Signtul Terms of Service

Welcome to Signtul!

We hope you have an extraordinary experience.

Signtul is a product of Tulpep SAS, providing subscriber services which are distributed by its authorized representative Tulpep LLC, in Miami, Florida

As a result of using our Services, you are hereby agreeing and accepting the below defined terms. Please read them carefully.

The terms and conditions contained herein constitute the Agreement (Agreement) between You (the Customer) and Tulpep LLC, (Tulpep), concerning Signtul’s Products and Subscriber Services, which include the software, application, parts, and any printed or “online” information (collectively referred to as “Product”).

This Agreement was last updated on June 25, 2015. It is effective between You and Us upon acceptance/your signing and dating this agreement.

1. Definitions

1.1. “Subscription Service(s)” means any of the services offered by Signtul as described in our website and in our official documentation, and the way that those services are provided will be based on the selected Subscription period including without limitation, (i) software, (ii) updates, releases, and versions of the software, (iii) any parts or components that support the software; and (iv) any printed and/or online literature that is sold by or provided by Signtul.

1.2. “Periods of Subscription” means the time selected by the Customer to use the service. It can be either monthly or yearly.

1.3. “Customer Data” means any electronic information stored in the Software database that pertains/regarding to the Customer.

1.4. “Service/Subscription Fee” means the amount charged by Tulpep to the Customer for the Signtul Subscription Service in accordance with the Period of Subscription selected.

1.5. “Authorized Representative” means a person who has the legal power to contract on behalf of or legally bind, the Customer and Tulpep

1.6. “Customer” means the subscribers and its employees, directors, successors, agents, and/or affiliates.

1.7. “User” means the Customer who utilizes the services/product, provided by Tulpep.

1.8. “Service Credentials” shall mean the unique code provided by Signtul that grants access to the Customer to the Subscription Services.

1.9. “Cloud” means the work product on a web site as a cloud solution, that is which is stored and accessed via third parties or Signtul via the internet.

1.10. “Support Services” means any service provided by Tulpep related to the Customer in order to correct or fix issues regarding improper functioning Subscriptions Services

2. Description of Subscription Services

2.1. LOCATION OF SOFTWARE-The Software is located on servers in the Microsoft Azure Platform and are controlled by Signtul. Customer may access the Software, but has no right to receive a copy of the object code or source code to the Software.

2.2. USE REQUIREMENTS-As Signtul is a cloud service, Customer must have a reliable and high speed Internet connection, and hardware and software that is compatible with the Subscription Services requirements. Securing these are and will not be Signtul’s responsibility.

2.3. MICROSOFT ADD-ON. In order for Signtul to work with Microsoft Outlook, users are required to install an add-in provided by Signtul.

2.4. GOOGLE AND OTHER AD-ONS. For Signtul to work using Office 365 or Google Apps, users are required to have a valid subscription and administrator credentials.

2.5. UPGRADES and UPDATES. Signtul will upgrade and update the Subscription Services with regular frequency. Some of these changes will occur automatically, while others may require Customer to schedule, initiate and implement the changes.

2.6. SUPPORT. Signtul will support the current version of the software. Signtul will only support the software as provided by the website and the components downloaded therefrom.

2.7. OWNERSHIP. Tulpep SAS is the sole owner of the intellectual property components in the Software (except for third party components) and the Documentation.

3. Fees and Payments

3.1. Service Fees. In order to access and use the Subscription Services, Customer shall pay to Tulpep a Service Fee. The Service Fee must be paid in advance either for one year or on a monthly basis, as per the Customer's preference. The annual Service Fee will be paid by the Customer upon the signing of the Subscription Agreement unless Signtul agrees otherwise. All subsequent annual Subscription Fees must be paid in full by the first (1st) day of the anniversary month in which this Agreement was signed. Monthly fees must be paid by the fifth (5th) day of each month. Once Signtul receives payment, the Customer shall receive the Service Credentials to access the Subscription Services. Subscription Fees are subject to change at the sole discretion of Tulpep and without notice. Customer understands and agrees that Support Services are not covered by the Subscription Fee and will be in addition to the subscription fee at a rate to be determined by Tulpep/Signtul at its sole discretion.

3.2. Taxes and Charges. Subscription Fees and other charges described in this Subscription Agreement do not include federal, state, or local sales, use, property, excise, service, or similar taxes (“Taxes”). In addition to the Subscription Fee, customer is solely responsible for payment of any Taxes resulting from Customer’s acceptance of the Subscription Service, and if Tulpep is required to collect Taxes, Tulpep shall invoice Customers for such Taxes.

3.3. The Customer agrees to indemnify and hold harmless Signtul, from any and all claims or liability arising from Customer’s failure to report or pay such Taxes.

