Terms of Use

The Basics

1. This Agreement contains the entire understanding of Syncfusion and Customer and supersedes all prior written or oral communications between the parties with respect to the subject matter hereof. This Agreement does not operate as an acceptance of any conflicting terms and conditions and shall prevail over any conflicting provisions set forth in any Customer purchase order or any other instruments. Syncfusion reserves the right, at its sole discretion, to modify, discontinue or terminate BoldSign or to modify this Agreement for any future versions at any time. Syncfusion may update this Terms of Use from time to time. By continuing to access or use BoldSign, You agree to be bound by such modified Terms. Each Terms of Use will reflect a “last updated” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF REVISIONS. IF YOU CONTINUE TO USE THE LICENSED PRODUCT AFTER SUCH REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

2. Ability to Accept This Agreement. If You are agreeing to this Agreement either on behalf of Yourself or a company or other legal entity, You represent that You have the authority to bind such entity. You must also be at least eighteen (18) years old to agree to these Terms. If You do not have such authority, are not at least eighteen, or if You do not agree with these Terms, You may not use the Services. If You or your organization are subject to the GDPR, You also accept our Data Processing Agreement. Syncfusion reserves the right to request proof of age at any stage so that we can verify compliance with this paragraph. In the event that it comes to our knowledge that a person breaches this paragraph, we may prohibit and block such user from accessing and/or using the Services. You may not access and use the Licensed Product if You are a competitor of Syncfusion or BoldSign.

Definitions

BoldSign Fee, Prices, and Payment

3.1 The License Fee is due and payable by Customer upon receipt of Syncfusion’s invoice. All payments under this Agreement shall be made in United States dollars, and if not paid in accordance with the Payment Terms below of when due will be subject to interest at the rate of eighteen percent (18%) annually, or the maximum amount allowed by applicable law if lower, calculated from the date when payment was due until payment is made. In addition, Customer agrees to pay Syncfusion’s cost of collecting any past-due amounts under this Agreement, including but not limited to reasonable attorneys’ fees.

3.2 Payment Terms. The payments made to Syncfusion shall be made on a recurring basis and shall be charged in accordance with Your Pricing Plan.

3.3 Syncfusion may use third party payment processing providers. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle are based on the prevailing rate on the first date of such cycle according to BoldSign selected. You expressly agree to recurring payments. You accept responsibility and understand that you will be automatically charged unless you cancel your order or the license is terminated.

3.4 All fees stated are non-refundable, and are exclusive of all taxes, levies, or duties, which are Your responsibility.

3.5 In the event of a failure of a chosen payment method, Syncfusion will notify Customer in writing in accordance with the Notice Section of this Agreement. Customer shall have ten (10) days from the date notice is provided to remedy any such issue. If payment is not received before this period passes, your Subscription will be cancelled without further notice.

3.6 Payment Processing. You agree to promptly notify us of any changes to Your billing information. In case You pay with a credit card, You hereby authorize us to charge Your credit card on a recurring basis for all applicable fees.

Electronic Delivery

All Software and Documentation shall be delivered by electronic means. Software shall be deemed delivered when it is made available for download (“Delivery”).

License Grant.

5.1 Syncfusion hereby grants to Customer a limited, non-exclusive, non-transferable license to use Licensed Product in accordance with the terms and conditions specified in this Agreement, solely for the purpose of managing and sending documents through the BoldSign’s WebApp and/or for Customer with a eSignature API Pricing Plan to embed the Licensed Product in Customer Application(s) per the terms of Customer’s specific Pricing Plan. For the avoidance of doubt, Customer agrees that the Licensed Product is licensed and not sold. All use of the Licensed Product by Customer shall be made solely in accordance with the Documentation and the terms and conditions herein. Furthermore, Customer receives no rights to the Licensed Product other than those specifically granted herein. Customer must have active licenses for all Users. Should Customer Distribute any Customer Applications with the Licensed Product embedded, such Distribution will be to Non-Programmatic End Users only.

5.2 The parties hereto also expressly agree as follows that during the Term of this Agreement, and only during the Term of the Agreement Customer may create accounts for its Users in accordance with the terms of Customer’s pricing plan. Customer cannot create accounts for Recipients.

