The following terms and conditions constitute an indivisible part of the agreement entered into between you as the end user of the Namirial SRL website or services called eSignAnyWhere (collectively, “Services”), including any applications, sample files, scripts, instruction sets, and any related documentation (collectively, “Software”) and Namirial in the context of purchasing and use of Namirial Services and Software.
The following terms and conditions shall apply to all claims inferable by reason of law between you and Namirial. By accessing, using or downloading the Namirial Services and Software you express your explicit approval of these terms and conditions.
If you have entered into another agreement (collectively, “Additional Terms”) with Namirial concerning specific Services or Software, then the terms of that agreement controls where it conflicts with these terms.
1. Assignment of Privileges
Namirial grants you a personal, limited, non-exclusive and non-transferable license to access and use Namirial Services and Software only as expressly permitted in these Licensing Terms and Conditions. You shall not use Namirial Services and Software for any illegal purpose or in any manner inconsistent with the provisions of these Licensing Terms and Conditions. Namirial grants you permission to display, copy, distribute and download content and materials on Namirial Services and Software provided that you:
- (1) retain all copyright and other proprietary notices on the content and materials;
- (2) use them solely for private or business purposes;
- (3) do not modify them in any way.
Any violation by you of the license provisions contained in this Section 1 may result in the immediate termination of your right to use Namirial Services and Software, as well as potential liability for copyright infringement depending on the circumstances.
You must not misuse the Namirial software, services or content that we provide to you as part of the Services. For example, you must not:
- falsely state, misrepresent, or conceal your affiliation with another person or entity;
- copy, modify, host, sublicense, or resell the Namirial software or services, or content;
- decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Namirial SRL;
- enable or allow others to use the service, software, or content using your account information;
- access or attempt to access the software by any means other than the interface we provided or authorized;
- circumvent any access or use restrictions put into place to prevent certain uses of the Services;
- share content or engage in behavior that violates anyone’s Intellectual Property Right;
- attempt to disable, impair, or destroy the services, software, or hardware;
- misuse the server infrastructure or API;
- engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
- violate applicable law.
2. Your Content
You retain all rights and ownership of your content. Namirial does not claim any ownership rights to your content.
Namirial requires certain licenses from you to your content to operate and enable the Namirial software. When you upload content to Namirial software, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to share your content with others). This license is only for the purpose of operating or improving the Namirial software. Namirial will not access, view, or listen to any of your content, except as reasonably necessary to perform the services.
You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content you submit is truthful and accurate; and that use of the content you supply does not violate these Licensing Terms and Conditions or any applicable laws. You are only allowed to upload a Microsoft Office document to Namirial Service and Software if the uploaded Microsoft Office document has been created by a user that is licensed for Microsoft Office.
You acknowledge that you are responsible for the submissions that you provide and that you have full responsibility for the legality and copyright of the submissions.
You won’t send Spam! By “spam,” we mean the definition on the Spamhaus website. You must comply with the anti-spam laws of the countries your recipients live in. So if you’re e.g. sending to UK residents, check the UK spam laws to make sure you’re also UK compliant.
Nothing in these License Terms and Conditions may be construed to make Namirial a party to any transaction (envelope) processed through the Namirial Service and Software, and Namirial makes no representation or warranty regarding the transactions sought to be effected by any contract.
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. Namirial is not responsible or liable to determine whether any particular electronic contract is subject to an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether it can be legally formed by electronic signatures.
Some Services may provide features that allow you to share your content with other users or to make it public. If you use these features these users may use, copy, modify, or re-share your content in many ways.
Namirial employs physical, electronic, and managerial procedures to safeguard and help prevent unauthorized access to your content. We choose these safeguards based on the sensitivity of the information that we collect, process and store and the current state of technology. Although we take measures to safeguard against unauthorized disclosures of information, the Internet and the Services are not 100% secure so we cannot assure you that information we collect or store will be protected from all unauthorized access.
