1.This agreement
These Terms of Service (the “Terms”) are an agreement between eSignPro (“we”, “us”) and the organization that creates an eSignPro account (“you” or the “Customer”). They cover the eSignPro web application, the signing pages, the API and webhooks, and everything else we provide under an account (together, the “Service”).
You accept these Terms when you create an account, start a trial, or use the Service. If you are accepting for an organization, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Service.
The Data Processing Addendum forms part of these Terms. If you have signed an order form or other agreement with us for the Service, that document governs where it conflicts with these Terms.
2.Words we use
- User
- A person you invite to, or provision into, your account: an owner, an administrator or a sender.
- Signer
- Anyone you send a document to through the Service, whether to sign, approve or receive a copy. Signers do not need an account.
- Customer Content
- Everything you and your Users put into the Service: documents, templates, form fields, contact records, messages, branding, and what Signers enter while completing your documents.
- Plan
- The subscription tier your account is on, with the allowances and features shown on the pricing page when you choose it.
3.Your account and your Users
- Give us accurate registration and billing details, and keep them current.
- Users must be at least 18 and must keep their credentials to themselves. We strongly recommend turning on multi-factor authentication or passkeys, and single sign-on where your Plan includes it.
- You are responsible for everything done under your account, including by Users you invite and by integrations and API keys you create. Tell us straight away at security@esignpro.net if you think your account has been accessed without permission.
- Administrators on your account can see and manage the documents, templates and activity in it. Make sure your Users know that.
4.Plans, trials and billing
Plans and prices
Plans, their prices and their allowances are listed on the pricing page. Plans are billed per User or at a flat rate, as the Plan states, monthly or annually in advance. Prices exclude taxes such as sales and use taxes, which we add where the law requires. The Free plan does not expire.
Trials
A paid Plan may come with a free trial, once per organization. You add a payment method when the trial starts. When the trial ends, the paid Plan begins and the first period is charged to that payment method. If you cancel before the trial ends, or no usable payment method is on file when it ends, nothing is charged and your account moves to the Free plan. Your documents stay where they are.
Changing plans
An upgrade takes effect immediately and is prorated for the rest of the period. A downgrade takes effect at the next renewal. If a change leaves unused value from a period you have already paid for, we hold it as credit on your account and apply it to future invoices. Credit is not paid out in cash or refunded to a card.
Payment and late payment
You authorize us, and our payment processor Stripe, to charge your payment method for each period’s fees. Invoices not paid automatically are due within 7 days. If a payment fails we will retry it and tell you. While fees are overdue we may limit the Service to what the Free plan includes, after giving you notice; we will not delete your documents because an invoice is late.
Price changes
We may change a Plan’s price by giving you at least 30 days’ notice. The new price applies from your next renewal after the notice period, and you can cancel before then.
Refunds
Fees are not refundable except where these Terms say so (see section 8 on changes to the Service, and the Data Processing Addendum on objections to a subprocessor) or where the law requires a refund.
5.Allowances and limits
Each Plan includes allowances, such as signature requests per month, recipients per document, storage, API calls and text messages. When you reach one, the action that needs it is paused until the allowance resets at the start of your next period or you move to a Plan with more. We do not charge overage fees without your agreement.
The Service also has technical limits that keep it working for everyone, including a 25 MB limit per uploaded file and rate limits on sign-in, one-time codes and the API. Do not try to get around them.
6.Your content
You own your Customer Content. You grant us a limited, worldwide license to host, copy, transmit, display and process it only as needed to provide, secure and support the Service for you, and as the law requires. That license ends when the content is deleted under section 16.
We do not sell Customer Content, and we do not use it to train artificial intelligence models. We may use counts and measurements of how the Service is used, which do not identify you, your Users or your Signers, to run and improve it.
You are responsible for your Customer Content: that you have the right to upload and send it, that it is accurate, and that you have a lawful basis for any personal information in it and for sending it to each Signer. How we handle personal information is described in the Privacy Policy and the Data Processing Addendum.
