TERMS OF SERVICE

 

  1. Definitions

Signority INC (“Signority”) provides innovative and secure web applications for individuals and business aspiring to become leaders in their industry. Signority is a Software as a Service (SaaS) application developed by Signority (“the Application”). This Application provides the ability to generate online electronic signatures and other pdf document modifications that allow for optimal, safe and secure document management. Our goal is to save you time and money while helping develop more sustainable practices. Reliability, Privacy and Security are central to offering you the best product in E-Signing technology. A more complete description of how our Application accomplishes these tasks can be found on our website, http://www.signority.com (“the Website”). Your use of the Application is subject to the following terms and conditions of the Customer Agreement (“the Agreement”).

  1. Reliability

Signority is a medium to sign and edit any document quickly and efficiently. The Application will allow you to efficiently sign and edit any document, even your most important ones. By signing with the Application, you consent to the reliability and legal effect of the electronic document in accordance with your jurisdictional laws and regulations, just as you would by signing any paper document.

  1. Privacy

  • Contact Information

By signing this agreement, you consent to Signority collecting, using and disclosing your personal information for the purposes and in the manner described herein. Signority makes it a top priority to protect the privacy of your information. Signority will take all reasonable precautions to protect your information with the appropriate security safeguards appropriate to the sensitivity of your information. If you have any concerns regarding the privacy of your personal information or the use of the Application, please contact secure@signority.com with your queries and Signority will use reasonable commercial efforts to address these concerns.

  • Collection of Personal Information

In signing up to use the Application, you may have to provide personal information to Signority. Personal information provided will be used to identify you for billing purposes and for use of the Application only. You may access your personal information at any time and make appropriate changes, if necessary, provided you continue to respect the terms herein.

  • Use and Disclosure of Personal Information

Signority will not sell, trade or rent your personal information to any third party unless we have your consent. Personal information will be used and/or disclosed only to (a) manage and develop our business and operations; (b) understand and meet your needs and preferences; and (c) meet legal and regulatory requirements.

Signority reserves the right to use and/or disclose mass data, so long as it is not linked to you as an individual.
Unless we are required by law, any party to whom we transfer any of your personal information will be held to respect our privacy policy. All reasonable commercial efforts will be made to assure the safe handling of your personal information, but Signority will not be liable if any third party fails to do so.

Should your information be handled outside of Canada by a third party dealing with Signority in managing the Application or in any other necessary action, that country’s courts, governments or law enforcement agencies could obtain disclosure of such information under that country’s laws.

  • Withdrawal of Consent

You may withdraw your consent at any time to prohibit Signority from using or disclosing your personal information. Except as required by law or where contractually obligated to do so, Signority will cease to use or disclose your information in the manner you refuse or to which you later withdraw your consent. You will understand that any such refusal may affect the way we obtain billing information or otherwise and that this may affect or deny you use of the Application.

  1. Security

Signority prides itself on maintaining the utmost security, reliability and availability of its services and of the use of the Application. Our servers are housed in state-of-the-art data centres that work to the American Institute of CPAs SSAE16 standard. These data centres are hosted in Canada and consistently listed amongst the most reliable and most popular web hosting companies in both the United States and Canada.

Signority employs commercially reasonable precautions to maintain the security of the system, including the use of industry standard encryption methods to prevent unauthorized access to customer documents and account information stored on our servers. The Application also protects information using the HTTPS security protocol during transmission to your web browser. Signority assures all customers that all third-party services integrated into the services provided by the Application will be held to our exacting standards in security, reliability and availability. However, you are hereby made aware, and accept that, Signority cannot protect any information after it has left the Application.

  1. Storing Your Files on the Application

By using the Application and storing your documents on the Application, you are directing us to store your documents on your behalf. You are solely responsible for the content of your documents and your use of the Application to store and retrieve your documents.

We may change the Application, or any part of it, or end the Application, or any part of it, either temporarily or permanently, at any time, while respecting our account termination clause at point 6(vii). We will not be liable for any damage or loss (including any loss of data or profits) or any other consequences that you may incur as a result of any restrictions on your use of the Application or your inability to access and use the Application.

