This RCDevs YumiSign License Agreement (“Agreement”) executed by and between RCDevs Identity SA having his principal place of business at 1 Boulevard du Jazz, L-4370, Esch-sur-Alzette, Luxembourg (“RCDevs”, “we”, “us,” and “our”) and you (the “Customer”, “you” and “your”)
entitles the Customer to use the YumiSign Service defined in clause 1 below, subject to the terms and conditions mentioned below.
RCDevs and the Customer are here below collectively and individually referred to as the “Parties” or “Party”.
IMPORTANT: READ CAREFULLY:
By using YumiSign Service you fully accept the present Agreement. If you do not agree, you shall not use the YumiSign Service.
“Customer Data” means any content, Contents, materials, data and information that Customer enters into the YumiSign Service or data that is generated from Customer’s use of the YumiSign Service, including, but not limited to, any personal data about Customer, Signature Project signers and information contained in Content.
“Documentation” means YumiSign’s then-current technical and functional documentation for the YumiSign Service as made generally available by RCDevs.
“YumiSign Service” means the services that can be accessed on the Site by Customer pursuant to the Agreement as online display, certified delivery, acknowledgement, electronic signature, and storage services for Content via the Internet.
“Content” refers to all contents you upload, create, submit, distribute, received, and/or post to the Services including but not limited to a contract, notice, disclosure, or other record or document deposited into or received from the YumiSign Service by Customer for processing.
“YumiSign Signature” or “YumiSign Signatures” means the on-demand YumiSign Service electronic signature.
“Site” means the web site of YumiSign located at yumisign.com, and other select YumiSign domains owned by RCDevs.
“System” means the hardware, software and equipment used by RCDevs or its agents to make available the YumiSign Service via the Internet.
“Signature Project” means the YumiSign workflow which consists in the management of a document signature process.
“Started Signature Project” means a Signature Project when its status value is ‘started’.
“Completed Signature Project” means a Signature Project when its status value is ‘completed’.
“Expired Signature Project” means a Signature Project when its status value is ‘expired’.
“Cancelled Signature Project” means a Signature Project when its status value is ‘cancelled’.
“Not Started Signature Project” means a Signature Project when its status value is ‘not started’.
“Started Signature Project” means a Signature Project when its status value is ‘started’.
“Declined Signature Project” means a Signature Project when its status value is ‘declined’.
“Maximum Free Signature Projects” means the maximum number of Signature Projects you can start at no cost.
2. Right to use
The YumiSign Service is offered subject to your acceptance of the terms and conditions contained in this Agreement and in all other operating rules, policies and procedures that may be published from time to time by RCDevs related to the YumiSign Service, which shall be incorporated herein by reference.
Subject to your compliance with the terms and conditions of this Agreement, RCDevs grants to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access YumiSign Service and the Documentation.
3. The scope of use of the Services
a) Your Account – To sign up, access and/or use the YumiSign Service, you must create an account (an “Account”). The creation of your Account requires you to (i) accept the terms and conditions of this Agreement, (ii) provide your electronic mail address, (iii) provide your full name, (iv) provide your mobile phone number, (v) provide your country, and (vi) submit any other form of authentication required during the registration process, as determined by RCDevs in its sole and absolute discretion.
You shall not use the electronic mail and/or mobile phone of another person without the authorisation of this person.
You must provide accurate and complete information and keep your Account information updated. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate the terms of this Agreement we may terminate your Account immediately.
You must notify us immediately of any change in your eligibility to use the YumiSign Service, breach of security and/or unauthorized access to and/or use of your Account. You should never publish, distribute and/or post login information for your Account.
You agree not to create an Account and/or use the YumiSign Service if you have been previously removed by us and/or banned from the YumiSign Service.
You agree that RCDevs will not be liable for any acts and/or omissions by you, including without limitation any damages of any kind incurred as a result of such acts and/or omissions.
You agree that RCDevs will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the YumiSign Service.