5.3 Use and Access Rights. Subject to this Terms of Use and continuous payment of the License Fee, each of Customer’s Users can use the BoldSign service to e-sign documents and send documents for signature. Customer is fully responsible for the data Customer and its Users send. Customer is responsible for ensuring Users are competent professionals who understand the security risks associated with both sending data and using the Licensed Product.

5.4 Customer acknowledges that any breach of this Section shall constitute a material breach of this Agreement and will result in an immediate termination of the license granted hereunder.

5.5 Syncfusion reserves all rights to BoldSign not specifically granted herein.

Customers with eSignature API Plans.

1. Customers with eSignature API Plans may embed BoldSign into Customer Applications, only so long as Customer is under an active subscription term for such eSignature API Plan.

2. Customer may distribute such Customer Application(s) on a rental or subscription basis for the Term of the Agreement to Non-Programmatic End Users only.

3. Only Customer’s Application(s) can link to, access, or compile any portion of BoldSign. Should a third party desire Programmatic Access and/or Distribution Rights to any of Customer’s Applications containing, linking to, compiled against, or otherwise calling to or relying on BoldSign, such third party will be required to contact Syncfusion to obtain appropriate licensing.

Improvements. In the event that the Customer modifies, improves or creates derivative works of or from BoldSign or any part thereof (collectively, “Improvements”), Syncfusion shall immediately and irrevocably own all right, title and interest, including any and all Intellectual Property Rights, in and to such Improvements and the Customer hereby assigns any rights (including any Intellectual Property Rights) in such Improvements to Syncfusion and agrees to secure any additional confirmations, assignments or other instruments or documents as may be necessary to vest title to any such Improvements in Syncfusion as contemplated by this Section. No amount shall be payable by Syncfusion to the Customer for the assignment of any rights in Improvements.

Restrictions

Customer agrees:

1. Certain documents cannot be signed with esignatures. We recommend you review your type of documents and your jurisdiction to ensure you are in compliance with local laws. As an example, wills cannot be signed with esignatures in many jurisdictions.

2. Customer must ensure that each individual who sends anything through BoldSign is a User as defined herein.

3. Customer shall only allow named Users to use the License.

4. Customer cannot distribute BoldSign in stand-alone form.

5. Customers with access to eSignature API must ensure no one outside of Customer’s organization has Programmatic Access.

6. All such Programmatic Access must be strictly in accordance with the terms and conditions of Customer’s Pricing Plan.

7. Customer, or any one acting on behalf of Customer, may not use the Licensed Product, including as embedded in Customer’s Applications, for the purpose of training or improving machine learning algorithms, including but not limited to, artificial intelligence (AI), natural language processing, or data mining. This condition applies to any derivatives, modifications, or updates based on the software code. Any usage of the Licensed Product in an AI-training dataset is considered a Material Breach of this License. Additionally, Customer may not include the Licensed Product in any dataset used for training or improving machine learning algorithms, including but not limited to, artificial intelligence, natural language processing, or data mining. Should Customer distribute Customer Applications with the Licensed Product embedded, Customer shall ensure no third party can use the Licensed Product in such a manner.

8. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, will not reverse engineer BoldSign or any piece of technology or product that is incorporated into or links to BoldSign.

9. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer may not circumvent, disable, or otherwise interfere with security-related features of BoldSign.

10. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, may not manipulate the security features, decompile or disassemble, decrypt, or attempt to derive the source code of BoldSign, or any components thereof.

11. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer may not modify, translate, patch, improve, alter, change, or create any derivative works of BoldSign, or any part thereof.

12. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, may not use robots, spiders, scrapers, or other automated means other than the Syncfusion provided API to access or monitor BoldSign for any purpose.

13. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, may not take any action that imposes or may impose (at Syncfusion’s sole discretion) an unreasonable or disproportionately large load on the Syncfusion infrastructure or infrastructure which supports BoldSign.

14. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, may not interfere or attempt to interfere with the integrity or proper working of BoldSign or any related activities. Customer warrants Customer and/or anyone acting on behalf of Customer will not:

1. Breach or otherwise circumvent any security or authentication measures; and/or

2. Access, tamper with, or use non-public areas or parts of BoldSign, or shared areas of BoldSign you have not been invited to;

3. Interfere with or disrupt any User, host, or network, for example by sending a virus to, overloading, flooding, spamming, or mail-bombing any part of BoldSign;

4. Access, search, or create accounts for BoldSign by any means other than our publicly supported interfaces (for example, by “scraping” or creating accounts in bulk).

5. Send unsolicited communications, promotions, advertisements, or spam.

6. Send altered, deceptive, or false source-identifying information, including by "spoofing" or "phishing".

7. Promote or advertise products or services other than your own without appropriate authorization;

8. Circumvent storage space limits;

9. Upload anything or any data with or relating to children;

10. Upload anything or any data with or relating to medical information;

11. Sell BoldSign unless specifically authorized to do so;

12. Use BoldSign or any BoldSign material for anything illegal or advocating for anything illegal, such as:

    • In violations of anyone’s privacy or personal data rights; or

    • To violate any intellectual property rights.

13. Publish or share materials that are unlawfully pornographic or indecent, misleading, pyramid schemes, or that contain extreme acts of violence;

14. Advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;

15. Harass or abuse Syncfusion personnel or representatives or agents performing services on behalf of Syncfusion;

16. Violate the law in any way, including by storing, publishing, or sharing material that is fraudulent, defamatory, or misleading.

15. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, cannot utilize BoldSign to develop competing products or utilize BoldSign in such a way that results in the development of Competing Products, where Competing Products means any products which are identical to or substantially the same as BoldSign and/or which are (or could reasonably be anticipated to be) marketed or distributed in such a manner as to compete with BoldSign.

16. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, may not use any Syncfusion trademarks without Syncfusion’s prior written consent.

17. Customer acknowledges and agrees that Customer, or anyone acting on behalf of the Customer, will not utlize BoldSign in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms or any terms and conditions of any third-party product or BoldSign.

18. Customer with access to the eSignature API will include technical checks when embedding the Licensed Product into a Customer Application to ensure none of the below are possible. Additionally, Customer warrants that Customer, or anyone acting on behalf of the Customer, will not:

a) Reverse engineer BoldSign or any piece of technology or product that is incorporated into or links to BoldSign.Additionally, Customer warrants that Customer, or anyone acting on behalf of the Customer, will not:

b) Circumvent, disable, or otherwise interfere with security- related features of BoldSign.

19. Customers with access to the eSignature API will include license checks in all Distributed Customer Applications in which the Licensed Product is embedded to ensure the Licensed Product cannot be Programmatically Accessed by anyone other than Customer and its API Users.

Customer acknowledges and agrees that a breach of this Section is a material breach of the Agreement that will result in termination of the Agreement and all Customer licensed rights.

Trial Licenses When downloading BoldSign for the first time, solely for purposes of considering the purchase of a subscription to BoldSign, Syncfusion hereby grants Customer a nonexclusive, non-transferable, non-sub-licensable, limited right to use the Licensed Product for the purpose of evaluating whether to purchase a BoldSign license, subject to the terms herein. Customer may use the Licensed Product during the evaluation period for internal operations. All Trial Licenses are allotted for a maximum number of days as specified here:https://boldsign.com/blogs/electronic-signature-free-trial-faqs/.

Open Source

1. Customer acknowledges and agrees that BoldSign may contain open source components that are subject to the terms of open source licenses. A list of such open source components, and links to their licenses, are listed in Appendix A. This list can be changed or updated without notice. Syncfusion provides these internet links for Customer’s convenience only and makes no representation or warranty of any kind with regard thereto. Customer acknowledges and agrees that Customer remains solely liable for any claims that arise from Customer’s incorporation of the open source components into Customer’s products and that Syncfusion shall have no liability whatsoever under any circumstances.

2. Customers agrees that all access and use of the Licensed Product shall happen only with duly licensed systems including hardware and software. Customer agrees that in the event of any third-party claim about any third-party licenses, Syncfusion will have no liability to the Customer in any form. Customer further agrees that Customer will fully indemnify Syncfusion in the event the third party files any claim regarding any Customer use of a third-party product in connection with the Service without Customer obtaining proper licenses.

