Terms & Conditions of gSignature
Last update: 16th of May 2024
Please read the following terms & conditions before using gSignatures.
You will be agreeing to, and will be bound by them through the continued use of gSignatures.
TABLE OF CONTENT
9. GSIGNATURE PARTNERS AND RESOLD SERVICES
- INTRODUCTION
gSignature is a service that manages Google Workspace Gmail Signatures. gSignature was created to create and update signatures for every user in the organization. Customize the look and feel of signatures to reflect brand and / or manage legal disclaimers with ease. In these terms & conditions (“Terms”) “we,” “us,” “our” or “gSignature” will refer to gSignature, and “you,” “your” and “Customer” will refer to you or the business entity or organization if you act on behalf of such entity or organization. You and any persons that you authorize to use gSignature Customer’s account may be referred to in these Terms as the “User.”
These Terms along with Privacy Policy and Data Processing Addendum (the “DPA”) incorporated herein, govern access and use of gSignatures and constitute the agreement (the “Agreement”) established by and between Mok Yok Group sp. z o.o. established in Poland, Św. Mikołaja 8-11 St., 50-125 Wrocław, entered in the Register of Entrepreneurs managed by the District Court for Wrocław - Fabryczna in Wrocław, VI Commercial Division of the National Court Register under Registry no. 0000503224, with share capital of 5.200,00 PLN, Tax Identification Number (NIP): 8971797577, State Register of Entities of National Economy (REGON) no. 022383863, and You.
Accepting this Agreement is a condition of provisioning our services to you. By completing the registration process, accessing or using the services You:
- acknowledge and agree that you have read, understood and accepted this Agreement (when you click to accept it)
- hereby represent and warrant that You are authorized to enter or act on behalf of the owner of the account, and bind to this agreement
- your use of the services is for commercial/business purposes only.
Please be informed that gSignatures are being made available to the Customer by one of gSignatures partners. All applicable commercial terms, including prices, are or shall be agreed directly between the Customer and the gSignatures partner with which the Customer has contracted and the Customer will make no payment directly to gSignatures.
This Agreement is effective between you and us on the earliest of the following: the day of your registration, access to or use of gSignatures (as further defined below), by executing an applicable order form (the “Effective Date”).
- GENERAL RULES
Please read these Terms of Service („Terms“) carefully before accessing or using gSignature as they contain the legal terms and conditions of using gSignature and create a legal commitment between you and the gSignature.
As our business evolves, we may modify these Terms or the Privacy Policy. If we make a material change to the Terms or the Privacy Policy, we will provide you with reasonable notice prior to the change taking effect by emailing to the address associated with Your User’s account. Any revisions to these Terms will become effective on the date set force in our notice, and all other changes will become effective on the date we publish the updated Terms. You can review the most current version of the Terms on our website. You agree that your use of gSignature after the date when the updated Terms come into effect establishes an agreement based on the amended Terms. If you do not agree to any modified Terms, you may no longer use gSignature.
In order to use gSignature in a business entity, you represent having the authority to act on behalf of your organization and to bind your organization to these Terms.
By using gSignature, you represent that you are in compliance with all applicable laws while using gSignature.
Please be aware that you are fully responsible and liable for all of your representatives using gSignature.
- FAIR USE POLICY
You may use gSignature only in accordance with these Terms and only for lawful purposes. You are responsible for any violations of applicable laws and the provisions of these Terms when using gSignature or when it is used by your users.
It is prohibited to provide in any way illegal content.
You shall not use gSignature for any purpose that is unlawful, abusive, deceptive, fraudulent, harassing, libelous, defamatory, threatening, or hateful, or in any other way that would violate any applicable law.
It is also strictly prohibited to send spam or marketing content in violation of applicable law or without the legally required advance consent from those recipients.
You are aware that utilizing gSignature in excess of what, in gSignature’s reasonable discretion, would be expected of normal business use is prohibited.
If at any time you breach these Terms, gSignature may elect to suspend, terminate, and/or cancel your gSignature account without any compensation.
- SECURITY
Upon the start of using gSignature, you will be asked to provide a password to access your account.
You acknowledge that logins used in gSignature are individual logins. For security reasons, we advise that all of your users have individual logins and passwords that should not be transferred or disclosed to other users or to any third persons.