The sign in to your Account requires a secure authentication. You agree that RCDevs is not responsible for delivery problems of push notifications, sms or electronic mails.
b) The Content – YumiSign Service allows you to create Signature Projects and initiate electronic signature workflows. You will deposit Content into the YumiSign Service for processing. Nothing in this Agreement may be construed to make RCDevs a party to any Content processed through YumiSign Signature, and RCDevs makes no representation or warranty regarding the transactions sought to be effected by any Content.
You have exclusive control over and responsibility for the content, quality, and format of any Content. Content stored by YumiSign Service on the System are maintained in an encrypted form, and RCDevs has no control of or access to their contents.
Certain types of agreements and documents may be excepted from electronic signature laws, or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. RCDevs is not responsible for determining whether any particular Content is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) whether it can be legally formed by electronic signatures.
RCDevs is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, RCDevs is not responsible for providing Contents or other documents to third parties.
Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more consumers, such as requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. RCDevs does not and is not responsible to: (i) determine whether any particular transaction involves a consumer; (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) otherwise to comply with any such special requirements; and (vii) Customer undertakes to determine whether any consumer is involved in any Content that the Customer presented for processing, and, if so, to comply with all requirements imposed by law on such Content or their formation.
c) The YumiSign storage – YumiSign Service allows you to archive signed documents of your Completed Signature Projects on the System. However, the space of the storage allocated to you is limited and RCDevs may, at its sole discretion, change this limit at any time. Customer may retrieve and store copies of contents for storage outside of the System at any time and may delete contents from the System at its own discretion.
If you reach the storage space that YumiSign Service allocates to you, you will not be authorized to upload new documents to initiate Signature Projects.
If, for any reasons, you use more storage than the storage space that YumiSign Service allocates to you, RCDevs will, at its sole discretion, delete contents of your Account.
RCDevs may, at its sole discretion, (i) archives automatically the signed documents of the completed Signature Projects and/or, (ii) deletes Not Started, Started, Declined, Expired and Cancelled Signature Projects and its documents from the System immediately and without notice upon cancelation of expiration of the Signature Project.
RCDevs reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the YumiSign Service, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data down and/or uploaded and/or any other criteria RCDevs may specify. Any content and/or materials which exceeds any such limit, will be deleted and/or not accepted for such storage, without liability to RCDevs.
RCDevs shall not be liable for any loss, deletion, removal and/or failure of delivery to the intended recipient of content, whether caused by computer virus, unauthorized access and/or otherwise. You are encouraged to retain a back-up copy of all Content and you undertake that you shall do so in respect of all uploaded Content. RCDevs reserves the right to deny access to this Site and delete Content at any time without notice.
d) Other storage – The YumiSign Service proposes you to store your Content on third parties storage. RCDevs is not responsible for the services proposed by such third parties and the storage proposed by such parties is not a subject matter of this Agreement. You must contact the third party to know its terms and conditions of use and purchase.
e) Signature Packs – You can use the YumiSign Service freely for non commercial purpose and for a number of Signature Projects lower than the Maximum Free Signature Projects authorized by YumiSign Service. RCDevs may, at its sole discretion and without any notice, change the Maximum Free Signature Projects.
If you use the YumiSign Service for commercial purpose or if you need to manage more Signature Projects than the Maximum Free Signature Projects, you must purchase packs of YumiSign Signatures available on the YumiSign web store.
f) Exclusion – Apple and Google not proposing SLA to their customers for push notifications, push notifications delivery problems you encounter when using the push notifications are not a subject matter of this Agreement.
The OpenOTP software token you used is not a subject matter of this Agreement.
SMS or e-mail messages delivery problems you encounter when using SMS or e-mail message delivery are not a subject matter of this Agreement.