Username and Password

1. Account Registration. You and your Users will need to register for account(s) for BoldSign. Any registration information that You provide to Syncfusion must be accurate, current, and complete. You must also update Your information so that we may send notices, statements, and other information to You by email or through Your account. You are responsible for all actions taken through your accounts.

2. You must ensure that all individuals who can access BoldSign keep their User IDs, passwords, other credentials for BoldSign strictly confidential and do not share any such information with any unauthorized person. In the event You become aware of any unauthorized use, You are solely responsible for notifying Syncfusion. You are solely liable for the security of its Users’ User Name(s) and Password(s).

3. Customer may use the Licensed Product solely for its own business purposes and shall not make User passwords to available to any third party.

4. Customer acknowledges and agrees that each User shall be required to have a named-user license, and such named-user licenses are not transferrable.

5. Customer shall not allow more than one person to access a single account through any means including but not limited to shared credentials or shared permissions.

Data Management and Security

1. Security. Customer acknowledges and agrees that use of BoldSign necessarily involves the transmission and storage of data over networks and hardware devices that are not owned, operated, or controlled by Syncfusion. Syncfusion is not responsible for any intercepted, lost, altered, stolen, or otherwise modified data that is transmitted or stored across such networks. By using BoldSign, Customer accepts all risks and agrees Syncfusion will not have any liability for damages or equitable relief in any way.

2. Retention of Data. Syncfusion may retain any audit trails or transaction data for as long as reasonably necessary and as required by law.

3. Data Retention Period. The Licensed Product will retain all signed documents, audit trails, transaction data, and associated metadata ("Data") for a minimum period of three (3) years from the date of signature or for as long as required by applicable law, regulation, or contractual obligations. Upon the expiration of this retention period, the Data will be securely deleted in compliance with data protection and privacy laws, unless extended retention is required or authorized by law.

4. Data Access and Retrieval. During the retention period, users will have access to retrieve their Data through the Licensed Product’s platform. This platform will provide users with the ability to download, print, or export their signed documents and audit logs. Requests for access to Data after the retention period has expired may not be honored, except as required by law.

5. Data Security. The Licensed Product will employ industry-standard security measures, including encryption, to protect all Data in transit and at rest. Access to the Data is restricted to authorized personnel, and any breaches or unauthorized access will be addressed in accordance with applicable security protocols and breach notification laws.

6. Deletion of Data. At the end of the retention period Data will be permanently deleted from the Licensed Product’s systems. Upon written request, Syncfusion may provide a certificate of deletion. Customer and its Users may also request the deletion of Data before the retention period ends, subject to any legal or contractual obligations that require continued storage.

7. Transmission and Storage. While using the Licensed Product, Customer may transmit or store certain content, data, or information, such as numbers, statistics, figures, representations, text, and information (“Customer Data”). The devices and the methods of transmission are outside of Syncfusion’s control, and Syncfusion holds no liability in any form for any Data you share.

   12.7.1. You must ensure that at all times Your use and storage are compliant with federal, state, and local laws and regulations. You represent and warrant that Your Data was transferred with informed consent in such a way that does not violate any law or regulation or the rights of any third party. Syncfusion assumes no responsibility or liability for any of Your Data, and You shall be solely responsible for the consequences or results of using, disclosing, storing, or transmitting it.

8. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data.

9. Syncfusion will not use the Customer Data for any purpose other than to ensure performance of this Agreement.

10. Liability. Syncfusion has no liability, in any form, for the Customer Data Customer chooses to transmit.

11. Customer is on notice of BoldSign’s Security Policy, Privacy Policy, Cookie Policy, , which can be viewed at any time on BoldSign’s website; links are provided below. Customer recognizes that these policies are not a part of this Agreement, and this Agreement does not restrict Syncfusion’s right to revise any such policies.

    12.11.1. Security Policy: https://boldsign.com/security-policy/

    12.11.2. Privacy Policy: https://boldsign.com/privacy-policy/

    12.11.3. Cookie Policy: https://boldsign.com/cookie-policy/

12. Syncfusion only complies with its own cybersecurity and InfoSec policies and procedures. More information is available upon request.

13. Syncfusion will not be bound by Customer’s security policies or its InfoSec policies. By using and/or downloading the Licensed Product, Customer acknowledges and agrees that Syncfusion will reject any such policies.

