§ 1 Preamble & Definitions
These license terms of use become effective on the date of booking a package or starting the trial version (so called effective date) of SIGN8 GmbH with its registered office at Fürstenrieder Str. 5, 80687 Munich, Germany. They shall also apply, in addition to the licensee, to any user who is not a direct customer of SIGN8 GmbH, even if such user is not expressly mentioned in individual sections of the Terms of Use.
§ 2 Subject matter of the contract
Subject to the Terms of Use, SIGN8 grants a non-exclusive, revocable, non-transferable and non-sublicensable right of use to its authorized users who purchase licenses for a digital signature with SIGN8, as well as for users who use SIGN8 and are not customers of SIGN8 GmbH.
The licensor grants the licensee to use the package chosen by them (incl. test version) to the extent booked. Any use of SIGN8 must be in accordance with the GTC and the booked scope of use.
The functionality of SIGN8 finally results from the respective booked package and the resulting order. The information contained therein is to be understood as a performance description and not as guarantees. A guarantee is expressly not granted.
§ 3 Granting of Rights and Restrictions on Use
Except as permitted by these Terms of Use, within the order, or by an individual side agreement, the licensee as well as the user may not perform the following actions themselves or authorize any other person to do so:
3.1.
Distribute, sell, transfer, lend, lease, make available for lease, offer for lease, transfer, sell, transfer the license to, sublicense, rent, or time-share any SIGN8 products and/or components or product keys, or allow any third party to download, install, or access through the personalized license of the software.
Likewise, the customer and/or the user are not permitted to develop robots, scripts, devices, software and other means or processes to automate SIGN8’s provided services or to copy data.
3.2.
Likewise, the licensee and each user is prohibited from copying, decompiling, disassembling, reverse engineering or otherwise attempting to extract the source code or any other method, algorithm or process from SIGN8’s products/product. Similarly, the customer may not modify, adapt, translate or create derivative works based on the software unless otherwise expressly authorized or permitted by applicable law.
3.3.
The licensee and each user is not allowed to share personal licenses in such a way that several users, who have not purchased a license or have been assigned one, share the license exceeding the number of granted/agreed personal licenses.
3.4.
The licensee and any user is not permitted to use, offer, incorporate, provide access to, or otherwise exploit any SIGN8 products or licenses, whether for free or not, whether as a courtesy, whether for a fee or not, in any managed service provider (MSP), platform-as-a-service (PaaS) offering, service bureau, or similar product or offering, and to offer standalone SIGN8 products as a hosted service.
3.5.
The licensee and any user is not authorized to use the SIGN8 products if the licensee is a competitor or to use the SIGN8 products in a manner that competes with SIGN8. This is particularly true with respect to, but not limited to, benchmarking, collecting or publishing data or analysis related to the performance of SIGN8’s products, or developing or distributing a product that competes with any SIGN8 product or service.
3.6
The licensee and each user is prohibited from removing, obscuring or altering any copyright notices, trademarks or other proprietary notices of SIGN8 products.
3.7.
The licensee and each user may not circumvent, change or manipulate any product key, access data or any other license reservations or license restrictions (license scope) of the SIGN8 products with regard to the acquired scope when accessing or using the software.
§ 4 Warranty for Defects
4.1.
SIGN8 GmbH warrants that SIGN8 will function substantially in accordance with the function list accessible on the SIGN8 website for a period of 90 days from the conclusion of the contract (warranty period). Any warranty claims must be made by the customer within this warranty period.
4.2.
In the event of breach of warranty, the customer’s exclusive remedy and SIGN8 GmbH’s sole liability shall be, at SIGN8 GmbH’s option and expense, either:
- Repairing or replacing the defective software or
- refunding the fee to the customer which the customer has paid during this period.
4.3.
If SIGN8 GmbH decides to refund the fee paid for the defective SIGN8 software according to 4.2. b), then:
- the customer agrees that the customer’s account will be deleted immediately.
- The right to access or use the defective software ends automatically.
The customer still gets the possibility to save their personal data, documents, and workflows locally.
