal data as described in our Privacy Policy.

6. FEES AND PAYMENT

Access to the "Free Plan" is free of charge.

The fees for the "Business Plan" and "API Plan" are indicated on the Site and may be subject to change. We will notify you of any changes to the fees with reasonable advance notice.

All fees are payable in advance. Payment shall be made by credit card or other payment methods accepted by us.

If payment is not received by the due date, we reserve the right to suspend or terminate your access to the Site.

All fees are non-refundable, except as required by applicable law.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Site; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; (c) any interruption or cessation of transmission to or from the Site; (d) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Site by any third party; and/or (e) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Site, whether based on warranty, contract, tort, or any other legal theory, and whether or not we are advised of the possibility of such damages.

In any case, our global, cumulative liability shall be limited to an amount equal to (i) five (5) EUR if you are a "Free Plan" user or (ii) the fees you would have paid under this Terms and Conditions during the period of three (3) months preceding the event giving rise to the liability claim.

We will not be liable with respect to any subject matter of these Terms and Conditions related thereto:

for error or interruption of use or for loss or inaccuracy or corruption of data or loss of business or profits;
for any bugs, viruses, Trojan horses or the like (regardless of the source of origination); or
for any matter beyond our reasonable control.

You agree to indemnify us and hold harmless against any damages, losses, liabilities, settlements and expenses (including costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the Terms and Conditions or otherwise from your use of the Site.

8. WARRANTY AND DISCLAIMER

You warrant to us that:

you have the legal rights and authority to enter and perform your obligations under these Terms and Conditions;
you will use the Site strictly in compliance with any laws and the conditions set forth in these Terms and Conditions;
you will comply with the legal obligations under the applicable data protection legislation.

Subject to the provisions of these Terms and Conditions (in particular Article 9 'Limitation of liability'), we warrant to you that:

we have the legal rights and authority to enter into and perform our obligations under these Terms and Conditions;
we will perform our obligations under these Terms and Conditions with reasonable care and skill;
we will comply with the legal obligations under the applicable data protection legislation;
we will not voluntarily, intentionally or knowingly breach third parties intellectual property rights.

You acknowledge that:

the Site will be provided without any warranty of any kind, either expressed or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose;
the Site is never wholly free from defects, errors and bugs and we give no warranty concerning the Site to this effect;
the Site is never entirely free from security vulnerabilities (such as hacking or data breach) and, subject to the other provisions of the Terms and Conditions, we give no warranty or representation that the Site will be entirely secure. We will however use our best effort to provide a Site that meets the reasonable standards in the sector.

9. TERM AND TERMINATION

These Terms of Conditions shall remain in full force and effect while you use the Site and until your subscription plan is terminated.

You may terminate your subscription plan at any time. However, as provided in Article 7, no refund will be provided. If you terminate your subscription plan before an upcoming renewal day, you will have access to your subscription plan through the end of the then-current month.

Either party may terminate the subscription plan, without prior court order, if the other party materially breaches any of the provisions of these Terms and Conditions and if the other party fails to resolve the breaches within thirty (30) days' written notice.

Material breaches shall include:

infringement of our intellectual property rights (Article 2);
repeated violation by you (or Authorised users) of the obligations relating to the access to and use of the Site (Article 3);
no payment of outstanding amounts within 30 days following written notice (Article 7); or
infringement of the warranties (Article 10).

Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny or suspend access to and use of the Site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any warranty contained in these Terms and Conditions or if any amounts due to be paid by you to us are overdue.

In the case of termination for material breach or suspension, the rights granted to you hereunder shall be terminate or suspended immediately. However, you remain fully obligated to pay the fees and you are not entitled to claim any refunds or damages based on such termination or suspension.

In addition, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

All provisions of these Terms and Conditions which by their nature should survive termination will survive termination in full force and effect, including, without limitation, accrued rights to payment, intellectual property (Article 2), warranty and disclaimers (Article 10), and limitations of liability (Article 9).

10. MISCELLANEOUS

No waiver. No breach of any provision of the Terms and Conditions will be waived, except with the express written consent of the party not in breach.

Severability. If any provision of these Terms and Conditions is found to be unenforceable, illegal or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.

Entire Agreement. These Terms and Conditions are the complete and exclusive statement of the mutual understanding of the parties. They supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions. All waivers and modifications of any rights, powers or remedies must be in writing signed by both parties, except as otherwise provided herein, which in any case cannot be a consequence of any failure or delay by any party in exercising any right, power or remedy under these Terms and Conditions.

No partnership. Our relationship with you is that of an independent provider. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party will be entitled to recover costs and attorneys' fees. Either party is not authorized to make any representation, contract or commitment on behalf of the other party.

11. APPLICABLE LAW AND JURISDICTION

These Terms and Conditions are governed by and construed in accordance to the laws of Belgium, excluding its conflict of laws provisions.

The parties shall make their best efforts to find, in good faith, an amicable solution to any dispute arising out or in connection with these Terms and Conditions.

You may send your complaints to the following address:

SignFree SRL
Avenue Louise 209A/7, Brussels 1050, Belgium
Phone: (+32)2 894 06 57
E-mail: info@signfree.io

Should they fail to reach an agreement, the parties will first consider to settle the dispute under an extra-judicial mediation procedure or under the CEPANI rules of Arbitration, the mediation shall be conducted in French, the place of the mediation shall be Brussels, Belgian Law will apply.

If the mediation fails to result in an agreement, the dispute shall be submitted to the exclusive jurisdiction of the French-speaking courts of Brussels (Belgium).