14. Utilization of third-party verification services. Some versions of the products may offer the ability to utilize third-party verification services such as Stripe verify your signers. If you choose to use these services, you must ensure that the signers' legal identities are verified, comply with the respective privacy policies of these services, and have the proper authorization to transmit the necessary data. You must also comply with any policies of third-party services like Stripe, including restrictions on prohibited businesses and high-risk individuals or industries. Syncfusion holds no liability for any integrations or use of data by such third-party services. The use of these verification services is optional, and Syncfusion does not mandate their use. If you choose to implement these services, you do so at your own risk, and you are solely responsible for obtaining express consent from signers.

    12.14.1. The parties agree that, if enabled, identity verification for eSignature purposes may be facilitated by a third party. By using such third party’s identity verification services, the parties agree to comply with respective third party’s terms of service, privacy policy, and any relevant policies, which may be updated periodically by such third party. By agreeing to this clause, you authorize Syncfusion to collect, process, and share your identification information with relevant third-party verification services as necessary to comply with applicable laws. Neither Syncfusion or any such third party shall be liable for any delays, errors, or losses resulting from inaccurate, incomplete, or delayed identification information provided by Customer.

    12.14.2. Customer acknowledges that it has the right, and if applicable, express consent, to transmit any such such data to Syncfusion for legitimate business interests in order to fulfill the contract.

Additional Licenses to Other Connecting Software

1. Customer may need to obtain additional licenses to connect to a data source even in instances where Syncfusion provides a working data access framework to connect to such data sources. For the avoidance of doubt, no third-party licenses are included with this Agreement, including but not limited to, Oracle, Salesforce, Google, Microsoft, or Adobe licenses.

2. Customer agrees that in the event of any third-party claim about any third-party licenses, Syncfusion will have no liability to the Customer in any form. Customer further agrees that Customer will fully indemnify Syncfusion in the event a third party files any claim against Syncfusion regarding any Customer use of a third-party product in connection with BoldSign without Customer obtaining proper licenses.

3. Syncfusion reserves all rights to BoldSign not specifically granted herein.

Title. No title to or ownership in BoldSign is transferred to Customer, even where the Licensed Product is incorporated into Customer’s products. Title to and all applicable rights in patents, copyrights, trademarks, and trade secrets in BoldSign shall remain in Syncfusion. BoldSign provided hereunder, including the ideas, concepts, know-how, and technology contained therein, is proprietary and confidential to Syncfusion and contains trade secrets of Syncfusion. Customer agrees to be bound by and observe the proprietary, confidential, and trade secret nature thereof as herein provided. Customer agrees to take appropriate action by instruction or agreement with its Users to fulfill its obligations hereunder.

Term and Termination

1. The license rights granted under this Agreement shall be for a period commencing at the earlier of (i) the payment of the license subscription fee or (ii) initial download of or access to the Licensed Product, excluding updates.

2. Licenses granted under this Agreement are subscription-based.

3. In the event Customer fails to renew the subscription, then all licensed rights granted under this Agreement will immediately terminate. All data stored under the account will be deleted in accordance with the terms of this Agreement.

4. For Customers with access to eSignature API, Customers must cease all use of the API and destroy any keys, tokens, or credentials provided by Syncfusion. Customer must remove and cease using any functionality dependent on the API within thirty [30] days of termination. Additionally, Customer cannot continue to possess the Licensed Product, or possess, deploy, distribute, lease, license, or provide maintenance to any software that contains the Licensed Product.

5. Upon termination of the WebApp service and/or eSignature API, Customer will no longer have access to any documents stored or processed using the Licensed Product.

6. Customer is sole responsible for downloading and securely storing all documents prior to termination. Syncfusion will not provide access to any documents after termination, except when required by applicable law. Syncfusion shall not be liable for any loss of documents resulting from your failure to download them prior to termination. Moereover, Syncfusion will not be liable for loss of data following the termination or expiration of this Agreement.

7. Customers should export or download their signed documents before termination to ensure continued access.

8. Following termination, Customer will remain responsible,and is solely liable, for compliance with any applicable laws or regulations requiring the retention of electronic documents and signatures.

