IMPORTANT READ CAREFULLY
These terms and conditions constitute a legal agreement (the “Agreement“) between you and
HANDYSIGNATURE APS, a Danish corporation (“HANDYSIGNATURE“), regarding the HANDYSIGNATURE’s
Products and related Services identified below, which include the software, application,
parts, and any printed or “online” or literature (collectively referred to as
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY PURCHASING, INSTALLING, COPYING, OR
OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT PURCHASE, INSTALL, OR USE THE
WHEREAS, HANDYSIGNATURE desires to grant to Client, and Client desires to accept from
HANDYSIGNATURE, a license to use HANDYSIGNATURE’s proprietary Products (as defined herein)
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, HANDYSIGNATURE and Client agree as follows:
- “Agreement Year” means the twelve-month period beginning
with the first day of the month in which the Client and HANDYSIGNATURE fully
execute an End Use License Agreement (“EULA”).
- “Authorized Representative” means a person whose job
title is that of Director or Manager Director at HANDYSIGNATURE or any person
authorized by any of these to enter into contracts on behalf of HANDYSIGNATURE.
- “Client” shall mean the Client, its employees, directors,
successors, assignees, agents, and/or affiliates.
- “License Key” shall mean the unique code provided by
HANDYSIGNATURE to Client that enables Client to access the Products.
- “Products” mean any products, including without
limitation, (i) software, (ii) updates, releases, and versions of the software,
(iii) any parts or components that support the software; and (iv) any printed
and/or online literature that is sold by or provided by HANDYSIGNATURE.
- By the term “on-premises” is meant the product which is
installed on-premises. By the term “cloud” is meant the product which works of
the web site as a cloud solution.
- “Services” means any services related to the Products
that are provided by HANDYSIGNATURE to its Clients within thirty (30) days from
the Effective Date of the EULA.
- “Support Services” means any services related to the
Products that are offered after thirty (30) days from the Effective Date of the
- “Terms and Conditions” shall mean, collectively, the
terms and conditions of sale and delivery, as well as terms and conditions set
forth in this Agreement – or such replacement terms and conditions which are in
force at the date of the EULA, as well as the terms and conditions set forth on
the official website at HANDYSIGNATURE.io, or any other official website related
- Grant of License. In consideration for the Client’s
continued timely payment of the license fee for the Products, HANDYSIGNATURE
grants to Client a non-exclusive, non-transferable license right to access, use,
and display HANDYSIGNATURE’s Products. This license permits only one (1) copy of
the Products on a single server/computer unless it is understood that the
Products will need to be installed on more than one server/computer. The license
shall apply to all releases and versions of the Products so long as Client has
paid the license fee in full and is in compliance with the Terms and Conditions.
FEES AND PAYMENTS
- License Fees. In order to access and use the Products,
Client shall pay to HANDYSIGNATURE a periodic license fee for the Products
and/or related Services. The terms of payment for the periodic license fee will
depend on whether the Client is using the on-site or cloud version of the
Products. The license fee for the on-site version shall be paid annually or
monthly and the initial fee will be paid contemporaneously with the execution of
the EULA by Client unless the parties agree otherwise. The license fee for the
cloud version shall be paid annually or monthly, as decided by the parties. If
the license fee is to be paid annually, the initial fee will be paid
contemporaneously with the execution of the EULA by Client unless the parties
agree otherwise. All subsequent annual license fees must be paid in full by the
first (1st) day of the anniversary month in which the EULA was signed, or if
such day is a Saturday or Sunday, by the next business day. If the license fee
is to be paid monthly, the initial fee will be paid contemporaneously with the
execution of the EULA by Client unless the parties agree otherwise. Subsequent
monthly fees must be paid by the fifth (5th) day of each month, or if such day
is a Saturday or Sunday, by the next business day. Upon receipt of the payment
in full, HANDYSIGNATURE shall deliver to Client the License Keys, at which time,
the delivery is complete. License fees are subject to change at the sole
discretion of HANDYSIGNATURE and without notice. Client understands and agrees
that Support Services are not covered by the license fee and will be in addition
to the license fee at a rate to be determined by HANDYSIGNATURE at its own
- Taxes and Charges. Fees and other charges described in
this Agreement do not include federal, state, or local sales, use property,
excise, service, or similar taxes (“Taxes“). Client is solely responsible for
payment of any Taxes resulting from Client’s acceptance of the Products and/or
Services, and if HANDYSIGNATURE is required to pay Taxes (excepting taxes on
HANDYSIGNATURE’s income), HANDYSIGNATURE shall invoice Client for such Taxes.