7.Electronic signatures and your Signers
The Service records a Signer’s consent to sign electronically before it shows them your document, and keeps an audit trail and a SHA-256 hash of each completed document so it can be checked later. Those records are evidence; they are not a guarantee that a particular document is enforceable.
- You decide whether an electronic signature is appropriate for each document and each Signer. Some documents, such as wills and certain court and property documents, need a handwritten signature or extra formalities in some places. Our e-signature legality page is general information, not legal advice.
- You choose how Signers are identified — by a link sent to their email address, by a one-time code sent by text, or both. We do not otherwise verify who a Signer is.
- We are not a party to your documents or the transactions they record, and we do not review their content. A Signer’s question about a document is for you to answer.
- Signers who asked for a paper copy, or who want to withdraw their consent to sign electronically for future documents, will contact you. Deal with those requests promptly.
8.Availability and changes to the Service
We work to keep the Service available and to schedule maintenance for quiet times. Unless an order form gives you a service level agreement, we do not promise any particular uptime.
We improve the Service continually, which means features change. We will not materially reduce the core functionality of a paid Plan during a period you have already paid for. If we do have to remove something material from your paid Plan, we will give you notice and, if you cancel because of it, refund the fees you prepaid for the rest of that period.
9.Payments collected at signing
If you collect payments from Signers, those payments are processed by Stripe and settled into a Stripe account that you connect and control. Stripe’s own terms apply to that account, and Stripe may ask you to verify your identity and business.
You are the seller in every such transaction. You are responsible for the amounts you request, receipts, refunds, chargebacks and disputes, taxes, and Stripe’s fees. We are not a party to those transactions and do not hold the funds.
10.API, webhooks and integrations
- API keys are shown once, when you create them. Keep them secret; anyone holding a live key can act for your account within its scopes. Revoke a key you think is exposed.
- Use test-mode keys and the sandbox for development. Live-mode calls count against your allowances.
- We will give you reasonable notice before we remove or make a breaking change to a documented API endpoint or webhook, unless we must act sooner for security or legal reasons.
- If you connect a third-party service — Google Drive, Dropbox, your identity provider, your own email server or SMS account — you authorize us to exchange data with it on your behalf. That service is provided under its own terms, and we are not responsible for it.
11.Acceptable use
You must not use the Service, or let anyone else use it, to:
- break the law, or help anyone else break it;
- commit fraud, impersonate a person or business, or obtain a signature, payment or personal information by deception;
- send unsolicited bulk messages, or send documents to people who have no reason to expect them from you;
- upload malware, or content that infringes someone else’s rights, or that is abusive or threatening;
- probe, scan or test the Service’s security without our written permission (report vulnerabilities to security@esignpro.net instead), or interfere with its operation;
- get around allowances, rate limits or access controls, copy or reverse-engineer the Service except where the law allows it, or use it to build a competing product;
- resell or sublicense the Service unless we have agreed to it in writing.
If Customer Content or activity on your account breaches this section, we may remove the content or suspend the part of the Service involved, as described in section 16.
12.Privacy and security
We protect the Service and Customer Content with the measures described on our security page and in the Data Processing Addendum. When we process personal information in Customer Content, we do so as your processor under the Data Processing Addendum. When we handle information about you and your Users to run your account, the Privacy Policy applies.
13.Confidentiality
Each of us may receive the other’s non-public information: for us, your Customer Content; for you, anything about the Service we mark or describe as confidential. Each of us will use the other’s confidential information only for this agreement, protect it with at least reasonable care, and share it only with people who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the recipient, that the recipient already had or developed independently, or that the law requires the recipient to disclose (with notice to the other where the law allows).
14.Our property and your feedback
We and our licensors own the Service, including its software, design and documentation. These Terms give you the right to use the Service while your account is open; they do not transfer any ownership. If you send us ideas or feedback, we may use them without restriction or payment.
15.Third-party services
The Service relies on providers such as Stripe, and on the subprocessors listed in the trust center. We are responsible for the subprocessors we choose. We are not responsible for services you choose to connect, or for the email and phone networks that carry messages to your Signers once they leave our systems.
