The eSign Services are provided by Tresorit AG, having its registered seat at Franklinstrasse 27, 8050 Zurich, Switzerland ("Tresorit"). These Terms are a legally binding agreement between you and Tresorit.
If you are a Customer or User under the Tresorit Terms of Service, these Terms will apply, if at all, only to the use of the eSign Services to the extent such use is not already governed by the Terms of Service.
Usage and access rights
- Eligibility to Use: By agreeing to these Terms, you are representing that you are: (i) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; (ii) you comply with clause 8 (Embargoed Countries).
- Limited License: Upon your acceptance of these Terms, Tresorit grants you limited, non-exclusive and non-transferable license to access and use the eSign Services only as expressly permitted in these Terms and our Acceptable Use Policy. You shall not use or permit use of the eSign Services for any illegal purpose or in any manner inconsistent with the provisions of these Terms.
- No legal advice: While the use of the eSign Service may result in the conclusion of legally binding agreements, the eSign Services do not involve the provision of legal services. You understand and acknowledge that Tresorit is not a law firm, and it does not provide any legal advice. If legal advice is needed, you should consult your attorney. Tresorit shall not be a party to any of the agreements executed within the framework of the eSign Services.
- Electronic Communications: As part of the authentication process, you will be required to validate your email address. You acknowledge and agree that (i) to use the eSign Service you must have a valid email address and (ii) the signing of Execution Copies cannot be completed unless you verify your email address. You represent and warrant that you have exclusive use of and full access to your email account.
- Storage: Tresorit is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws or regulations. Further, Tresorit is not responsible for or liable to produce any files uploaded and/or shared through our paid Services ("Customer Files") to you or to any third parties.
- Trust Provider: Within the framework of the eSign Services, certain services are provided by a third-party provider. Tresorit is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal. Tresorit is neither a trust service provider nor a certification authority within the meaning of the Swiss Federal Electronic Signature Act (ZertES). Nor is Tresorit a trust service provider within the meaning of Regulation no. 910/2014 of the European Parliament and of the Council on.
- Third Party Service: To execute electronic documents received from participants of the Tresorit eSign Early Access Program with qualified electronic signature (QES), you need to be authenticated by a trust service provider meeting the requirements of the eIDAS and as a result, you need to use third-party products, services, or software provided by the trust service provider ("Third-Party Service") and the use of such Third-Party Service may be subject to certain restrictions.
- Reservation of Rights: The eSign Service contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties (collectively, "Intellectual Property Rights"). Except as expressly set out in these Terms, these Terms does not grant any right, title, or interest to you in any Intellectual Property Rights. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties.
- Third-Party Content: The eSign Services may contain features and functionalities linking to or providing certain functionality and access to third-party content. You understand that Tresorit uses strong cryptography algorithms to protect Customer Files and our customers have exclusive control over and responsibility for the content, quality, and format of any Customer Files. TRESORIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CUSTOMER FILES OR THIRD PARTY CONTENT, AND THE TRESORIT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY SUCH CUSTOMER FILES OR THIRD-PARTY CONTENT.
- Copyright: Tresorit respects the Intellectual Property Rights of others, and Tresorit requires the same from its users. If you want to report a claim that a third party is infringing that material on or through the Service, please send a notice in accordance with Section 7 of our Acceptable Use Policy.
- To the extent permitted by law, you will defend, indemnify and hold harmless Tresorit, including its employees and affiliates, from and against any claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the eSign Services or your violation of these Terms.
- Beta Services: From time to time, Tresorit may release products and features that are still subject to testing and evaluating ("Beta Service"). Despite anything to the contrary in this Agreement: (a) you may choose to use Beta Services at your sole discretion and USE BETA SERVICES AT YOUR OWN RISK; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected. TRESORIT WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES.
- Provided as-is: The eSign Service is provided "as is" and "as available", without express or implied warranty or condition of any kind and you shall use it at your own risk. To the maximum extent permitted by applicable law, Tresorit also disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement or any warranty that the eSign Service is of any particular quality or purpose.