You are responsible for any internet access charges or mobile data fees and other third-party charges you may incur (for example, fees that may be charged by your internet service provider or wireless carrier) in connection with your use of the Application, your access to your documents using the Application and transfer of your documents to and from the Application.

  1. Your Representations and Obligations

  • Amendment

This agreement may be amended by Signority from time to time either by (a) displaying the amended version on the company website; or (b) providing you with the amended Agreement by sending it directly to the email account that you provide to Signority. You have an obligation to take note of all amendments to this agreement. Use of the Application following an amendment shall constitute acceptance of the amended Agreement.

  • Proper Use

You agree to comply with the terms and conditions of this Agreement and with all applicable municipal, provincial, federal and international laws and regulations and all Internet regulations, policies and procedures, including all export and other laws regarding the transmission of technical data exported from any country through the Application. You agree that you will not use the Application for illegal purposes, to disrupt the Application, or to distribute content that violates the privacy, intellectual property or other proprietary rights of any third party, or for purposes that Signority reasonably determines to be unlawful, obscene, defamatory, harassing, fraudulent, abusive, threatening, harmful, vulgar, or otherwise objectionable. You are wholly responsible for the contents of your transactions through the Application.

Your use of the Application is subject to Signority’s “Fair Dealings” policy as provided for in this Agreement at point 8(i).

III. Age

You represent and warrant that you are at least 18 years of age (or, as applicable, the age of majority in the province or state in which you reside), and that you possess the legal right and ability to enter into this Agreement.

  • Account Registration

The Application requires you to register for a password-protected account. You represent and warrant that all of the information you provide to Signority is true, accurate and complete, and that you have the legal right to use the e-mail address(es) you provide. You agree to keep your information current by updating your account information. You agree to maintain the confidentiality of your password and account. You are responsible for all activities that occur under your account. If your account remains inactive for more than three months, Signority reserves the right to close your account.

  • Payment Obligations

In the event that you select to purchase one of the paid account options that Signority makes available (a “Paid Account”), you agree to pay for using such Paid Account according to the Service Plan you select. Payment of your Signority account balance is according to the terms of your Service Plan and term you have subscribed to and, unless you have an enterprise account that has been pre-qualified by Signority, must be made by the credit or debit card you designate. Free Accounts are free of charge.

A credit will be awarded for the amount paid for any transaction if you are not satisfied with the Application for that transaction, provided such credit is requested within thirty (30) days of the transaction. No other refunds are provided. Pre-paid amounts may, if so quoted to you, expire if not entirely spent within the specified time period.

  • Account Cancellation

If your account is paid-in-full, you may cancel your account and terminate this Agreement at any time. Signority recommends printing or copying any important documents associated with the account because you will lose access to documents, messages and/or other content contained in your account after cancellation. (Note: You should already have a copy of all your signed agreements as Signority will make reasonable efforts to ensure automatic e-mails of copies of all agreements signed through the Application are delivered to you at the time of execution).

Signority reserves the right to retain your data for up to 90 days after your account cancellation or termination, as per our normal back-up procedures, at the end of which 90 period all of your data will be completely purged from our systems.

Signority reserves the right to recuperate any fees, chargebacks, and/or reversals. In the event that a chargeback or reversal of charges arises without you first following the above cancellation procedures, the Subscriber will be responsible for a $50.00 billing service fee. Any overdue payments or outstanding balances under this Agreement will be subject to a 15% annual interest rate, calculated monthly.

  • Account Termination

Signority may suspend or terminate your account following any violation of any of the terms stated herein or as otherwise provided by the Agreement. Signority reserves the right to change the Service Plan, or any part of it, or end the Service Plan, or any part of it, either temporarily or permanently, at any time, with or without prior notice to you. We will not be liable for any damage or loss (including any loss of data or profits) or any other consequences that you may incur as a result of any restrictions on your use of the Application or your inability to access and use the Service.