3.4. Payments and Delivery.

3.4.1. Service/Subscription Fees are charged as stated in 3.1 above for the Subscription period selected by client.

3.4.2. Payment must be made, by credit card, check, or bank wire transfer.

3.4.3. When using credit card, the payment is complete when the charge is drawn from the credit card account.

3.4.4. Any other payment method should be completed within three (3) days from Customer's acceptance of the Subscription Agreement.

3.4.5. Failing to make payments on the due date, entitles Tulpep without prejudice to:

3.4.5.1. Suspend Signtul Subscription Services.

3.4.5.2. Charge a late charge equal 5% of the delinquent payment, in addition to bank or other collection fees.

3.4.5.3. If service has been shut down due to non-payment and the Customer wants to reinstate service, Customer will pay the selected subscription services fees owed.

3.4.6. Upgrades and downgrades may be possible from time to time. If Customer is paying for Subscription Services on a monthly basis, any adjustment will be reflected in the next billing period in accordance with Stripe billing platform policies and conditions. If paying on a yearly basis, any adjustment will be reflected immediately in a bill issued in accordance with Stripe billing platform policies and conditions.

4. Customer Data

4.1. Customer must provide relevant data for use in the Subscription Services, and Signtul is not obligated to modify or add to the Customer Data. Customer shall be solely responsible for the content and accuracy of the Customer Data.

4.2. Signtul acknowledges that all data provided by the Customer belongs to the Customer and will make no claim to or any right of ownership as to such data.

4.3. The Customer Data provided to Signtul shall consist of: signature’s designs, all users’ information used in order to build a custom signature for each user and the billing information.

4.4. Signtul will at all times be compliant as to any and all laws that apply to online businesses located in the United States of America regarding data protection and confidentiality, including but not limited to the Patriot Act. Signtul will also transfer Directives related with Data Protection and confidentiality established in Microsoft Azure Terms and Conditions.

4.5. Signtul will delete all of Customer's information within thirty (30) days of receipt of Customers request. All requests must be submitted in writing and signed by an Authorized Representative.

4.6. In accordance with Signtul's data maintenance policies, Signtul will delete from its servers, all of Customer's data when customer cancels its subscription.

4.7. Signtul shall implement reasonable technical and organizational measures to keep Customer´s data safe and secure in order to protect it against accidental loss or unlawful destruction, alteration, disclosure or access, and, will deal with the information in accordance with Customer’s specific written instructions, provided they are reasonable and lawful.

5. Term and Termination

5.1. Term. As per paragraph 3 above, this Agreement becomes effective when accepted by both parties. In the case of online purchases, the Term shall begin the day of the acceptance of the present Terms and Conditions and the credit card is charged or the subscription is activated.

5.2. Termination without Cause. Customer may, upon providing written notice, terminate this Agreement and thereby cancel its Subscription Service at any time.

5.3. Termination shall be effective when confirmed by Signtul, however Customer must be current as to all subscription fees.

5.4. Unless Customer provides written notice of termination, the Subscription Term will automatically extend into the subsequent Agreement Period, and Customer will remain responsible for paying all applicable fees.

5.5. In the event of a termination, Customer will not be entitled to a refund of any of the payments made by Customer.

5.6. Termination with Cause. This Agreement shall terminate (i) immediately if any of the parties files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors; (ii) if Customer fails to make payment to Signtul when due; (iii) immediately upon Signtul’s knowledge of any violation of Signtul’s intellectual property and proprietary rights; or (iv) thirty (30) days after Signtul notifies Customer that it is terminating this Subscription: (v) when the Customer violates the platform's purpose by using it to post improper content or any other un-authorized usage of the platform.

6. Proprietary Rights and Restrictions

6.1. Intellectual Property Ownership. Tulpep SAS is the sole owner of the intellectual property of Signtul. Customer shall have a non-exclusive right to use the services for Customer’s business purposes.

6.2. By subscribing with Signtul, the Customer only acquires the limited right to access and use the Subscription Services.

6.3. Customer may not use, copy, modify or distribute the Products (electronically or otherwise), or any copy, adaptation, transcription or merged portion thereof, except as expressly authorized in writing by Signtul. Customer may not reverse assemble, reverse engineer, reverse compile or otherwise translate any Product. Customer’s rights may not be transferred, leased, assigned or sublicensed, except as expressly authorized in writing by Signtul.

7. Warranty Disclaimer

7.1. The Subscription Services are provided with no warranties of any kind and Signtul disclaims all warranties, express or implied. Signtul does not warrant that the use of the Subscription Services will be uninterrupted or error –free. Signtul depends on the availability of services of Microsoft Azure Cloud Services and therefore, Signtul cannot warrant any up time Service Level Agreement.

7.2. Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” AND SIGNTUL DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCT, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8. Limited Liability

8.1. Customer’s Remedies. Customer’s sole and exclusive remedies for any damages or loss in any way connected with the Product or any related Services furnished by Signtul, whether due to Signtul’s negligence or breach of any other duty, shall be, at Signtul’s option: (i) to bring the performance of the Products into substantial compliance with the functional specifications; (ii) re-performance of Services; or (iii) return of an appropriate portion of any payment made by Customer with respect to the applicable portion of the Products or Services, which under no circumstances shall exceed the total fees paid by Customer, pursuant to those terms and conditions.