Limitation of liability: TRESORIT'S LIABILITY FOR SIMPLE NEGLIGENCE AND FOR AUXILIARY PERSONS IS EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, TRESORIT AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS SHALL IN NO EVENT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR ANY ALLEGED COMPUTER VIRUS, AND ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CRIMINAL, SUBSEQUENT OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE ESIGN SERVICE, REGARDLESS WHETHER TRESORIT HAS BEEN ADVISED OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY FOR CAUSED INTENTIONAL OR GROSS NEGLIGENT BREACH OF OBLIGATIONS BY TRESORIT AND DAMAGES CAUSED TO LIFE, BODY OR HEALTH, FOR DEFECTS IN CASES OF A GUARANTEE AND FOR FRAUDULENTLY CONCEALED DEFECTS, AS WELL AS FOR ANY OTHER LIABILITY THAT MAY NOT, UNDER APPLICABLE LAW, BE LIMITED OR EXCLUDED.
TRESORIT EXPRESSLY EXCLUDES ANY LIABILITY FOR DAMAGES CAUSED MAINLY OR EXCLUSIVELY IN CONNECTION WITH THE SERVICES OF THE TRUST SERVICE PROVIDER IF THERE IS A CONTRACT BETWEEN THE CUSTOMER OR THE COMPANY ADMINISTERED USER OR SIGNATORY AND THE TRUST SERVICE PROVIDER, OR IF THE CUSTOMER OR THE COMPANY ADMINISTERED USER OR SIGNATORY CAN CLAIM THE DAMAGE DIRECTLY FROM THE TRUST SERVICE PROVIDER.
Remedy: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE AGGREGATE LIABILITY OF TRESORIT AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, INCLUDING ANY NEGLIGENCE ON YOUR PART, FOR ALL CLAIMS RELATING TO THE SERVICE IS LIMITED TO FIFTY EURO (EUR50) PER INCIDENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR DEATH WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE JURISDICTIONS, TRESORIT'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- The Software includes cryptographic software that may be subject to import or export controls or other restrictions. You shall not access or use the eSign Service if you are located in any jurisdiction in which the provision of the eSign Service, Software or other components is prohibited under the laws of Switzerland, the United States or the European Union or other applicable laws or regulations (a "Prohibited Jurisdiction"). By using the eSign Service, you represent and warrant that (i) you are not prohibited from receiving Swiss, EU or US exports; (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) you shall not permit others to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (iv) you shall comply with all applicable export laws regarding the transmission of technical data. Notwithstanding the above, you represent and warrant that in particular, you are not a national of, or a company registered in any of the jurisdictions specified here.
- We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we reserve the right to suspend and/or terminate your access to the eSign Service immediately on notice, if we – in our own discretion or after receiving substantiated and valid complaints – find that you violate these Terms, the Acceptable Use Policy or any applicable laws.
- Changes to Terms: Tresorit may revise these Terms from time to time, and the latest version will always be available on Tresorit's website. Any such modifications, additions or deletions will be effective immediately upon posting. Your use of the eSign Services after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.
- Severability; Entire agreement: The provisions of these Terms apply to the maximum extent permitted by relevant law. If any court or relevant authority decides that any part of these Terms is unlawful, unenforceable, or invalid, the remaining clauses will remain in full force and effect. This is the entire contract between the parties regarding the eSign Service. It supersedes any prior contract or oral or written statements regarding your use of the eSign Service.
- Governing law: These Terms are governed by Swiss law, excluding the Swiss conflict of law rules, the United Nations Convention on the Sale of Goods and any Incoterms. For the avoidance of any doubt, if you are a consumer and have your habitual residence in the EU, this clause does not affect the protection provided by mandatory provisions of the law of your residence.
- Disputes: Any dispute between the parties in connection with the eSign Service and/or these Terms shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The number of arbitrators shall be one (1) as shall be selected by the ICDR. The place of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English. you reside in a country (for example, in the EU member state) with laws that give consumers the right to bring disputes in their local courts, this clause does not affect those requirements.
Glossary In these Terms:
eSign Services: means an on-demand electronic signature service, which includes the ability to upload, display and acknowledge documents for electronic signature as well as encrypted cloud storage services.
eSign Request: means the request initiated for the electronic signature of an Execution Copy.
Execution Copy: means a document that is created from a Customer File and submitted for electronic signature within the framework of the eSign Services.