Prior to terminating an account, Signority may issue a warning notice outlining the default, violation or breach of the terms and conditions in the Agreement. Upon receipt of a warning notice, you will have 90 days upon which you must make the necessary changes in order to be in compliance with the Agreement or other conditions that Signority should reasonably see fit to impose. If at the end of this 90 day period Signority determines that the account is still in violation of the Agreement, your account will be suspended for a period of 30 days during which you may make a request, in writing to our physical address, or by email to Signority, to obtain any and all documents saved in your account. At the end of this 30 day suspension period, your account shall be terminated and your documents will be deleted from our servers. Signority reserves the right to bypass any or all of these steps leading to the termination of your account if Signority determines the violation of the Agreement to be particularly abusive. In making this determination, Signority will take into consideration the account history as well as the degree, the type and the effect of any violation.

  • Your Right to Dispute Charges

Unless otherwise provided by law, you agree to notify us of any dispute regarding your bill or charges to your account within 60 days after the date you first receive the disputed bill or charge. If you do not notify us of your dispute in writing within this time period, you may not pursue a claim in arbitration or in court. Unless otherwise provided by law, you must pay disputed charges until the dispute is resolved. If you accept a credit, refund or other compensation or benefit to resolve a disputed bill or charge, you agree that the issue is fully and finally resolved.

  • Communication

You agree that the official time for all transactions using the Application will be the timestamps recorded by the Application’s servers. You also agree that all electronic communications or notices sent to the e-mail address you provide to Signority, placed in your account, or posted on the Web Site will be considered “in writing” and received within five (5) business days of its dissemination. Signority disclaims all responsibility for failures in communication caused by failures of third parties to properly process or deliver Signority’s electronic communications.

  1. Signority’s Rights and Disclaimers

  • Relationship to Documents

Unless Signority is named as a direct party, Signority’s relationship to all documents and transactions completed using the Application is that of a trusted, disinterested third party. Accordingly, Signority disclaims any representations of any kind regarding the documents or transactions that pass through the Application. You are responsible for recognizing the parties of interest in all transactions you complete using the Application and assessing all associated risks.

You are further responsible for having knowledge of your jurisdictional anti-spam laws. In some jurisdictions, consent is required before sending email or electronic transactions to email accounts. Signority will not send electronic transactions to your email account without first having obtained your explicit or implied consent. Your consent is implied by use of the Application and by signing this Agreement. However, use of the Application may require Signority to send an email or electronic transactions to third parties on your behalf. When this occurs, you are responsible for these transactions and you confirm, as mentioned in the paragraph above, that Signority remains a disinterested third party to your email or electronic transaction completed using the Application.

  • Maintenance

The Application will occasionally be unavailable during system maintenance and upgrades. Signority scheduled maintenance will usually take place on Saturdays between 10:00 PM to midnight PST. Signority will make commercially reasonable efforts to ensure that the Application will be available. However, Signority disclaims all responsibility for any interruptions or problems with the Application caused by external forces, such as, but not limited to a force majeure or act of war, affecting the reliability of the Internet or computer systems.

  • Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIGNORITY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, GENERAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH OCCURRENCES SIGNORITY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), AND INCLUDING DAMAGES RESULTING FROM: (i) ANY DOCUMENT OR TRANSACTION SENT THROUGH THE APPLICATION WHERE SIGNORITY WAS NOT A DIRECT PARTY; (ii) THE USE OR INABILITY TO USE THE APPLICATION, INCLUDING ERRORS, INTERRUPTIONS OR DELAYS; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DOCUMENTS OR TRANSMISSIONS; OR (iv) ANY OTHER MATTER RELATING TO THE APPLICATION. SIGNORITY’S LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE, A SUM EQUAL TO THE AMOUNT OF FEES (IF ANY) PAID FOR USING THE APPLICATION UNDER THIS AGREEMENT. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ALL CLAIMS MUST BE BROUGHT WITHIN 2 YEARS OF THE DATE THE CLAIM ARISES.

