SIGNLY TERMS OF SERVICE

Welcome to Signly

Please read these Terms of Service (“Terms”) carefully before using the https://signly.com website (“Service”) operated by Signly LLC, a limited liability company governed by the laws of the State of Georgia (“Signly,” “us,” “we,” or “our”). The Service is a platform where users of the Service may execute legal instruments using their electronic signatures.

These Terms of Service ("Terms") constitute a legally binding agreement between Signly LLC. ("Signly," "Company," "we," "us," or "our") and you ("User," "Customer," "you," or "your") governing your access to and use of Signly's website, software platform, applications, products, and services (collectively, the "Services").

These Terms are an agreement between you or the entity you represent ("you," "your," or “yours”) and Signly. The Terms include and hereby incorporate by reference Signly’s Privacy Policy found at https://signly.com/privacy and the SignWell Privacy Notice for California Residents found at www.signly.com/california

For purposes of these Terms, a “User” is any natural person accessing the Service either (i) to create and send documents to be filled out by other Users or (ii) to fill out documents created by another User. A “Service Document” is any document created by a User that can be sent to and filled out by other Users. “User Data” is any information provided by any User to SignWell, including information in a Service Document.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access the Service.

If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and that such entity or organization is duly authorized to do business in the country or countries where it operates. In that event, "you," "your," or “yours” will refer and apply to that entity.

1. About Signly

Signly is a software platform that enables users to create, send, manage, sign, approve, organize, and store proposals, agreements, contracts, forms, documents, invoices, payment requests, and related business communications.

Signly is a technology provider only and is not a law firm, attorney, accounting firm, financial institution, payment processor, escrow company, or fiduciary.

2. Eligibility

You may use the Services only if:

• You are at least 18 years old;
• You have the legal authority to enter into contracts;
• You are not prohibited from using the Services under applicable laws;
• You provide accurate and complete registration information.

If you use the Services on behalf of a business, organization, or entity, you represent that you have authority to bind that entity.

3. Account Registration

You are responsible for:

• Maintaining the confidentiality of your account credentials;
• All activities occurring under your account;
• Keeping your information accurate and current;

You must immediately notify Signly of any unauthorized access or security breach.

Signly reserves the right to suspend or terminate accounts suspected of fraud, abuse, unlawful activity, or violation of these Terms.

4. Electronic Signatures

You acknowledge and agree that:

• Electronic signatures created through Signly are intended to have the same legal effect as handwritten signatures where permitted by law.
• Signly complies with applicable electronic signature laws, including the U.S. ESIGN Act and UETA where applicable.
• You are solely responsible for ensuring that documents sent through Signly comply with laws applicable to your transactions.

Signly does not guarantee that any particular document, signature, or transaction will be legally enforceable in every jurisdiction or circumstance.

4.1 Your Use of the Site

4.1 Your Responsibilities

You will (a) be responsible for your compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Site and notify Signly promptly of any such unauthorized access or use, and (c) use the Site only in accordance with the Documentation and all applicable laws and regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions (as provided in more detail below). Signly utilizes state-of-the-art encrypted security measures (including but not limited to username and password protections). You are solely and exclusively responsible for the security of the usernames and passwords issued to you. Signly shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct.

It is your sole responsibility to determine, verify and confirm the identity and authority of the Recipient Users to whom you send a Document for signature.

If the material contained in the Document is or contains confidential or sensitive information, it is your responsibility to address the obligations of confidentiality with the Recipient Users. While we treat your Documents as confidential information, use of the Site and these terms and conditions do not obligate Users to treat your Documents as confidential.

4.2 Restrictions

You will not (a) make the Site available to, or use the Site for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, rent, or lease the Site, or include the Site in a service bureau or outsourcing offering, (c) use the Site to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Site to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Site or any third-party data contained therein, (f) attempt to gain unauthorized access to the Site or any related systems or networks, (g) permit direct or indirect access to or use of the Site in a way that circumvents a contractual usage limit, (h) copy the Site or any part, feature, function, or user interface thereof, (i) frame or mirror any part of the Site, other than as permitted in the Documentation, (j) access the Site in order to build a competitive product or service, or (k) reverse engineer, disassemble or decompile the Site.