8.2. Signtul will not be responsible under this Agreement for: (i) any alteration or modification of the Products to fit the particular requirements of Customer; or (ii) the correction of any defects resulting from modifications or extensions or as a result of misuse of the Products by Customer; or (iii) the preparation or conversion of data into the form required for use with the Products; or (iv) the distortion or incompatibility of logos and other visual components of a signature that are created by external factors unrelated to the Products; or (v) any inaccurate or incorrect data originating from Customer and/or other third-parties; or (vi) ensuring the security of Customer’s networked installation of the Products.

8.3. Limitation of Liability. EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF THE PROPRIETARY INFORMATION, UNDER NO CIRCUMSTANCES SHALL SIGNTUL OR CUSTOMER BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN EXCESS OF THE PAID SUBSCRIPTION FEES OR BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES.

The provisions of the Agreement allocate the risks between Signtul and Customer. The annual subscription fees reflect this allocation of risk and the limitations of liability herein.

9. Indemnification

9.1. Signtul shall indemnify Customer against all claims, liabilities, and costs, including reasonable attorneys’ fees, reasonably incurred in the defense of any claim brought against Customer by third parties alleging that Customer’s use of the Products infringes or misappropriates: (i) any issued and active United States patent of which Signtul is aware; or (ii) a copyright; or (iii) trade secret rights, provided that, Customer promptly notifies Signtul in writing of any such claim and Signtul is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Customer. Customer shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Signtul. Signtul may, in its sole discretion, settle any such claim on a basis requiring Signtul to substitute the Products for an alternative substantially equivalent non-infringing product. The purposes of this section do not apply for any Products that have been tampered or otherwise breached by Customer.

9.2. Customer shall defend, indemnify, and hold harmless Signtul, its employees, directors, officers, shareholders, agents, attorneys, and representatives from any and all claims, demands, suits, or liability arising out of or in connection with gross negligence or willful misconduct (including the unauthorized use of the Products) of Customer, its employees, affiliates, or sub-contractors, provided that Signtul gives Customer: (i) written notice of the claim within thirty (30) days of its notice thereof; (ii) to the extent necessary and appropriate, all requested information and assistance with respect to the claim at the indemnifying party’s expanse, and (iii) sole authority to defend and settle the claim.

10. Miscellaneous

10.1. Relationship of the Parties. The relationship between the parties is one of Service provider subscriber. This agreement does not establish any duties or obligations beyond said relation.

10.2. Assignment. This Agreement shall not be assignable or transferable by Customer without the prior written consent of Signtul, and any attempted assignment without such prior written consent shall be void.

10.3. Notices. Any notice, demand, waiver, consent, approval, or disapproval (collectively referred to as “notice”) required or permitted herein shall be in writing and shall be given personally, by messenger, by air courier, by facsimile, or by prepaid registered or certified mail, with return receipt requested, addressed to the parties at their respective addresses and facsimile numbers set forth herein or at such other address as a party may hereafter designate in writing to the other party. A notice shall be deemed received on the date of receipt.

10.4. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to principles of conflicts of laws. Any action, suit or proceeding in connection with this Agreement must be brought against any party in a court of record of the State of Florida, Miami-Dade County, or of the United States Southern District of Florida, or in any state or federal court in the State of Florida, Miami-Dade County, each party hereby consenting and submitting to the exclusive jurisdiction thereof; and to the fullest extent permitted by law, service of process may be made upon any party, by certified or registered mail, at the address to be used for the giving of notice to such party. Nothing herein shall affect the right of any party to serve process in any manner permitted by applicable law. In any action, suit or proceeding in connection with this Agreement, each party hereby waives any claim that Miami-Dade County or the State of Florida is an inconvenient forum.

10.5. Modification, Amendment, Supplement, or Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all previous Agreements, promises, representations, understandings, and negotiations, whether written or oral. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by all parties to this Agreement. A waiver by Customer or Signtul of any of the terms or conditions of this Agreement in any one instance shall not be deemed a waiver of such terms or conditions in the future.

10.6. Agreement is Binding. This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective heirs, devisees, successors and assigns.

10.7. Severability. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the affected provision shall be modified in a manner which comes closest to the intention of the parties at the time the original provision was agreed upon.

10.8. Headings. Headings are for convenience only and shall not be considered in interpreting this Agreement.

10.9. Entire Agreement. This Agreement and any official updates to the Terms and Conditions constitute the complete and exclusive statement of the Agreement between Signtul and Customer, and all previous representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement and any update hereto shall prevail over any additional, conflicting, or inconsistent terms and conditions, which may appear on any purchase order or other document furnished by Customer to Signtul unless otherwise expressly stated in such document.