3. Ownership and Constraints
Right of ownership, copyright and other industrial property rights remain with Namirial and Namirial’s licensors. This applies also for products developed by Namirial in the course of rendering services and placed at your disposal. You are not permitted to remove or modify marks or copyright notices referring to industrial property rights owned by Namirial or any third party. You are not entitled to place the programs or results of provision of services at the disposal of a third party or parties for the business purposes of said third party or parties.
Unless stated in Additional Terms, the Services and Software are provided “AS IS” AND “AS AVAILABLE”. To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services.
We further disclaim any warranty that
(a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free;
(b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable;
(c) the quality of the Services or Software will meet your expectations; or that
(d) any errors or defects in the Services or Software will be corrected.
Claims for damages by end user are debarred, except in cases in which the claimant provides substantiated evidence that the error lies within Namirial’s sphere of influence, and was caused by intent or gross negligence on the part of Namirial or its vicarious agents.
Namirial’s liability for each damage claim is restricted to the aggregate amount paid by you for the license during the three-month period preceding the event. A damage claim is defined as the totality of claims for damage by all claimants resulting from the same act or the totality of claims by the same claimant with respect to various acts in legal or economic context, or the totality of a single claim issuing from one or multiple acts.
This limit does not apply to injury to persons or to damage caused by intent, however, claimant must substantiate this more serious level of default.
6. Export Restrictions
By using Namirial software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any country to which the European Union has embargoed goods. You agree you will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the European Union in connection with your use of this Site unless you have complied with all applicable European Union and foreign government export laws and regulations.
7. Customer Data and Data Protection
You accept the fact that Namirial processes customer data and data of third parties including name, email address and credit card information pursuant to the provisions of the relevant legal stipulations concerning data protection, current version. Namirial will not disclose data acquired in this way and will use the acquired data only as reasonably necessary to perform the services.
For on-premise installations: Subject to five working days prior notice, end user explicitly agrees to grant Namirial’s staff or agents access to systems on which Namirial software is installed and to allow Namirial to analyze use directly on these systems. Namirial will not disclose data acquired in this way and will use the acquired data for license auditing purposes only.
Namirial may also use HTML5 local storage, LSOs, web beacons, embedded scripts and similar technologies for authenticating you, keeping track of information you have provided to us, and remembering your preferences.
Bugs may be reported via the user menu.
Please notify Customer Support immediately if you become aware of any unauthorized use of your account.
You warrant to keep confidential any and all information disclosed to it in the scope of founding and performing this agreement – irrespective of the kind and form of said information – both during the term of and after termination of the contract relationship, and not to exploit this information for its own purposes or for the purposes of a third party or parties. This non-disclosure and confidentiality condition must demonstrably be imposed on all persons with access to this information on account of their responsibilities.
11. Fees and Payment & Service Plan
“Service Plan” means the right to access and use the Namirial Service and Software for a specified period in exchange for a periodic fee, subject to the Service Plan restrictions and requirements that are used to describe the selected Service Plan on the eSignAnyWhere site. During the term of the Service Plan and subject to these License Terms and Conditions, you will have the right to obtain an account and register authorized users, who may access and use the Namirial Service and Software. You must be 18 years of age or older to register for an account and use the Namirial Service and Software. Your right to use your account is limited to its authorized users, and you agree not to resell or otherwise provide or assist with the provision of the Namirial Service and Software to any third party.
An authorized user is defined as a human being with his true name authorized to access the Namirial Services and Software in order to use services such as “e-signing”, regardless of the number of devices (e.g. computer, smartphone, tablet, etc.) used by this authorized user and regardless of whether this authorized user is actively or not actively using the Namirial Services and Software any given time. The number of authorized users must be measured at the multiplexing front end. Prices may vary for different types of authorized users. A non-human operated device is not allowed to access the Namirial Services and Software as authorized user. One authorized user account cannot be shared between more than one individual.
If a Services Plan defines a monthly envelope limit (allowance), all envelopes sent in excess of the envelope allowance will incur a per-envelope charge or alternatively you’ll have to upgrade the account to a higher envelope allowance. Any unused envelope allowances will expire and not carry over from one billing period to another. Your account will be deemed to have consumed an envelope at the time the envelope is sent, regardless of whether envelopes were received by recipients, or whether recipients have performed any actions upon any document in the envelope.