4.4.
SIGN8 GmbH shall not be liable for any warranty claims, nor shall it be obligated to remedy any defect or problem with the software, if such defect or problem arises or has arisen from one, more or all of the following aspects:
- Use of SIGN8 that is not in accordance with the list of functions available on the SIGN8 website; or
- Any unauthorized modification or alteration of SIGN8; or
- Any use of SIGN8 together with third party software or hardware not specified in the feature list available on the SIGN8 website.
4.5.
SIGN8 GmbH warrants to perform its consulting services and support with reasonable care and skill in accordance with generally accepted industry standards. In the event of any claim for breach of this warranty, the customer shall notify SIGN8 GmbH of the warranty claim within thirty (30) business days after the customer has received the respective consulting services or support. In this regard, the customer’s exclusive remedy and SIGN8 GmbH’s sole liability with respect to any breach of this warranty shall be, at SIGN8 GmbH’s option and expense, either:
- the execution of the renewed consulting service or a new support; or
- reimbursement of the fees paid by the customer for the faulty consulting service or support.
In doing so, the customer undertakes to provide SIGN8 GmbH with reasonable support in its efforts to remedy the breach of this warranty.
4.6.
SIGN8 GmbH makes no other warranties, except as expressly provided in these Terms of Use, and hereby disclaims all warranties, express, implied or statutory, including, but not limited to, implied warranties of merchantability, satisfactory quality and fitness for a particular purpose (even if SIGN8 GmbH has been informed of the intended purpose). SIGN8 GmbH does not warrant that the services, consulting or support services will be completely free of defects or uninterruptedly error-free. Data contained in a SIGN8 GmbH product (or SIGN8 product) is provided “as is”.
§ 5 Liability and Limitation of Liability
5.1.
SIGN8 GmbH shall be liable without limitation only for intent and gross negligence on the part of SIGN8 GmbH, its legal representatives or vicarious agents, as well as for damages resulting from injury to life, body or health caused by a breach of duty for which SIGN8 GmbH, its legal representatives or vicarious agents are responsible.
5.2.
SIGN8 GmbH shall be liable for other culpable breaches of material contractual obligations, irrespective of the legal reason, but SIGN8 GmbH shall only be liable in terms of amount for the typically foreseeable damage or the typically foreseeable damage or the typically foreseeable expenses. Any statutory rights of reduction and termination of the user shall remain unaffected.
5.3.
In all other respects, liability shall be excluded.
SIGN8 or its affiliates shall not be liable in any way for indirect, special, consequential and/or exemplary damages, or any other related damages, nor shall they be liable for the following direct damages:
- Data loss
- Loss of income
- Missed opportunities
- Lost profits
- Costs for recovery efforts
as well as any other damages, regardless of the origin and type of liability; whether due to breach of contract, tort or otherwise and regardless of whether SIGN8 or any SIGN8 employee responsible therefor has been advised of the possibility or otherwise.
5.4.
Insofar as SIGN8 GmbH is liable in accordance with the above, 5.2. liability shall be limited to the amount covered by SIGN8 GmbH’s business liability insurance.
5.5.
SIGN8 GmbH shall not be liable for any damages if and to the extent that the user could have prevented such damages from occurring by taking reasonable measures, in particular by backing up the program and data.
5.6.
The regulations above 5.5. shall also apply in favor of the employees and other vicarious agents of SIGN8 GmbH.
5.7.
The provisions of the German Product Liability Law (Produkthaftungsgesetz, ProdHaftG) remain unaffected.
5.8.
In no event shall SIGN8 GmbH, SIGN8 GmbH affiliates or their respective directors, employees, agents, successors, assigns, licensors be liable for any loss of profits or revenue, loss or corruption of data, loss of goodwill or reputation (reputational damage), or for the inaccuracy of any data, the cost of procuring substitute services or software, or for any indirect, incidental, special, punitive, exemplary or consequential damages, regardless of the cause of liability (including negligence and strict liability), even if advised of the possibility of such damage or loss. SIGN8 is not designed for high-risk activities; SIGN8 GmbH shall not be liable for any claims or demands for damages arising from any inherently dangerous use of SIGN8.