4. Customer Obligations and Restrictions on License
You shall not, and shall not permit others to, do the following with respect to the YumiSign Service:
use the YumiSign Service or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds your authorized use or usage metrics set forth in this Agreement
license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the YumiSign Service or Documentation available for access by third parties except as otherwise expressly provided in this Agreement
reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the YumiSign Service or technologies
use the YumiSign Service or Documentation in a way that (i) violates or infringes upon the rights of a third party, including those pertaining to contract, intellectual property, privacy or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene
interfere with or disrupt the integrity, operation or performance of the YumiSign Service or interfere with the use or enjoyment of it by others by, among other things, using it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or circumvent or disclose the user authentication or security of the YumiSign Service or any host, network, or account related thereto or use any aspect of the YumiSign Service other than those specifically identified on the Site.
5. Suspension of Access
RCDevs may suspend any use of the YumiSign Service, or remove or disable any Account or Content that RCDevs reasonably and in good faith believes violates this Agreement. RCDevs will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless RCDevs reasonably believes that: (i) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (ii) it is necessary to delay notice in order to prevent imminent harm to the YumiSign Service or a third party. Under circumstances where notice is delayed, RCDevs will provide the notice if and when the related restrictions in the previous sentence no longer apply.
6. Intellectual Property Ownership, Reservation of Rights
Title, copyright, ownership rights, and any other intellectual property rights in and to YumiSign Service, including its Documentation, and each copy thereof are and shall remain the only and absolute property of RCDevs. Except as expressly stated herein, this Agreement does not grant the Customer any intellectual property rights in the YumiSign Service and all rights not expressly granted are reserved by RCDevs.
You hereby assign to RCDevs all right, title, and interest in and to any recommendations, suggestions, enhancement requests or other feedback provided by you to RCDevs concerning the YumiSign Service (“Feedback”), and RCDevs is free to make unrestricted use of the Feedback without any necessity of payment to you.
7. Commencement and End of the Agreement
Term. The term of this Agreement begins on the date you accept it and continues until the removal of your Account by you or by us. If you wish to terminate your Account, you may delete your Account by following the instructions through your Account. We may terminate your Account and/or your access to and/or use of all or any part of the YumiSign Service at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of your Content from the System. You agree that RCDevs will not be liable to you or to any third party for such removal.
Effect of Termination. If this Agreement expires or is terminated for any reason: (a) any and all of your liabilities to RCDevs that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the YumiSign Service and intellectual property will immediately terminate; (c) RCDevs’ obligation to provide any further services to you under this Agreement will immediately terminate.
8. Customer indemnification obligations and waiver
Indemnification. You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to: (i) your use and/or inability to use the YumiSign Services; (ii) your Content; (iii) your violation of the terms of this Agreement; (iv) your violation of any rights of a third party through use of the YumiSign Service; (v) the nature and content of all customer data processed by the YumiSign Service; (vi) fraud you commit and/or your intentional misconduct and/or negligence (vii) your interaction with any other user; and/or (viii) your use of the YumiSign Service that is in violation of any applicable privacy law.