16.Suspension, cancellation and termination
Cancelling
You can cancel a paid Plan at any time from your billing settings. Cancellation takes effect at the end of the period you have paid for. After that you cannot send new documents until you choose a Plan again, but you can still sign in and download the documents and audit certificates you already have. To close your account entirely, email support@esignpro.net.
Suspension
We may suspend all or part of the Service for your account if fees are overdue after notice, if you breachsection 11, or if we reasonably need to in order to protect the Service, other customers or Signers, or to comply with the law. We will tell you why, limit the suspension to what the situation needs, and lift it once the cause is resolved. Where we can, we will warn you first.
Termination
Either of us may end this agreement if the other materially breaches it and does not fix the breach within 30 days of written notice, or immediately if the other becomes insolvent. We may also end it on notice if the law requires us to.
After your account closes
For 30 days after your account closes you can ask us for access to download your documents, audit certificates and other Customer Content. After that we delete Customer Content from our live systems within 60 days, and from backups as they expire, unless the law requires us to keep something longer. Sections that by their nature should survive the end of this agreement do, including section 4 (fees owed), section 6, section 13, section 14, section 17, section 18, section 19 and section 21.
17.Warranties and disclaimers
We will provide the Service with reasonable skill and care and substantially as described in its documentation. You confirm that your use of the Service, and your Customer Content, comply with the law and these Terms.
Except as these Terms expressly say, and to the extent the law allows, the Service is provided “as is”, and we give no other warranty, express or implied, including of merchantability, fitness for a particular purpose or non-infringement. We do not give legal advice, and we do not warrant that any document signed through the Service will be enforceable.
Rights the law does not let us exclude
Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, that you have under consumer protection law that cannot be excluded. Where our liability for failing to meet such a guarantee can be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.
18.Limits on liability
To the extent the law allows:
- neither of us is liable to the other for loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss, however it arises; and
- each party’s total liability arising out of or in connection with this agreement, in any twelve-month period, is limited to the fees you paid us for the Service in the twelve months before the event giving rise to the claim, or US$100 if that is greater.
These limits do not apply to your obligation to pay fees, to either party’s indemnity obligations under section 19, or to liability for fraud or wilful misconduct, or for death or personal injury caused by negligence.
19.Indemnities
Ours. We will defend you against any third-party claim that the Service, as we provide it, infringes that party’s intellectual property rights, and pay the damages and costs finally awarded against you. If such a claim is made or likely, we may modify the Service, get you the right to keep using it, or end the affected part and refund the fees you prepaid for it. We are not responsible for claims caused by Customer Content, by combining the Service with something we did not provide, or by your breach of these Terms.
Yours. You will defend us against any third-party claim arising from your Customer Content, from documents or payments you send through the Service, or from your breach of section 11, and pay the damages and costs finally awarded against us.
The party asking for protection must tell the other promptly, let it control the defence and any settlement (which may not admit fault on the protected party’s behalf without its consent), and give reasonable help.
20.Changes to these Terms
We may update these Terms. For a material change we will email the account’s owners at least 30 days before it takes effect; the change then applies from your next renewal. If you do not agree with it, you can cancel before it applies. Each version shows its effective date and version number at the top of this page.
21.General
- Governing law. These Terms are governed by the laws of the State of Delaware, United States, and each of us submits to the non-exclusive jurisdiction of the state and federal courts located in Delaware.
- Notices. We send notices to the email address of your account’s owners or billing contact. You send notices to legal@esignpro.net.
- Assignment. Neither of us may transfer this agreement without the other’s consent, except to a successor to substantially all of the relevant business, with notice.
- Events outside our control. Neither of us is liable for a delay or failure caused by events beyond our reasonable control, other than a failure to pay.
- Sanctions. You must not use the Service in breach of applicable export control or sanctions laws.
- Entire agreement. These Terms, the Data Processing Addendum and any order form are the whole agreement between us about the Service. If a provision is unenforceable, the rest still applies. Not enforcing a provision is not a waiver of it. We are independent contractors.
22.Contact
Questions about these Terms go to legal@esignpro.net. Billing questions go to billing@esignpro.net, and everything else to support@esignpro.net.