You are responsible for maintaining adequate security and control of logins, passwords, or any other codes that you use to access the gSignature. You are responsible for keeping your mailing address and other registration data up to date in your profile. You are solely responsible for all use (whether or not authorized) of gSignature under your account, including for the quality and integrity of your customer data processed via gSignature.
You agree that gSignature will not be liable for any loss, cost, damages, or expenses resulting from any faults in maintaining the organization’s signatures in gSignature or maintaining the security of your password (either with or without the Customer’s knowledge).
- CONFIDENTIALITY
Confidential information means information that one party discloses to the other under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. Your data submitted, stored, sent or received via the services is considered confidential
Confidential information that comes into the possession of the parties in connection with these Terms shall be kept confidential and shall not be disclosed to any third party without the consent of the other Party.
The confidential information recipient may disclose it only to its affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
The above obligation shall not apply to any confidential information or part thereof which, as evidenced in writing:
- is, at the time of disclosure, of public domain or thereafter becomes of public domain through no violation of this agreement; and/or
- was in the lawful possession of the parties on a non-confidential basis prior to disclosure on the basis hereof, or
- is hereafter lawfully acquired through a third party in good faith under no obligation of confidentiality, or
- was or is hereafter independently developed by the parties without reference to any confidential information,
- is disclosed pursuant to mandatory provisions of law, however only for such purposes, to such extent and before such authorities as required by law,
- information which is independently developed by the data recipient without use or reference to the confidential information.
- PERSONAL DATA
You represent that you reviewed our Privacy Policy and understand that it sets forth how gSignature collects, processes, and uses personal data entered into gSignature. You are the owner of such data, and you are responsible for collecting personal data in compliance with all applicable law provisions.
You may download Data Processing Agreement signed by gSignatures at: [___]
- TECHNICAL REQUIREMENTS
Remember that email signatures are routed through your Google Workspace Gmail accounts. If you have any questions in regard to technical requirements or gSignature features please contact our support at support@gSignature.com
In order to use gSignature you need a Google Workspace working domain. The cost of the Google Workspace account or accounts should be covered by separate subscription plans provided by Google Workspace provider or its resellers.
You agree and accept that the quality of gSignature services may vary due to the quality of your internet connection. gSignature is not responsible for the low quality or unavailability of services caused by the inefficiency of your internet connection, your software or equipment (including Google Workspace) faults, or any faults or breakdowns of your internet provider.
- TECHNICAL SUPPORT
gSignature, during the Term, may provide technical support services, subject to additional fee paid by you. To use our support services please contact us at: support@gsignature.com
- GSIGNATURE PARTNERS AND RESOLD SERVICES
If you are using gSignature through one of our Partners, the Partner’s methods and conditions of payment (as agreed by you and the partner) shall apply.
Partner fees will apply and be payable directly to the partner and all prices for services will be solely determined between the Partner and You.
In terms of gSignature resold by partners Effective date means:
- either the start date described in the agreement with partner or
- if not specified in the agreement with the partner, the date gSignature makes the service available to you.
Terms provisions regarding the above mentioned aspects will not apply toward services resold by partners.
- TERM AND TERMINATION
- Agreement term
The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated below.
- Renewal
You may use gSignature with a flexible plan which means that you order services for monthly periods. At the end of each month, the Term will automatically renew for another month, unless canceled by you with 30 days' notice, effective at the end of the month. If you would like to quit using gSignature, please contact us at support@gsignature.com
- Termination for breach
To the extent permitted by applicable law, either party may terminate this agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 15 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
- Termination Due to Applicable Law
gSignature may terminate this Agreement and/or any applicable order form immediately on written notice if gSignature reasonably believes that continued provision of any service used by you would violate applicable law(s) or you have violated or caused gSignature to violate any anti-bribery laws or export control laws.
- Effects of termination or non-renewal
If these Agreement is terminated or not renewed, then
- all rights and access to gSignature will cease (including access to all data) and
- all fees owed by you to gSignature are immediately due.
Termination of non-renewal will not oblige gSignature to pay you any refund of any fees.
