Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ColoSign, Inc. ("ColoSign," "we," "us," or "our") governing your access to and use of the ColoSign electronic signature platform, including our website, applications, and related services (collectively, the "Service").

By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any of these terms, you are expressly prohibited from using or accessing our Service and must discontinue use immediately.

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through the Service. Your continued use of the Service after such modifications constitutes your acceptance of the updated Terms.

2. Description of Service

ColoSign provides a cloud-based electronic signature platform that enables users to:

• Create, upload, and manage digital documents and contracts
• Send documents to recipients for electronic signature
• Sign documents electronically with legally binding signatures
• Track document status and signing progress
• Store signed documents securely in the cloud
• Generate audit trails and certificates of completion
• Integrate with third-party applications and services
• Access API functionality for custom implementations

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, for any reason including but not limited to maintenance, updates, or business decisions. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use our Service, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Service under applicable laws
• Provide accurate, complete, and current information during registration
• Represent a legitimate business or individual entity

3.2 Account Creation and Security

When you create an account, you agree to:

• Provide accurate, complete, and current registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your account credentials
• Not share your account with others or allow others to access your account
• Immediately notify us of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account
• Use a strong, unique password and enable multi-factor authentication when available

3.3 Account Types

We offer different account types (Free, Professional, Business, Enterprise) with varying features, limits, and pricing. You are responsible for selecting the appropriate account type for your needs and ensuring compliance with the usage limits of your plan.

3.4 Account Termination

Accounts are non-transferable and may not be sold, shared, or assigned to others. We reserve the right to refuse service, terminate accounts, or remove content at our sole discretion, with or without cause, and with or without notice.

4. Acceptable Use Policy

You agree to use ColoSign only for lawful purposes and in accordance with these Terms. You expressly agree not to:

4.1 Prohibited Activities

• Use the Service for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable local, state, national, or international law or regulation
• Send unsolicited bulk emails, spam, or documents to recipients without consent
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with, disrupt, or create an undue burden on the Service or servers
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Collect, harvest, or scrape information about other users without their consent
• Use automated systems (bots, scrapers) to access the Service without authorization
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Create derivative works based on the Service without our written permission

4.2 Prohibited Content

You may not upload, transmit, or share content that:

• Is fraudulent, misleading, deceptive, or false
• Infringes on intellectual property rights of others
• Contains hate speech, harassment, or discriminatory content
• Promotes violence, illegal activities, or self-harm
• Contains explicit sexual content or child exploitation material
• Violates privacy rights or contains personal information without consent
• Contains confidential information you are not authorized to share
• Violates export control or sanctions regulations

4.3 Compliance with Anti-Spam Laws

You must comply with all applicable anti-spam laws, including but not limited to:

• CAN-SPAM Act (United States)
• GDPR (European Union)
• CASL (Canada)
• PECR (United Kingdom)
• Spam Act (Australia)

Violation of our Acceptable Use Policy may result in immediate suspension or termination of your account without refund, and we may report violations to appropriate authorities.

5. Electronic Signatures and Legal Validity

5.1 Legal Framework

ColoSign's electronic signatures are designed to comply with:

• U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act)
• Uniform Electronic Transactions Act (UETA)
• European Union eIDAS Regulation
• Similar electronic signature laws in other jurisdictions

5.2 Consent to Electronic Transactions

By using our Service, you acknowledge and agree that:

• Electronic signatures have the same legal effect as handwritten signatures
• You consent to conduct transactions electronically
• You have the necessary hardware and software to access electronic documents
• You can print or download documents for your records
• You may withdraw consent to electronic transactions at any time by contacting us

5.3 User Responsibilities

You are solely responsible for:

• Determining whether electronic signatures are appropriate for your specific use case
• Ensuring compliance with applicable laws in your jurisdiction
• Verifying the identity of signers when necessary
• Obtaining necessary consents from all parties to a transaction
• Maintaining copies of signed documents for your records
• Understanding that certain documents may require additional formalities beyond electronic signatures

5.4 Audit Trails and Evidence

We provide comprehensive audit trails that include:

• Timestamps for all signing events
• IP addresses of signers
• Authentication methods used
• Document viewing and signing history
• Certificates of completion

These audit trails are designed to provide evidence of the signing process, but we make no guarantees about their admissibility or weight in legal proceedings.