4.3 Your Data

4.3.1 You will have sole and exclusive ownership of, responsibility for and access to all content and information Posted or input by you (“Your Data”). For purposes of this Agreement, Your Data includes the Documents you post as well as the identity and information of parties who sign your Documents.

5. Documents and Content

You retain ownership of all documents, contracts, proposals, files, images, text, and content uploaded to Signly (“User Content”).
You grant Signly a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and store User Content solely for the purpose of providing the Services.

You represent and warrant that

• You own or have rights to all User Content;
• User Content does not infringe third-party rights;
• User Content complies with applicable laws.

6. Prohibited Uses

You agree not to:

• Violate any law or regulation;
• Upload malicious code or malware;
• Attempt unauthorized access to systems or accounts;
• Reverse engineer the Services;
• Use the Services for spam or fraudulent activities;
• Transmit unlawful, defamatory, harassing, obscene, or infringing content;
• Interfere with platform security or operations.

Signly may suspend or terminate access for violations without notice.

7. Payments and Billing

Certain Services require payment.

By subscribing, you authorize Signly to charge your designated payment method for:

• Subscription fees;
• Transaction fees;
• Application fees;
• Payment processing fees;
• Applicable taxes.

Signly reserves the right to modify pricing upon reasonable notice.

Failure to pay fees may result in suspension or termination of Services.

8. Payment Processing

Signly integrates with third-party payment providers.

By using payment functionality, you agree to:

• The applicable terms of the payment processor;
• Provide accurate business and payment information;
• Accept responsibility for disputes, chargebacks, refunds, and transaction-related liabilities.

9. AI Features

Certain features may utilize artificial intelligence or machine learning technologies.

AI-generated content may contain inaccuracies and should be reviewed before use.

You remain solely responsible for:

• Contracts generated by AI;
• Legal language;
• Business decisions;
• Communications created through AI tools.

Signly disclaims responsibility for decisions made based on AI-generated outputs.

10. Intellectual Property

In addition to Signly’s Confidential Information, Signly owns all rights, title, and interest in and to the Signly software and Site, as well as any trademarks, copyrights trade secrets and inventions, whether or not any of the foregoing are registered, and any ideas, suggestions, proposals, research or test results obtained through, from or as a result of your use of the Site and/or feedback provided by you regarding the Site (collectively, “Signly Assets”). Your rights to the Site are limited to the rights expressly granted to you in this Agreement. Signly reserves all rights not expressly granted in this Agreement. You agree that you shall not attempt to claim, register or protect any interest in or to the Signly Assets.

The Services, including software, trademarks, logos, designs, interfaces, text, graphics, and technology, are owned by Signly and protected by intellectual property laws.

Except as expressly permitted, you may not:

• Copy;
• Modify;
• Distribute;
• Sell;
• License;
• Reverse engineer;
• Create derivative works from the Services.

The Signly name, logo, and branding are exclusive property of Signly.

11. Data Storage and Security

Signly uses commercially reasonable safeguards to protect customer data.

However, no method of transmission or storage is completely secure.

You acknowledge and accept the inherent risks associated with internet-based services.

You are responsible for maintaining backups of your important documents.

12. Third-Party Services

The Services may integrate with third-party providers including

• Payment processors;
• Cloud storage providers;
• CRM platforms;
• Communication tools;
• Automation platforms.

Signly is not responsible for the availability, accuracy, security, or performance of third-party services.

Your use of such services is governed by their respective terms.

13. Beta Features

Signly may provide beta, preview, or experimental features.

These features are provided "AS IS" without warranties and may be modified or discontinued at any time.