5.9.
The limitations, liability and other exclusions contained in this agreement are independent of any remedies set forth in this agreement and shall apply to the fullest extent permitted by law, even if any agreed upon remedy has failed of its essential purpose. To the extent that SIGN8 GmbH is not permitted by law to exclude a warranty or limit its liability, the scope or duration of such warranty and the extension of SIGN8 GmbH’s liability shall be limited or reduced to the minimum permitted by law, if any waiver, remedy or right is exercised pursuant to mandatory law, it shall be exercised only for the purpose designated by such law and in accordance with the procedures and limitations expressly set forth therein.
5.10.
The warranties and other obligations of SIGN8 GmbH under this agreement shall apply only to and for the general benefit of the customer or the licensee, notwithstanding any rights of related authorized third parties to access or use SIGN8 (products). No other person or entity shall be or be deemed to be a third party beneficiary of this agreement to obtain or enforce any rights or remedies with respect to this agreement, except as otherwise required by valid law.
5.11.
SIGN8 GmbH is not liable for IP claims based on the following grounds:
- Unauthorized use, reproduction or distribution of SIGN8;
- Modifications or changes to SIGN8 without the prior written consent of SIGN8 GmbH;
- Use of SIGN8 in combination with other software, hardware, third party data or other materials not provided by SIGN8;
- Use of an earlier version of SIGN8 if the relevant claim could have been avoided by using a newer version; or
- Third-party materials provided in conjunction with SIGN8.
§ 6 Payment, Term and Termination
6.1. Payment
All prices are net prices, plus the currently applicable value added tax. (as of 2022: 19 %)
The licensee undertakes to pay the respective package price booked, depending on the package or agreed signature scope/contingent (Costum8). Unless the customer has issued and agreed upon a SEPA direct debit mandate or credit card billing via the payment service provider, payment of the price must be made to the corresponding account (visible on the invoice) of SIGN8 GmbH within fourteen (14) days after receipt of the invoice.
Offsetting or assignment of payment is not possible.
If the customer has not made a payment by the due date, SIGN8 GmbH may, without limiting its other rights and remedies, temporarily suspend access to the SIGN8 products and declare all unpaid fees of the customer due and payable with immediate effect.
Any usage in excess of that agreed in the package, e.g. quota overrun or other additional services (e.g. QES), will be debited or invoiced separately to the licensee/customer via the payment method selected by them at the time of booking (thus independent of the billing period).
The licensee pays the due fees according to the booked package. Payments are non-cancellable, non-refundable and non-creditable. Unless otherwise agreed in this agreement, a maximum interest rate prescribed by applicable law, if any, may be charged by SIGN8 GmbH, whichever is lower. If the customer fails to make a payment by the due date, SIGN8 GmbH may, without limiting its other rights and remedies, temporarily suspend access to SIGN8 or declare all unpaid fees of the customer still due so that they become immediately payable.
6.2. Duration
This agreement is effective from the date of ordering the booked package (including trial version) and also after expiration, or early booking (within 14 days of the trial version) of a package during the trial version.
It remains in force until:
- The subscription has been effectively terminated or
- SIGN8 discontinues the services.
Unless otherwise agreed and/or otherwise specified in the order, subscriptions to SIGN8 will commence on the date of access by a license key and will automatically renew for the following periods:
- In case of a monthly subscription, the subscription will be renewed for one month at a time, unless one party notifies the other party in writing (e-mail to info@sign8.eu is sufficient) at least one (1) day prior to the end of the performance period of the current subscription period that no renewal shall take place.
- In the case of an annual subscription, the subscription will renew in turn for one year at a time unless either party notifies the other party in writing (email to Support is sufficient) at least forty-five (45) days prior to the end of the then-current subscription period that no renewal is to occur.