Client hereby agrees to indemnify HANDYSIGNATURE for and hold it harmless from
all claims and liability arising from Client’s failure to report or pay such
PAYMENTS AND DELIVERY
- HANDYSIGNATURE reserves the right to determine the manner
in which payment may be made, which may include without limitation, bank
transfer or wire, check, or credit card, which may be payable online.
- When paying by credit card, the credit card is first
authorized to generate a transaction ID. This is not a payment guarantee. The
payment is deemed complete when the charge is drawn from the credit card
account. All credit card transactions are executed by HANDYSIGNATURE.
- Once the payment has been received and completed, the
License Key will be released and delivered to Client if it related to
on-premises. If it is related to cloud, the service will start from the day
the payment has been received.
- The time of payment shall be of the essence for any given
EULA. Should Client fail to make a payment on the due date, then without
prejudice to any other right or remedy available to HANDYSIGNATURE,
HANDYSIGNATURE shall be entitled to:
a) cancel the EULA or suspend any further deliveries of Products or suspend
b) appropriate any payment made by Client and re-direct
payment towards the
delinquent amount, as HANDYSIGNATURE deems fit; and/or charge the Client
interest (both before and after judgment) on the unpaid amount.
- HANDYSIGNATURE has a license server which the application
has access to. If a license fee or maintenance fee remains unpaid HANDYSIGNATURE
can shut down the service and hence the Products will not work anymore. The
usage of the products and services rely on the annual payment.
- If a service has been shut down due to several reminders
and then the Client wants to get the service back, this can be done normal
prices less a percentage determined by HANDYSIGNATURE.
- Either HANDYSIGNATURE or Client may end this Agreement AT
ANY TIME, with or without cause, by giving the other party written notice.
Written notice should be in the form of an email to firstname.lastname@example.org.
In addition, this Agreement will terminate immediately upon any breach of this
Agreement by you
- Duties Upon Termination. Upon any termination hereunder,
Client shall immediately cease use of all HANDYSIGNATURE proprietary information
and shall irretrievably delete and/or remove such items from all computer
hardware and storage media. Client agrees that within thirty (30) days after any
termination, an officer of Client’s organization shall certify in writing to
HANDYSIGNATURE that it has performed the foregoing. In addition, Client
understands and agrees that upon termination of this Agreement and the license
hereunder for any reason, HANDYSIGNATURE shall have the right to suspend or
terminate Client’s account, including access by Client to all images, signatures
and Products and Client agrees to remove all Products from its computer network
server and system and provide HANDYSIGNATURE written confirmation once the
Products have been removed.
PROPRIETARY RIGHTS AND RESTRICTIONS
- Client acknowledges that ownership of and title in and
to all intellectual property rights, including patent, trademark, service mark,
copyright, and trade secret rights, in the Products and any related Services are
and shall remain in HANDYSIGNATURE. Client acquires only the limited right to
access and use the Products, and HANDYSIGNATURE shall have sole and exclusive
ownership of all right, title and interest in and to the Products, and all
modifications and enhancements thereof, subject only to the rights and
privileges expressly granted to Client herein by HANDYSIGNATURE.
- Client may not use, copy, modify or distribute the
Products (electronically or otherwise), or any copy, adaptation, transcription
or merged portion thereof, except as expressly authorized by HANDYSIGNATURE.