9. Customer acknowledges and agrees that it will remove the Licensed Product, including any software in which Customer has embedded the Licensed Product, from its systems and any sites/servers (third party, cloud, or otherwise) where it has been deployed. Furthermore, Customer will immediately return or destroy the Licensed Product and copies thereof as directed by Syncfusion, and if requested by Syncfusion, Customer shall certify in writing as to the removal and destruction or return of the Licensed Product and all copies thereof.

10. Syncfusion shall have the right to terminate Customer’s license if Customer fails to comply with the terms and conditions of this Agreement.

11. In the event that Customer has failed to pay any required fee(s), Syncfusion shall give written notice to Customer of such default, and if such default has not been remedied in full within five (5) days of such notice, all licenses granted hereunder are hereby automatically revoked without further notice and all data stored under the account will be deleted in accordance with this Agreement.

12. Once any licenses are revoked for failure to pay license fees, all use of the Licensed Product shall be strictly prohibited. Syncfusion shall not be required to give any written notice.

13. Accounts that are inactive for more than six (6) months may be scheduled for automatic deletion for security reasons.

14. Customer is responsible for canceling any automatic subscription renewals should it no longer use the Licensed Product.

15. Licenses may be immediately terminated for Material Breach and Syncfusion is not required to give any notice to terminate licenses in the event of a Material Breach.

16. Once licenses are revoked, all use of BoldSign shall be strictly prohibited.

17. In the event of termination or expiration, it is your obligation to transfer, back up, or otherwise maintain your data. You acknowledge that you should take all necessary precautions to avoid any loss of data that might result when BoldSign can no longer be used, accessed, or properly licensed.

18. Sections 5, 6, 14, 15, 16, 17, 18, and 24 of this Agreement shall survive the expiration or termination of Customer’s license and this Agreement.

Warranty

1. THE LICENSED PRODUCT PROVIDED TO CUSTOMER HEREUNDER IS PROVIDED TO YOU “AS-IS” AND WITHOUT ANY WARRANTY OR INDEMNIFICATION OF ANY KIND. ACCORDINGLY, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER SHALL REMAIN SOLELY LIABLE FOR ANY CLAIMS THAT MAY ARISE FROM CUSTOMER’S USE OF THE LICENSED PRODUCT, REGARDLESS OF WHETHER SUCH CLAIMS ARISE ALONE OR IN CONNECTION WITH ANY OTHER PRODUCTS PROVIDED BY SYNCFUSION. FOR THE AVOIDANCE OF DOUBT, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT SYNCFUSION SHALL HAVE NO LIABILITY TO CUSTOMER WHATSOEVER UNDER ANY CIRCUMSTANCES RELATED TO THE LICENSED PRODUCT.

2. SYNCFUSION OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE LICENSED PRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE LICENSED PRODUCT, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK, OR PREVENT ALL VIRUSES, SPAM, OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CUSTOMER DATA ON OR BY THE LICENSED PRODUCT.; AND (III) THAT THE LICENSED PRODUCT WILL BE WITHOUT DISRUPTION OR OUTAGES. FROM TIME TO TIME, SYNCFUSION MAY NEED TO TAKE SERVICES OFFLINE FOR MAINTENANCE AND SUPPORT.

3. SYNCFUSION (A) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND -- WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY -- AS TO ANY MATTER WHATSOEVER; (B) DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE LIKE; (C) DOES NOT WARRANT THAT BOLDSIGN WILL BE ERROR-FREE OR MEET YOUR REQUIREMENTS; AND (D) DOES NOT WARRANT THAT LICENSED PRODUCT OR ACCESS TO AND USE OF THE SITES OR SERVICE WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. YOU HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SYNCFUSION TO ANY THIRD PARTY.