6. Intellectual Property Rights

6.1 ColoSign's Intellectual Property

The Service and all its components, including but not limited to software, designs, text, graphics, logos, icons, images, audio clips, video clips, data compilations, and the compilation thereof (collectively, "ColoSign Content"), are owned by ColoSign or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

ColoSign®, the ColoSign logo, and other marks are trademarks or registered trademarks of ColoSign, Inc. You may not use these marks without our prior written permission.

6.2 Limited License to Use Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes. This license does not include any right to:

• Resell, redistribute, or sublicense the Service
• Modify, adapt, or create derivative works
• Reverse engineer or decompile the Service
• Remove or alter proprietary notices
• Use the Service to build a competitive product

6.3 Your Content

You retain all ownership rights to the documents, content, and data you upload to the Service ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to:

• Store, process, and transmit your User Content as necessary to provide the Service
• Create backup copies for disaster recovery purposes
• Display your User Content to recipients you designate
• Use aggregated, anonymized data for analytics and service improvement

This license terminates when you delete your User Content or close your account, except for backup copies retained for legal or operational purposes.

6.4 Feedback and Suggestions

If you provide us with feedback, suggestions, or ideas about the Service, you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without any obligation to you.

7. Subscription Plans and Payment Terms

7.1 Subscription Plans

ColoSign offers various subscription plans with different features, usage limits, and pricing:

• Free Plan: Limited features and usage for individual users
• Professional Plan: Enhanced features for individual professionals
• Business Plan: Team collaboration features for small to medium businesses
• Enterprise Plan: Custom solutions with advanced features and support

Current pricing and plan details are available on our website. We reserve the right to modify our plans and pricing at any time.

7.2 Payment and Billing

By subscribing to a paid plan, you agree to:

• Pay all fees associated with your chosen plan
• Provide accurate, complete, and current billing information
• Authorize us to charge your payment method for all fees
• Update your payment information promptly if it changes
• Pay any applicable taxes (sales tax, VAT, GST, etc.)

7.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annually) unless you cancel before the renewal date. You will be charged the then-current rate for your plan. We will provide at least 30 days' notice of any price increases for existing subscribers.

7.4 Cancellation and Refunds

• You may cancel your subscription at any time through your account settings
• Cancellations take effect at the end of the current billing period
• You will retain access to paid features until the end of the billing period
• We do not provide refunds for partial subscription periods, except as required by law
• If we terminate your account for violation of these Terms, you are not entitled to a refund

7.5 Free Trials

We may offer free trials of paid plans. At the end of the trial period, you will be automatically charged for the subscription unless you cancel before the trial ends. We reserve the right to limit free trial eligibility and modify or discontinue free trials at any time.

7.6 Overages and Usage Limits

Each plan has specific usage limits (e.g., number of documents, signatures, API calls). If you exceed your plan's limits, we may:

• Charge overage fees as specified in your plan
• Temporarily restrict access until you upgrade or the next billing period
• Contact you to discuss upgrading to a higher plan

8. Service Level and Availability

8.1 Service Availability

While we strive to provide reliable, uninterrupted service, we do not guarantee that the Service will be available at all times or that it will be error-free. The Service may be unavailable due to:

• Scheduled maintenance and updates
• Emergency maintenance or security patches
• Technical difficulties or system failures
• Third-party service provider outages
• Force majeure events beyond our control

8.2 Service Level Agreement (SLA)

For Enterprise customers, we offer a separate Service Level Agreement that guarantees specific uptime percentages and provides service credits for downtime. Contact our sales team for SLA details.

8.3 Maintenance and Updates

We perform regular maintenance to improve the Service. We will attempt to schedule maintenance during off-peak hours and provide advance notice when possible. Emergency maintenance may be performed without notice.