14. Confidentiality

Each party agrees to protect confidential information received from the other party and not disclose it except as required by law or necessary to provide the Services.

15. DMCA Copyright Policy

If you believe content infringes your copyright, submit a written DMCA notice including:

• Identification of the copyrighted work;
• Identification of the infringing material;
• Contact information;
• Good faith statement;
• Statement under penalty of perjury;
• Physical or electronic signature.

Signly reserves the right to remove allegedly infringing content.

16. Termination

You may terminate your account at any time.

Signly may suspend or terminate accounts for:

• Violations of these Terms;
• Fraudulent activity;
• Security risks;
• Non-payment;
• Legal compliance requirements.

Upon termination:

• Access to Services may cease immediately;
• Certain data may be deleted after applicable retention periods;
• Outstanding fees remain due.

17. Disclaimers

17.1 Waiver

You expressly and unconditionally waive any and all claims against Signly, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

• (a) any unauthorized person uses your username and/or password to access the Site with any result, including but not limited to posting or signing Documents or making changes in authorizations;
• (b) the Site is partially or totally inoperative or inaccessible;
• (c) use of the Site;
• (d) viruses or other malicious software are transferred to your computer or other device by using the Site;
• (e) there are bugs, errors or inaccuracies in the Site, Documents or the results produced by the Site;
• (f) third-party content, actions or inactions on or with respect to the Site;
• (g) a suspension or other action taken with respect to your account by Signly;
• (h) deletion, corruption or destruction of any of Your Data.

No waiver by Signly of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Signly in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

For purposes of this section, any reference to Signly shall include Signly’s Affiliates, shareholders, directors, officers, employees, agents and contractors.

18. Limitation of Liability

18.1 Miscellaneous

18.1 Independent Contractors

Signly is and will be deemed to be an independent contractor with respect to you in regard to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship between Signly and you.

18.2 Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. Signly may assign this Agreement, in part or whole, inclusive of Your Data and personal account information, without your consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

19. Indemnification

You agree to defend, indemnify, and hold harmless Signly and its officers, directors, employees, affiliates, contractors, and agents from any claims, damages, losses, liabilities, and expenses arising out of:

• Your use of the Services;
• User Content;
• Violation of these Terms;
• Violation of law;
• Infringement of third-party rights.

20. Dispute Resolution

Before filing a claim, the parties agree to attempt good-faith resolution.

Any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA).

Class actions, class arbitrations, and representative actions are prohibited.

You agree to bring claims only in your individual capacity.

Nothing prevents either party from seeking injunctive relief for intellectual property violations.

21. Fees

To the extent the Service or any portion thereof is made available for any fee, or you are a Client paying a Vendor or Business for goods or services via the Service, you will be required to provide Signly information regarding your credit card or other payment instrument. You represent and warrant to Signly that such information is true and that you are authorized to use the payment instrument. If you have registered for the Services via a subscription plan, you expressly acknowledge and agree that (a) Signly or Vendor or Merchant using Signly is authorized to charge your credit card or other payment instrument in accordance with the terms of your subscription plan for as long as your subscription continues, and (b) your subscription is continuous until you cancel it or Signly suspends or otherwise stops providing access to the site and/or Services in accordance with these terms. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. As a Vendor, you may be required to select a payment plan and you agree to pay a pre-selected percentage of money you receive from purchases made by Clients of your goods and services through the Service, and you will pay Signly a percentage of each such transaction, as set forth in further detail on the Service. If you dispute any charges by Signly you must let Signly know within thirty (30) days after the date that Signly charges you. If you dispute any charges by a Vendor, you must contact the Vendor directly. As a Vendor, if you agree to refund any fees to a Client, you are responsible and will pay Signly (and Signly may retain) any transaction costs associated with such refund. We reserve the right to change Signly’s prices. If Signly does change prices, Signly will provide notice of the change on the Site or in email to you, at Signly’s option, at least 30 days before the change is to take effect. If you have registered for the Services via a subscription plan, your subscription plan may be subject to fee adjustments, including automatic fee increases, during your subscription term in accordance with the terms of your subscription plan; and where a fee adjustment applies to you, we will charge or invoice you under the new price structure, starting with the next billing period in the subscription term, or otherwise in accordance with the terms of your subscription plan. Your continued use of the Service after the price change or fee adjustments becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Signly’s net income.