The prices, features, and options of the Namirial Services and Software available for your account depend on the Service Plan selected by you. You may also purchase optional services on a periodic or per-use basis. Namirial may add or change the prices, features or options available with a Service Plan without notice. If Namirial modifies any of the foregoing terms, you may cancel your use of the Namirial Service and Software effective at the end of the billing cycle. Namirial may provide notice of any such changes by email, notice to you upon log-in, or by publishing them on the eSignAnyWhere site.
Namirial will provide you with one invoice in a format Namirial chooses, which may change from time to time.
Namirial may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. Namirial will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.
You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). Namirial is not responsible for these fees. Namirial may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
12. Reasonable Use
If Namirial suspects that the number of envelopes sent from a particular end user is abusive and/or unduly burdensome or one user accounts is used by different human beings, Namirial will promptly notify end user, discuss the use-case scenario with end user and any continued monitoring, additional discussions and/or information required to make a final determination on the course of action based on such information. In the event end user exceeds, in Namirial’s sole discretion, reasonable use restrictions under a Service Plan, Namirial reserves the right to transfer end user into a higher-tier Service Plan without notice. If end user misrepresents its eligibility for any Service Plan, end user agrees to pay Namirial the additional amount it would have been charged under the most favorable pricing structure for which end user is eligible. Namirial may discontinue a Service Plan at any time, and with prior notice to end user, may migrate end user’s account to a similar Service Plan that may carry a different fee. You agree to allow Namirial to charge end user’s credit card for the fees associated with a substitute Service Plan, even if those fees are higher than those end users agreed to when registered its account.
You should not add files and attachments larger than 10MB to an envelope as large files might affect signing performance.
13. Term and Cancellation of Agreement
You are entitled to use the Namirial Services and Software for the term specified in the Service Plan. You accept the fact that the agreement may be terminated and the access to the Namirial Services and Software restricted with immediate effect in case of breach of these Licensing Terms and Conditions without entitling you to claim for financial compensation. You shall cease and desist to use the program upon receipt of notice of termination of agreement.
If you wish to close your account, please visit your account settings. Upon your request, Namirial will close your account, and delete your information from our active databases. Your account will be closed as soon as reasonably possible. If you have shared content or information through our Services with other users, such content or information may still be available to those other users if they have not also deleted it or closed their accounts.
Namirial provides an API (Application Programming Interface) for integration. API usage can be limited (e.g. maximal n API calls per account per hour) depending on your subscription.
15. Trademark License of eSignAnyWhere Logo
The eSignAnywhere logo is a registered European Union Trademark nº 18172722 and International Trademark nº 1555022.
16. Miscellaneous Provisions
You accept the fact that all use of the Namirial Services and Software within the scope of these Licensing Terms and Conditions are subject to the formal and material laws of Romania and expressly exclude the Law on the Conflict of Laws and UN Law on the International Sale of Goods. Claims against Namirial are to be made at the court of jurisdiction in the district of which Namirial’s head offices are located, unless another mandatory court of jurisdiction is appointed.
You also accept the fact that claims must be based on written agreements. Namirial and you expressly and irrevocably declare that any future waiver of the requirement for written form will not be effective unless assented to in writing. For the purposes of concluding, performing and terminating your agreement with Namirial SRL the parties agree on the use of either advanced electronic signatures or digital handwritten biometric signatures as equivalent with written form.
Should any of the preceding provisions prove invalid as a whole or in part for any reason, or should any part lose its validity at a later date, the rest shall remain unaffected and valid. In this case, both parties agree to replace the invalid clause with a corresponding text, which is valid and equivalent to the intended meaning. In case of a loophole in the use of the software and utilization of services, all stakeholding parties agree to insert a text, which is valid and equivalent to the intended meaning.
Namirial SRL, Nerva Traian 3, 031041 Bucharest, Romania | Tel +40740435098 | bucharest[at]namirial.com
Company Registration: J40/14372/20.12.2012 | Share Capital: 400 RON | VAT-ID: RO30983875