9. Data Backup and Retention

9.1 Our Backup Practices

We maintain regular backups of our systems to protect against data loss. However, you are responsible for maintaining your own copies of important documents. We recommend:

• Downloading and storing critical documents independently
• Maintaining backup copies of documents before uploading
• Regularly exporting your data using our export features

9.2 Data Retention

We retain your data according to your account settings and legal requirements:

• Active accounts: Data retained indefinitely while account is active
• Deleted accounts: Personal data deleted within 90 days, except as required by law
• Signed documents: Retained for 7 years by default (configurable in account settings)
• Audit trails: Retained for 10 years for legal compliance

9.3 Data Export

You can export your data at any time through your account settings. We provide data in standard formats (PDF, JSON, CSV) for portability.

10. Disclaimers and Warranties

10.1 "AS IS" and "AS AVAILABLE" Basis

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.2 No Warranty of Accuracy or Reliability

We do not warrant that:

• The Service will meet your specific requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Service will be accurate or reliable
• Any errors or defects in the Service will be corrected
• The Service is free from viruses or other harmful components

10.3 Third-Party Services

The Service may integrate with or rely on third-party services. We are not responsible for the availability, accuracy, or reliability of third-party services, and we disclaim all warranties related to such services.

10.4 Legal Advice Disclaimer

ColoSign does not provide legal advice. The Service is a tool for creating and managing electronic signatures, but we do not advise on the legal validity or appropriateness of electronic signatures for your specific situation. Consult with a qualified attorney for legal advice.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLOSIGN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Loss of goodwill or reputation
• Cost of substitute services
• Any other intangible losses

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not we have been advised of the possibility of such damages.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

11.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless ColoSign, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property or privacy rights
• Your User Content or any content you upload to the Service
• Any fraudulent, negligent, or wrongful conduct by you

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

13. Termination

13.1 Termination by You

You may terminate your account at any time by:

• Canceling your subscription through account settings
• Contacting our support team to request account closure
• Following the account deletion process in your account settings

Upon termination, you will lose access to the Service and your data. We recommend exporting your data before closing your account.

13.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms or our policies
• Non-payment of fees
• Fraudulent, abusive, or illegal activity
• Excessive use that impacts service quality for other users
• At our sole discretion for any other reason

13.3 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• You remain liable for all fees incurred prior to termination
• We may delete your data according to our retention policies
• Provisions that by their nature should survive termination shall remain in effect (including intellectual property rights, disclaimers, limitations of liability, and indemnification)

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Miami, Florida, and shall be conducted by a single arbitrator.

The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator awards costs and fees to the prevailing party.

14.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights or prevent unauthorized access to the Service. Small claims court actions are also exempt from arbitration.

14.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND COLOSIGN INDIVIDUALLY. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

14.5 Jurisdiction and Venue

For any disputes not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.

15. Export Compliance

The Service may be subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. You represent and warrant that:

• You are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country
• You are not listed on any U.S. government list of prohibited or restricted parties
• You will not use the Service for any purposes prohibited by U.S. law, including development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons

16. Government Use

If you are a U.S. government entity or using the Service on behalf of a U.S. government entity, the Service is a "Commercial Item" as defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with these regulations, the Service is provided with only those rights as are granted to all other users under these Terms.

17. Miscellaneous Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Service, constitute the entire agreement between you and ColoSign regarding the Service and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of ColoSign.

17.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign or transfer these Terms or our rights and obligations without restriction. Any attempted assignment in violation of this section shall be void.

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17.6 Notices

We may provide notices to you via email, regular mail, or postings on the Service. Notices to ColoSign should be sent to legal@colosign.com or our mailing address listed below. Notices are deemed received when sent by email, three days after mailing, or immediately upon posting on the Service.

17.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and ColoSign. You have no authority to bind ColoSign or make commitments on our behalf.

17.8 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law provisions.

18. Changes to Terms

We reserve the right to modify these Terms at any time for any reason. When we make material changes, we will:

• Update the "Last updated" date at the top of these Terms
• Notify you by email (to the address associated with your account)
• Display a prominent notice on the Service
• Require your acceptance for material changes that significantly affect your rights

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and may cancel your account.

We recommend reviewing these Terms periodically to stay informed of any updates.

19. Contact Information

If you have questions, concerns, or feedback about these Terms of Service, please contact us: support@colosign.com