Indemnification. The Licensed Program(s) are tools that are not intended to replace the professional skills and judgment of Customer and its employees, agents and consultants. Customer alone shall be responsible for the accuracy and adequacy of information and data furnished for processing and any use made by Customer of the Licensed Product or any reliance thereon by Customer or users of Customer products which utilize eSignature API. Customer shall also be responsible for the continued operation and maintenance of the computer equipment and the third-party software used with the Licensed Product. For these reasons, Customer agrees to be solely responsible for the design, repair, and configuration of Customer’s equipment, machinery, systems, and/or products. Customer assumes all risks and liability for results obtained by the use of and/or implementation of the designs developed by Customer that are in any way influenced by the use of the Licensed Product or the provision of services, whether such designs are used singly or in combination with other designs or products. Customer shall protect, indemnify, hold harmless, and defend Syncfusion of and from any loss, cost, damage, or expense, including attorneys’ fees, arising from any claim asserted against Syncfusion that is in any way associated with the matters set forth in this Section.

Customer will indemnify Syncfusion from, and defend Syncfusion against, any actual or threatened third-party claim, or legal action or administrative agency action or proceeding (“Claim”), arising from or relating to (a) Customer’s use or misuse of the Licensed Product, (b) Customer’s breach of this Agreement, and (c) Customer’s Integrations or Extension Apps, including any end user's use thereof. Syncfusion will provide Customer with prompt written notice of a Claim and provide reasonable assistance with its defense. You will have sole authority to defend or settle a Claim at your expense, provided any such settlement does not impose ongoing obligations on Syncfusion.

Use of Services and Limitation of Liability

1. To the fullest extent permitted by law, the liability of Syncfusion for any claim relating to the subject matter of this Agreement, regardless of the form of action, whether in contract or tort, including claims of negligence or claims of intellectual property infringement against Syncfusion, shall be limited to One Thousand U.S. Dollars ($1,000.00 USD). Syncfusion is not required to spend more than One Thousand U.S. Dollars ($1,000.00 USD) including without limitation on attorneys’ fees, court costs, settlements, judgments, and reimbursement of costs. In no event shall Syncfusion be liable for any incidental, indirect, exemplary, special, or consequential damages including, without limitation, loss of use, loss of profits, or other consequential damages, even if Syncfusion has been advised of the possibility of such damages. Moreover, Syncfusion will not be subject to any additional liability for any breach of any statutory obligation that is beyond the explicit remedies noted in any such statute and the maximum liability by Syncfusion will be subject to the limitation of liability noted in this Section.

2. If applicable law limits the application of any of the provisions stated herein, Syncfusion’s liability will be limited to the maximum extent permissible.

3. No action, regardless of form, relating to the transactions under this Agreement may be brought by Customer more than one (1) year after the event giving rise to the cause of action has occurred.

4. For the avoidance of doubt, Syncfusion assumes no liability whatsoever under any circumstances that may arise from a claim of patent infringement against Customer or a licensee of Customer’s products.

5. Customer acknowledges and agrees that Syncfusion disclaims and therefore accepts no liability, in any form, for any claim relating to any open source software. Further, Customer acknowledges and agrees that Syncfusion shall have no liability, in any form, for any Data loss caused by Customer’s use of any Open Source Software in any manner or form.

Maintenance and Support

1. Maintenance and Support is provided in accordance with the terms of Syncfusion’s then-current BoldSign Support and Maintenance Service Level Agreement, available upon request.

2. Syncfusion requires that Customer disclose each of its Users for the purpose of providing Maintenance and Support services. Accordingly, Customer acknowledges and agrees that it will be required to provide information to Syncfusion that Syncfusion reasonably requests to identify each such User in order for Syncfusion to provide such Maintenance and Support services.

3. Syncfusion reserves the right, in its sole discretion, to limit or suspend or terminate this subscription during any Subscription License Term in the event that Syncfusion determines that Customer is abusing Maintenance and Support. Examples of such abuse include, but are not limited to, (i) Customer personnel making excessive use of Syncfusion support resources, (ii) Customer personnel making unreasonable demands of Syncfusion support personnel, or (iii) engaging in behavior described in the Bullying and Harassing Behavior Section of this Agreement.

4. Maintenance and Support services are provided to Customer only. All help tickets or maintenance and support requests must be submitted by Customer and may not be submitted by any third party on behalf of Customer. This prohibition against the use of third parties includes, but is not limited to, (i) Customer’s use of a third party to submit help tickets on Customer’s behalf, (ii) Customer submitting a help ticket on behalf of a third party, (iii) Customer using a third party to submit a request for support. Further, Customer cannot use any third party to provide maintenance, support, or updates to the Licensed Product or any Customer Applications that incorporates the Licensed Product; all Maintenance and Support services must be obtained directly from, and only from, Syncfusion. Customer acknowledges that any breach of this Section will constitute a Material Breach of this Agreement and will result in an immediate termination of the license granted hereunder.