  • Disclaimer of Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK. SIGNORITY PROVIDES THE APPLICATION ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIGNORITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. SIGNORITY DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT (i) THE APPLICATION WILL MEET YOUR REQUIREMENTS; (ii) THE APPLICATION WILL BE UNINTERRUPTED, RELIABLE, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, (iii) ANY ERRORS ON THE SIGNORITY WEB SITE OR APPLICATION WILL BE CORRECTED; AND (iv) THAT DOCUMENTS OR MATERIALS THAT YOU STORE VIA THE APPLICATION WILL REMAIN ACCESSIBLE.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIGNORITY, OR THROUGH OR FROM THE SIGNORITY WEBSITE OR APPLICATION, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
e. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  • Intellectual Property Rights

You acknowledge and agree that Signority owns all rights, title and interest in the Application and the web site, including, without limitation, all intellectual property rights. You acknowledge and agree that the Application and the website contain proprietary and confidential information and trade secrets including, but not limited to text, graphics, logos, images, scripts, software, and icons, that are protected by Canadian and international intellectual property laws and applicable laws. Domestic and foreign patent protection has also been sought on all inventive concepts.

  • Copyright

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Signority with the following information at secure@signority.com, or to our physical address:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the site;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

IMPORTANT NOTE: IN THE EVENT YOU SEND US A NOTICE OF ANY KIND VIA EMAIL, SUCH AS, BUT NOT LIMITING THE GENERALITY OF THE FOREGOING, COPYRIGHT NOTICE OR ACCOUNT CANCELLATION NOTICE, AND DO NOT RECEIVE A RESPONSE FROM US, PLEASE SUBMIT A DUPLICATE COPY VIA PAPER TO OUR PHYSICAL ADDRESS. DUE TO THE VAGARIES OF THE INTERNET, AND EMAIL COMMUNICATION IN PARTICULAR, INCLUDING WITHOUT LIMITATION THE BURDENS OF SPAM AND THE OCCASIONAL, UNINTENDED EFFECTS OF SPAM FILTERS, SENDING AN ALTERNATE FORM OF NOTICE (VIA PAPER), WILL HELP ASSURE THAT YOUR NOTICE WILL BE RECEIVED BY US AND ACTED ON IN A TIMELY MANNER.

  1. Service Plans

  • Fair Dealings Policy

“Fair Dealings” policy states that if for any given thirty 30 day period, your use of server space exceeds the allowed amount of server storage capacity as advertised for your specific Service Plan, you will you be found to be in violation of your policy. If you are found to be in violation of this policy, Signority will issue you a warning. From the time the warning is issued, you will have ninety (90) days to comply with the policy. If after this 90 period you remain in violation of the Agreement or any other conditions imposed by Signority, your account will be suspended for a 30-day period as referred to in the termination policy at point 6(vii). Server space shall be defined as total bytes stored on our servers by you through the use of the Application. Servers other than those owned and/or operated by Signority may be used by you to store documents processed by the Application, in which case the server space used by these external servers shall not be calculated for the purposes of this Fair Dealings Policy.

Any violation of Signority’s Fair Dealings Policy may subject your account to a more limited functionality, or in the case of concerns about abuse, may also subject your account to termination or deactivation, as outlined at point 6(vii) above. Any failure by Signority to enforce this Policy does not constitute a waiver of Signority’s right to enforce past or current violations at any time in the future.

  • Free Accounts

Each customer, including a company, is limited to one (1) Free Signority account. If you or your company desire more than one (1) Free Signority account, then you must, and you agree to, upgrade to a paid Application.

  • Paid Accounts

Each customer, including a company, is limited to one (1) Signority paid account. If you or your company desire more than one (1) Signority account, then you must, and you agree to, upgrade to a paid Enterprise Service Plan.

  • Changing Your Service Plan

Each Customer Service Plan offered by Signority has different features, including storage capacity limits and fees (“Service Plan”). You can change between Service Plans by making the necessary modification to your account by choosing among available Service Plans. You can see the Service Plans currently available on our website.

You agree that any changes to your plan will respect Signority’s fair dealings policy, especially with respect to the amount of server space used by you by use of the Application.