If you are located in Canada, Stripe, our payment processor, may obtain information from credit agencies to verify your identity and this information will be used in accordance with Stripe's Privacy Policy (https://stripe.com/en-ca/privacy).Payments Platform: Signly offers access to a payments platform through which you may process payment transactions with your Clients, Vendors, Businesses, or other parties with whom you transact (“Signly Payments”). We use Stripe, Inc. (“Stripe”) as our third party payments processor and platform provider to facilitate Signly Payments (the “Provider”). We reserve the right to change the Provider at any time, in which case you agree to take whatever steps as we may advise in order to migrate the Signly Payments service to another Provider.

Signly reserves the right to change pricing with at least 30 days’ notice via the Site or email. Your continued use of the Service after a price change constitutes agreement to pay the changed amount. You are responsible for all applicable service taxes except U.S. income taxes on Signly’s net income.

Chargebacks

To the extent you have received payment for goods or services through the Signly Platform (“Payee”) from or on behalf of a Client, Business or other party (“Payor”), the amount of a transaction may be charged back or reversed to Payee’s payment account (a “Chargeback”) if the transaction (a) is disputed by the Payor, (b) is reversed for any reason, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service. Payee shall owe Signly and will immediately pay Signly the amount of any Chargeback and any associated fees, fines, or penalties assessed by any processing financial institutions, or MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies.

Authorization to Charge Payment Methods on File: You, as Payee, authorize us to charge any payment method we have on file for you in the amount of any Chargeback; any other amount you owe us; any Losses we may incur relating to your transactions, your use of the Services, or your business; any obligations you owe us, including under these Terms of Service or any other agreement we have with you; or to fund the Reserve. To execute such charges, you expressly authorize us to (a) initiate individual or reoccurring debit entries to any bank account we have on file for you (e.g., ACH debits) and (b) charge any credit or debit card account we have on file for you. If any debit entry or charge is rejected, you agree to immediately pay the amount due directly to us and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount due is paid in full. We are not responsible for any amount you may incur from our charges, including overdraft and overlimit fees. Payment methods we have on file for you include payment methods you identify to us and payment methods we identify on our own. For purposes of this and the next section, “Losses” include Chargebacks, refunds, returns, shortfalls, adjustments, settlements, losses, liabilities, damages, fines, penalties, fees, costs and expenses.

22. Governing Law

These Terms shall be governed by the laws of the State of Georgia, without regard to conflict of law principles.

Any legal proceedings not subject to arbitration shall be brought exclusively in courts located in Fulton County, Georgia.

23. Changes to the Services

Signly may modify, suspend, or discontinue any portion of the Services at any time.

We are not liable for any modification, suspension, or discontinuation.

24. Changes to These Terms

We may update these Terms from time to time.

Updated versions will be posted on our website with a revised Effective Date.

Continued use of the Services constitutes acceptance of revised Terms.

25. Privacy

Your use of the Services is also governed by Signly's Privacy Policy, which is incorporated into these Terms by reference.

26. Export Compliance

You agree not to use the Services in violation of export control laws, sanctions programs, or trade restrictions.

27. Force Majeure

Signly shall not be liable for delays or failures caused by events beyond its reasonable control, including:

• Natural disasters;
• Cyberattacks;
• Government actions;
• Internet failures;
• Labor disputes;
• Utility interruptions.

28. Entire Agreement

These Terms, together with the Privacy Policy and any additional service-specific agreements, constitute the entire agreement between you and Signly.

29. Contact Information