5. Maintenance and Support is included during an active Subscription License Term. Termination of any such subscription shall result in the termination of Maintenance and Support.

6. Maintenance and Support services are subject to Fair Use limits. These limits are currently defined as up to one hundred sixty (160) hours of work each month or if in Syncfusion’s sole opinion, the Customer is submitting tickets that would exceed the industry standard of fair use. Syncfusion will review all support requests from customers with at least ten times the average number of such requests to determine whether they meet these guidelines.

7. In the event Customer supplies Customer Data when submitting a support ticket, Customer represents and warrants that (1) Customer obtained all of the necessary rights, releases, and permissions to provide any and all of its Data to Syncfusion and (2) Customer’s data was transferred with informed consent in such a way that does not violate any law or regulation or the rights of any third party.

Export

Customer acknowledges that BoldSign provided hereunder may be subject to the export control laws, rules, regulations, restrictions, and national security controls of the United States and other applicable foreign agencies (the “Export Controls”). Customer agrees to abide by the Export Controls, and that any part of BoldSign licensed hereunder will not be exported (or re-exported from the country where it was first installed), directly or indirectly, separately or as part of a system, sold, leased, or otherwise transferred without Customer, at its own cost, first obtaining all necessary licenses from the United States Department of Commerce and any other appropriate agency of the United States Government as may be required by law. Customer acknowledges that it shall be solely responsible for determining the extent of any such licenses required, and for any costs associated with complying with the requirements of this Section 12. Customer hereby (i) represents and warrants that Customer is not an entity or person to which shipment of BoldSign or provision of the Maintenance and Support services, is prohibited by the Export Controls; and (ii) agrees that it shall not export, re-export, or otherwise transfer BoldSign to (a) any country subject to a United States trade embargo, (b) a national or resident of any country subject to a United States trade embargo, (c) any person or entity to which shipment of BoldSign is prohibited by the Export Controls, or (d) anyone who is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles, or chemical or biological weapons. Customer shall, at its expense, defend Syncfusion and its affiliates from any third party claim or action arising out of any inaccurate representation made by Customer regarding the existence of an export license, Customer’s failure to provide information to Syncfusion to obtain an export license, or any allegation made against Syncfusion due to Customer’s violation or alleged violation of the Export Controls (an “Export Claim”) and shall pay any judgments or settlements reached in connection with the Export Claim as well as Syncfusion’s costs of responding to any such Export Claim.

Government Contracting

If BoldSign is used in connection with providing goods and/or services to the United States government or any other government agency or entity contracting or subcontracting services, Customer shall ensure that no government agency or entity shall acquire any rights of any nature in the Licensed Product. Notwithstanding the foregoing, Customer may freely license its Customer products that include Licensed Assemblies subject to Customer’s compliance with all of the limitations set forth in this Agreement. For the avoidance of doubt, the United States Government or any other government agency shall have no distribution or development rights in Customer’s products that include the Licensed Assemblies under any such arrangement. Customer is solely responsible for vetting and seeing if BoldSign is allowed under government regulations.

Taxes

The License Fees and any other amounts payable pursuant to the terms and conditions herein are exclusive of all national, state, regional, local, municipal, or other taxes and fees including, but not limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customs duties, and registration fees now in force or enacted in the future, and all such taxes and fees, except taxes based on Syncfusion’s net worth, capital, or net income, shall be paid directly by the Customer, or if paid by Syncfusion, Customer will reimburse Syncfusion. If You are located in a jurisdiction which requires You to deduct or withhold taxes or other amounts from any amounts due to us, You must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding.

Notice Any notice or other communication given hereunder shall be in writing. Notice shall be considered delivered and effective upon receipt when sent by U.S. Mail, postage prepaid, or certified mail, return receipt requested, addressed to the parties as set forth above, or the date transmission is completed when delivered electronically by e-mail. Either party, upon written notice to the other, may change any name or address to which future notice shall be sent.

General Clauses