  • The Application: Policies

If you use the e-signature feature of our Application, you are agreeing to conduct business transactions with electronic documents and signatures instead of paper-based documents and signatures. You are under no obligation to transact business electronically. To withdraw your consent to conduct electronic transactions, simply stop using the Application and contact the sending party to explore other options.

You may read and sign each document on a case-by-case basis. Each decision to view or sign a document electronically does not affect the legal effect of any transactions already completed using either electronic or paper-based documents and signatures. You hereby agree to read every document before electronically signing it. You also agree to communicate all issues regarding the content of a document directly with the sending party. Finally, you agree to notify the sending parties and the Application of any change in your e-mail address in order to prevent interruptions to your communications.

You acknowledge and understand that electronic signatures are legally binding in Canada and other countries. You also understand that printed copies or electronic reproductions of electronic documents are not considered legal originals, but rather copies of the original documents signed on Signority. You accept that you will make all reasonable efforts to keep copies of these documents for your records and that you will comply with any legal requirements in your jurisdiction with respect to your documents.

  • E-Signature Application: Requirements

Use of the Application requires a standards-compliant web-browser which supports the HTTPS protocol, HTML, and cookies. Many documents and communications will include PDF and Word attachments requiring additional software not provided by Signority.

Electronic signatures are void where prohibited by law. The Ontario Electronic Commerce Act, 2000, SO 2000, c-17 (“the OECA“) preserves the legal effect, validity, and enforceability of signatures and contracts relating to electronic transactions and electronic signatures used in the formation of certain electronic contracts in Ontario. If signing in any jurisdiction outside of Ontario or documents outside of the applicability of the OECA, you agree that you will seek or have sought proper legal advice concerning any legal requirements or questions surrounding electronic signatures.

  • Legal Document Application: Legal Information Disclaimer

The Application offers documents and other information that may be relevant to the legal needs of our users. However, the legal information available on or through the Application does not constitute legal advice as it does not draw legal conclusions or apply the law to the specific circumstances of each user. If you require legal advice, please consult a licensed lawyer in your area. Your use of the Application cannot replace the advice of a lawyer or create an lawyer-client relationship between you and Signority. Although Signority makes reasonable efforts to ensure the accuracy of the legal information it provides, the law is constantly changing, and Signority cannot guarantee the correctness or completeness of the legal information.

  • API Terms

Customers may access their Signority account and its data via our API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses the Application, is bound by the general Terms of Use of the Agreement plus the following specific terms:
a. You expressly understand and agree that Signority shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Signority has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
b. Abuse or excessively frequent requests to Signority via the API may result in the temporary or permanent suspension of your account’s access to the API. Signority, in its sole discretion, will determine abuse or excessive usage of the API. Signority will make a reasonable attempt via email to warn the account owner prior to suspension, but reserves the right to suspend or terminate immediately if in our best judgment it appears that our servers are being compromised through the use of the API.

Signority reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

  1. General Provisions

  • Entire Agreement

This Agreement constitutes the entire agreement between you and Signority and governs your use of the Application. This Agreement supersedes all prior agreements and understandings between you and Signority, whether written or oral.

  • Indemnification

You agree to hold harmless and indemnify Signority and its subsidiaries, affiliates, officers, agents, directors, managers, employees, and successors from any claims, losses, damages, suits, demands, liabilities, judgments, litigation costs and attorneys’ fees arising from or in any way related to your use of the Application, your breach of any of your obligations under this Agreement, or your violation of any applicable laws or regulations.

  • Severability and Waiver

If a court of competent jurisdiction declares any term or provision in this Agreement invalid or unenforceable, you and Signority nevertheless agree that the court should construe that term or provision consistent with applicable law as nearly as possible to reflect the parties’ original intentions, and that the remaining terms and provisions of the Agreement remain in full force and effect. Failure to exercise or enforce any provision of this Agreement shall not constitute a waiver of any such provision.

  • Choice of Law

This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You and Signority agree to submit to the Provincial jurisdiction of the courts of Ontario and of Canada.