- FEES
- General
The fee:
- is charged for each user (according to your Google Workspace license amount) for whom you have not used the option to exclude the email address from the central update of signatures
- is charged on the last day of each calendar month
- is calculated with gSignatures’s measurement tools and any determination by gSignature for the purpose of calculating fees is final.
You have a right to exclude any number of users from the central signature management before the first signature installation.
Any partial day of services usage will be rounded up to a full day of services usage for the purposes of calculating fees.
- Pricing, currency and payment method
Using gSignature is subject to the currently effective price list available at the “PRICING” section. In some cases the price may be determined by individual email arrangements between parties with reservation that gSignature can negotiate prices with customers but is not obliged to do so.
All sums paid by you under these Terms shall be paid by credit card. You authorize gSignature to charge each payment to the credit or payment card you use to make your payments. You agree to maintain in your account at least one valid credit or payment card that expires no earlier than 20 days after your last payment due date. If we are not able to charge any payment to a card on file in your account or if you fail to pay on time, our remedies will include the right to block your ability to use gSignature, terminate the agreement, cancel your gSignature account and other means consistent with the applicable law, without any compensation.
In case of any late payments you may bear interest at the rate of statutory interest for late payment in commercial transactions (according to the Governing law), from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by gSignatures in collecting such delinquent amounts.
All payments will be received in USD, EUR or PLN. Any loss on conversions from other currencies incurred will be deducted from the total payment received.
All invoices and payment reminders shall be sent by gSignature exclusively in electronic form to your email.
gSignature may change the pricing with prior notice, including, without limitation, in the event of the expansion or changes of the scope of services. gSignature shall give you a 14-day period notice of all changes in the price list via email. Our pricing policy may include a free trial period. Remember that these Terms also apply to charge-free periods.
- Taxes
Unless expressly agreed otherwise, all fees are exclusive of all duties or taxes.
Customer is responsible for any taxes, and will pay gSignatures fee without any reduction for taxes. If gSignature is obligated to collect or pay any taxes, the taxes will be invoiced to you and you will pay such taxes to gSignatures, unless you provide us with a timely and valid tax exemption certificate in respect of those taxes.
You are obliged to:
- provide us with any applicable tax identification information that we may require under applicable law
- to pay (or reimburse gSignature for) any taxes, interest, penalties, or fines arising out of any of your mis-declaration in the above mentioned scope.
- COPYRIGHT
- General
After you accept these Terms, gSignature hereby grants you the personal, non-transferable right to use gSignature, solely for your business purposes.
gSignature and/or its licensors retains all rights, titles, and interests relating to or embodied in the service, including without limitation all intellectual property rights, technology, know-how, documentation, trade secrets, derivative works and copies relating thereto. Unless otherwise indicated, all of the content featured or displayed in gSignature including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof is owned by gSignature, its licensors, or its third-party partners. Copyright and other laws relating to the protection of intellectual property protect all elements of gSignature software.
All trademarks, brand names, product names, domain names, service marks and logos used in gSignature are the property of gSignature or third parties, and you may not use such trademarks or logos without the prior written consent of gSignature or the applicable third party. We or third parties (if applicable) retain all right, title and interest in, and to, above mentioned items, including all intellectual property rights. You are prohibited from using any of the marks for any purpose not explicitly granted under these Terms, without our prior express written consent.
Except as expressly stated in these Terms, these Terms do not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property.
- Your content
You acknowledge that you are solely responsible for your content used/put in within services and that you use it at your sole risk.
Please, be aware that we process your content only to the extent necessary to provide gSignature.
You warrant and represent that content used by you or you users within services does not:
- Infringe or violate, or would infringe or violate, any copyright, patent, trademark, service mark, trade name, trade secret, domain name or other intellectual property or proprietary right of any third party
- promote or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material;
- contain corrupted files, viruses, worms or any other similar data, programs or software that may damage or interfere with any data, information or system of any third party
- attempt to mislead others about your identity or is otherwise false or misleading.
- Links to third party websites
Our website may include links that will take you to other websites. Links are provided as a convenience, and neither gSignatures is, and under no circumstances shall be, responsible for the any content, product or service of any linked websites.