Waiver. You hereby forever discharge and release us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to: (i) the YumiSign Services; (ii) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the YumiSign Services, whether caused by us or any user of the YumiSign Services, or by any of the equipment or programming associated with or utilized in the YumiSign Services; (iii) the conduct, whether online or offline, of any user; (iv) any injury, loss or damage caused by another user or user content posted on the YumiSign Services, whether online or offline; and (v) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the YumiSign Services users’ communications.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RCDEVS, HIS OFFICERS, EMPLOYEES AND/OR LICENSE PROVIDERS BE HELD LIABLE TO YOU OR ANYONE ELSE FOR ANY LOST PROFIT, REVENUE, SAVINGS AND/OR SALES, AND/OR FOR ANY LOSS OF DATA, AND/OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS AND/OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND/OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, PUNITIVE, SPECIAL AND/OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE SOFTWARE, EVEN IN THE EVENT THAT RCDEVS OR HIS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES AND BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF RCDEVS, HIS OFFICERS, HIS EMPLOYEES AND/OR LICENSE PROVIDERS IN SUCH CIRCUMSTANCES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO RCDEVS IN CONNECTION WITH THE YUMISIGN SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
10. Disclaimer of warranties
THE CUSTOMER ACKNOWLEDGES THAT THE YUMISIGN SERVICE, DOCUMENTATION AND SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER RCDEVS, HIS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. RCDEVS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE FROM RCDEVS OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE YUMISIGN SERVICE, DOCUMENTATION AND SITE WILL COMPLY WITH THE CUSTOMER’S REQUIREMENTS OR THAT THE YUMISIGN SERVICE OPERATION, DOCUMENTATION AND SITE WILL BE SMOOTH AND FREE OF ERRORS, OR COMPATIBLE WITH PRE-EXISTING EQUIPMENT OR SOFTWARE. YOU ASSUME FULL LIABILITY AND RISK FOR SELECTION OF THE YUMISIGN SERVICE TO ACHIEVE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE AND RESULTS THAT YOU WILL ACHIEVE WITH THE YUMISIGN SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT RCDEVS UNDERTAKES WARRANTY FOR ONLY THAT WITHIN THE EFFECT OF THIS AGREEMENT, THE YUMISIGN SERVICE WILL GENERALLY PROVIDE THE FUNCTIONS DETERMINED IN THE DOCUMENTATION.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE YUMISIGN SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RCDEVS AND/OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY.
11. Customer Warranties
You hereby represent and warrant to RCDevs that: (a) you have all requisite rights and authority to use the YumiSign Service under this Agreement and to grant all applicable rights herein; (b) you are responsible for all use of the YumiSign Service associated with your Account; (d) you agree to immediately notify us of any unauthorized use of your Account of which you become aware; (e) you agree that RCDevs will not be liable for any losses incurred as a result of a third party’s use of your Account, regardless of whether such use is with or without your knowledge and consent; (f) you will use the YumiSign Service for lawful purposes only and subject to this Agreement; (g) any information you submit to YumiSign Service is true, accurate, and correct; and (h) you will not attempt to gain unauthorized access to the System or the YumiSign Service, other accounts, computer systems, or networks under the control or responsibility of RCDevs through hacking, cracking, password mining, or any other unauthorized means.
12. No Further Obligations
This Agreement imposes no obligations on RCDevs except for the obligations specifically listed in this Agreement.
13. Applicable Law
This Agreement shall be governed by and construed in accordance with the Luxembourg law. You expressly agree that exclusive jurisdiction for any claim or dispute with RCDevs or relating in any way to your use of the YumiSign Service resides in Luxembourg and you further agree and expressly consent to the exercise of the personal jurisdiction in courts of competent jurisdiction in Luxembourg in connection with any such dispute or claim.
14. General Provisions
If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein.
This Agreement represents the single and entire Agreement between RCDevs and you concerning the subject matter hereof.
During the term of this Agreement, RCDevs will collect some personal data such as your name, your electronic mail, your address, your phone number and your location for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. You expressly consents to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. Any person concerned by such private data collection can contact RCDevs anytime at email@example.com to access, modify or delete one’s information.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with any YumiSign Service (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the Site or through any RCDevs services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing.
You allow RCDevs to list and disclose your company name for marketing purposes.
Force Majeure. Except for payment obligations, neither RCDevs nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, pandemic, terrorism, and governmental action.
Assignment. You may not assign your rights under the terms of this Agreement to any other party without RCDevs’ express prior written consent. RCDevs may assign its rights under the terms of this Agreement without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Survival. All provisions of the terms of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.
17. Amendments to this Agreement
RCDevs may at any time amend, delete or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the Site. It is your responsibility to review the terms of this Agreement frequently and to remain informed of any changes to them. A Change will be made unilaterally by RCDevs and you will be deemed to have accepted the Change. If you do not agree with the Change, you shall not use the YumiSign Service after the effective date of the Change. The then-current version of the terms will supersede all earlier versions. You agree that your continued use of the YumiSign Service after such Change have been published will constitute your acceptance of such revised terms and operating rules, policies and/or procedures.