6.3. Termination for Breach of Contract or Insolvency
Either party may terminate this Agreement or any corresponding order or proposal forms, licenses or subscriptions (without going to court, suing or taking any other legal action) if the other party fails, in whole or in part, to cure any breach within thirty (30) days (ten (10) days in the case of non-payment by Customer) after written notice of such breach, provided that SIGN8 GmbH may terminate this Agreement immediately upon such breach of Section 3.1.-3.7. SIGN8 GmbH may terminate this agreement if the customer ceases or discontinues its business without successor or becomes the subject of an insolvency petition or other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
6.4. Effect of Rebooking a Package
If the licensee wishes to use a different package, they can extend the package and its scope at any time (upgrade). The upgraded package can be used from the following month and will be charged accordingly from then on. For example, an annual subscription can only be changed in scope, but not in duration. If the package and the scope are changed, the subscription will start again from the following month. Thus, the subscription starts to continue from the month in which the licensee/customer can use the new package.
6.5. Effect of Termination
To the extent that termination is effective, the customer’s rights with respect to SIGN8 and its services, including any related software licenses or subscriptions, shall terminate upon termination or expiration of any applicable subscription or term. Unless earlier terminated, the customer’s right to receive support will terminate upon termination of this agreement or expiration of the support term. Upon termination, all accesses will be deactivated, deleted, and associated files will be deleted unless retention requirements dictate otherwise.
Upon termination of this agreement or the right to use SIGN8 or its services, the customer:
- Shall immediately discontinue use of SIGN8 and its services, including access by authorized third parties AND
- Confirm to SIGN8 GmbH within thirty (30) days of expiration or termination that the customer has secured all documents, all related files, documentation and all other confidential information of SIGN8 in their (customer’s) possession.
The termination of this agreement or any license or subscription shall not prevent either party from pursuing all available remedies, nor shall it relieve the customer of the obligation to pay all fees owed for the entire applicable term. All provisions of this agreement relating to SIGN8 GmbH’s ownership of SIGN8, limitations and exclusions of liability, confidentiality, waiver of assertion, audits, and applicable law and jurisdiction shall apply and survive termination of this agreement.
6.6. Support
SIGN8 GmbH offers support to its customers as long as a paid and uncancelled contract or subscription exists.
Contact via customerservice@sign8.eu
§ 7 Safeguarding Measures
The licensee undertakes to secure SIGN8 and the access data for its online access against access by unauthorized third parties. They will take appropriate measures for this purpose.
The licensee is directly liable and responsible for all violations of this agreement by a third party to whom they grant or allow unlawful access.
§ 8 Advertising References and Contact
Unless SIGN8 GmbH has been notified in writing (info@sign8.eu is sufficient) that the use of the company logo listed in this section is not desired or it has not been expressly agreed and mentioned in the offer, the customer allows and authorizes SIGN8 GmbH to use its name and logo for promotional references in any form and on any medium of SIGN8 GmbH for the term of the services and up to 3 (three) years beyond the term.
All workflow documents (PDF files) are deleted after a period of 6 months after the workflow has been created and sent. The customer/user hereby agrees that SIGN8 GmbH is entitled to send a reminder e-mail to the customer/user via e-mail to the address provided during registration/signature before deleting the document(s).
§ 9 Supplementary Provisions
The licensee and the users are not entitled to assign claims against the licensor to third parties.
Offsetting of payment by the licensee is not possible.
Amendments and supplements to this contract must be made in writing. This also applies to the amendment or cancellation of the written form clause. An e-mail is considered sufficient in this case.
Should individual points of these Terms of Use not be in accordance with SIGN8 GmbH’s GTC or other contracts, the provisions made in the GTC shall take precedence.
The parties hereby agree that the licensee’s GTC shall not apply.
This contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction is Munich, provided that both contracting parties are merchants or legal entities under public law or have no general place of jurisdiction in Germany.
§ 10 Severability Clause
Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. In this case, the contracting parties shall endeavor to find an effective provision in place of the ineffective provision which corresponds to the economic interest of both parties and comes closest to the economic meaning of the ineffective clause.