- DISCLAIMER
gSignature operates as a software as a service (SaaS) designed to manage Google Workspace Gmail Signatures. gSignature is provided on an “as is”, “as available” and “with all faults” basis and hereby gSignature excludes, to the fullest extent permitted by applicable law, any warranty, express or implied, in particular, we do not guarantee any increase of performance of your business.
The functions of gSignature are not warranted to be uninterrupted or without error. You shall not be reliant on the gSignature for any critical communication in the email signature.
gSignature does not guarantee compatibility of gSignature with other producers’ software. The user shall bear responsibility for the choice and consequences following the use of other software, including its applicability to the user’s objectives.
- LIMITATION OF LIABILITY
gSignature will not be liable for any damages of any kind arising from the use of gSignature and makes no representations or warranties of any kind concerning the work, express, implied, statutory, or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, or the absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not discoverable.
- Indirect liability
To the extent permitted by applicable law and subject to Section 10.3, gSignature will have any liability arising out of or relating to these Terms for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
- Amount of liability
gSignature total aggregate liability for damages arising out of or relating to these Terms is limited to gSignatures's earnings from you for a 12 month period (paid directly to gSignature or paid to signatures partners) before the event giving rise to liability.
- Unlimited liability
Nothing in these Terms excludes or limits either party's liability for:
- its fraud or fraudulent misrepresentation
- its obligations under Section 11
- its infringement of the other party's Intellectual Property Rights;
- its payment obligations under the agreement; or
- matters for which liability cannot be excluded or limited under applicable law.
- INDEMNIFICATION
You hereby agree to indemnify and hold gSignature and its subsidiaries, employees, affiliates, officers, agents, partners, and licensors harmless from and against any and all third-party demands, claims, liability, loss, and expenses including damage awards, settlement amounts, and reasonable legal fees brought against gSignature or any of the above-mentioned person(s), arising out of, related to or which may arise from your access to or use of gSignature, your breach or alleged breach of these Terms, license or your violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by you.
- FINAL PROVISIONS
- Survival
The provisions set forth in the following sections, all of Yours payment obligations hereunder, and any other right or obligation of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: provisions regarding payment terms, intellectual property rights, confidential information, effects of termination, disclaimer, limitation of liability, indemnification, miscellaneous.
- Parties relationship
Each party is an independent contractor. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Publicity
Notwithstanding each party’s confidentiality obligations hereunder, gSignature may include Yours name and logo in lists of customers on its website and in any sales or marketing materials or advertising.
- Notices
In matters other than those arising from the contract concluded by You with an gSignature partner, you can contact us at: contact@gsignature.com.
Written notices also means email notification sent by gSignature or notification from gSignature made available to you in the service.
- Headings
The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
- Entire agreement
These Terms sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of these Terms. In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this agreement.
- Assignment
You shall not assign or otherwise transfer any of its rights or obligations under these Terms without gSignature’s prior written consent. Any purported assignment or transfer in violation of this section is void. This agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
All of our rights and obligations under the Terms are freely assignable by gSignature to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. In the event of such an assignment, these Terms will continue to govern your relationship with such third parties.
gSignature may subcontract obligations under these Terms but will remain liable to you for any subcontracted obligations.
- Force Majeure
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
- Severability
If any part of these Terms is invalid, illegal, or unenforceable, the rest of it will remain in effect.
- No Third-Party Beneficiaries
These Terms do not confer any benefits on any third party unless it expressly states that it does.
- Governing Law
All disputes arising in connection with these Terms shall be primarily resolved amicably. You agree that all disputes you have with gSignature in connection with Terms that cannot be amicably resolved shall be governed by the law of gSignature’s registered office and submitted for resolution by the Court of Law at the location of gSignature’s registered office.
- Modifications
We may make commercially reasonable changes to the services from time to time.
We may also change this Agreement from time to time and will post any such changes at: gsignature.com/terms-of-service[__]. These changes will be applicable if you use the services after such a change and this usage of services will constitute acceptance of changes.
gSignature may make changes to Agreement and the content of any links and URLs at any time.
For clarity, gSignatures’s provision of an updated URL in place of any URL will not constitute an amendment to or modification of the terms of these Agreement.
- No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
- Equitable Relief
Except as expressly set forth herein with respect to sole remedies, nothing in these Terms limits either party’s ability to seek equitable relief.
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