Client may not reverse assemble, reverse engineer, reverse compile or otherwise
translate any Product. Client’s rights may not be transferred, leased, assigned
or sublicensed, except as expressly authorized by HANDYSIGNATURE. No service
bureau work, multiple-user license or time-sharing arrangement is permitted,
except as expressly authorized by HANDYSIGNATURE. Client may not install the
Products in any other computer system or use it at any other location without
HANDYSIGNATURE’s express authorization obtained in advance. If Client (a) uses,
copies or modifies the Products, or transfers possession of any copy,
adaptation, transcription or merged portion of the Products to any other party,
in any way not expressly authorized hereunder by HANDYSIGNATURE; or (b)
otherwise breaches any of its covenants and obligations under this Agreement,
HANDYSIGNATURE shall thereupon automatically and immediately terminate this
Agreement, without any requirement of notice from HANDYSIGNATURE.
- Client acknowledges that, in the event of Client’s
breach of any of the provisions of this Section 5, HANDYSIGNATURE will not have
an adequate remedy in money or damages. HANDYSIGNATURE shall therefore be
entitled to obtain an injunction against such breach from any court of competent
jurisdiction immediately upon request. HANDYSIGNATURE’s right to obtain
injunctive relief shall not limit its right to seek further remedies.
- In order to protect HANDYSIGNATURE’s proprietary
information, Client agrees to take all reasonable steps and the same protective
precautions to protect such proprietary information from disclosure to third
parties as with its own proprietary and confidential information. Neither party
shall, without the other party’s prior written consent, disclose, provide, or
make available any of the proprietary information of the other party in any form
to any person, except to its bona fide employees, officers, directors, or third
parties whose access is necessary to enable such party to exercise its rights
hereunder. Each party agrees that prior to disclosing any proprietary
information of the other party to any third-party, it will obtain from that
third-party a written acknowledgment that such third-party will keep such
information in the strictest confidence.
- Limited Warranty. Subject to the limitations and
conditions set forth herein, HANDYSIGNATURE warrants that commencing from the
date of delivery to Client and continuing for a period of the shorter of (a)
sixty (60) days or (b) the warranty period (if any) expressly set forth as
applicable specifically to Product in the warranty card or instructions
accompanying the Product (if any): (a) the Product furnished will be free of
major defects when used under normal conditions; and (b) the Products
substantially conforms to the performance standards set forth HANDYSIGNATURE’S
Product literature. This limited warranty extends only to Products purchased
from HANDYSIGNATURE by the end-user Client.
- Scope of Warranty. HANDYSIGNATURE does not warrant that
the Products will operate uninterrupted, are compatible with Client’s computer
network, hardware and software, or will be free from minor defects or errors
which do not materially affect such performance or that the applications
contained in the Products are designed to meet all of Client’s business
- Express Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE PRODUCTS AND THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE
PROVIDED “AS IS,” AND HANDYSIGNATURE DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING ITS
CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF
ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS
FOR A PARTICULAR USE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW
CANNOT BE VALIDLY WAIVED.
- Client’s Remedies. Client’s sole and exclusive remedies
for any damages or loss in any way connected with the Products or any related
Services furnished by HANDYSIGNATURE, whether due to HANDYSIGNATURE’s negligence
or breach of any other duty, shall be, at HANDYSIGNATURE’s option: (i) to bring
the performance of the Products into substantial compliance with the functional
specifications; (ii) re-performance of Services; or (iii) return of an
appropriate portion of any payment made by Client with respect to the applicable
portion of the Products or Services, which under no circumstances shall exceed
the total fees paid by Client, pursuant to those terms and conditions.
- HANDYSIGNATURE Not Responsible. HANDYSIGNATURE will not
be responsible under this Agreement for: (i) any alteration or modification of
the Products to fit the particular requirements of Client; or (ii) the
correction of any defects resulting from modifications or extensions or as a
result of misuse of the Products by Client; or (iii) the preparation or
conversion of data into the form required for use with the Products; or (iv) the
distortion or incompatibility of logos and other visual components of a
signature that are created by external factors unrelated to the Products; or (v)
any inaccurate or incorrect data originating from Client and/or other
third-parties; or (vi) ensuring the security of Client’s networked installation
of the Products.
- Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN
NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR
DISCLOSURE OF THE PROPRIETARY INFORMATION, UNDER NO CIRCUMSTANCES SHALL
HANDYSIGNATURE OR CLIENT BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY
FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE PAID LICENSE FEES OR BE LIABLE IN ANY
AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD
WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR
MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES. The provisions of the Agreement
allocate the risks between HANDYSIGNATURE and Client. The annual license fees
reflect this allocation of risk and the limitations of liability herein.
- HANDYSIGNATURE shall indemnify Client against all claims,
liabilities, and costs, including reasonable attorneys’ fees, reasonably
incurred in the defense of any claim brought against Client by third parties
alleging that Client’s use of the Products infringes or misappropriates: (i) any
issued and active United States patent of which HANDYSIGNATURE is aware; or (ii)
a copyright; or (iii) trade secret rights, provided that, Client promptly
notifies HANDYSIGNATURE in writing of any such claim and HANDYSIGNATURE is
permitted to control fully the defense and any settlement of such claim as long
as such settlement shall not include a financial obligation on Client. Client
shall cooperate fully in the defense of such claim and may appear, at its own
expense, through counsel reasonably acceptable to HANDYSIGNATURE. HANDYSIGNATURE
may, in its sole discretion, settle any such claim on a basis requiring
HANDYSIGNATURE to substitute for the Products an alternative substantially
equivalent non-infringing product. The purposes of this section do not apply for
any Products that have been tampered or otherwise breached by Client.
- Client shall defend, indemnify, and hold harmless
HANDYSIGNATURE, its employees, directors, officers, shareholders, agents,
attorneys, and representatives from any and all claims, demands, suits, or
liability arising out of or in connection with gross negligence or willful
misconduct (including the unauthorized use of the Products) of Client, its
employees, affiliates, or sub-contractors, provided that HANDYSIGNATURE gives
Client: (i) written notice of the claim within thirty (30) days of its notice
thereof; (ii) to the extent necessary and appropriate, all requested information
and assistance with respect to the claim at the indemnifying party’s expanse,
and (iii) sole authority to defend and settle the claim.
- Relationship of the Parties. The relationship of Client
to HANDYSIGNATURE is that of an independent contractor and neither Client nor
its agents or employees shall be considered employees or agents of
HANDYSIGNATURE. This Agreement does not constitute and shall not be construed as
constituting a partnership or joint venture or grant of a franchise between
HANDYSIGNATURE and Client. Client shall not have the right to bind
HANDYSIGNATURE to any obligations to third parties.
- Assignment. This Agreement shall not be assignable or
transferable by Client without the prior written consent of HANDYSIGNATURE, and
any attempted assignment without such prior written consent shall be void.
- Notices. Any notice, demand, waiver, consent, approval,
or disapproval (collectively referred to as “notice”) required or permitted
herein shall be in writing and shall be given personally, by messenger, by air
courier, by facsimile, or by prepaid registered or certified mail, with return
receipt requested, addressed to the parties at their respective addresses and
facsimile numbers set forth herein or at such other address as a party may
hereafter designate in writing to the other party. A notice shall be deemed
received on the date of receipt.
- Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws Denmark, without regard to principles of
conflicts of laws. Any action, suit or proceeding in connection with this
Agreement must be brought against any party in a court of record of the
Municipality of Gentofte, Denmark, each party hereby consenting and submitting
to the exclusive jurisdiction thereof; and to the fullest extent permitted by
law, service of process may be made upon any party, by certified or registered
mail, at the address to be used for the giving of notice to such party. Nothing
herein shall affect the right of any party to serve process in any manner
permitted by applicable law. In any action, suit or proceeding in connection
with this Agreement, each party hereby waives any claim Municipality of Gentofte
is an inconvenient forum.
- Sublicense. No sublicense agreement into which Client
enters pursuant to this Agreement may extend beyond the term of this Agreement
and shall terminate upon the termination of this Agreement.
- Modification, Amendment, Supplement, or Waiver. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous agreements, promises,
representations, understandings, and negotiations, whether written or oral. No
modification, amendment, supplement to or waiver of this Agreement or any of its
provisions shall be binding upon the parties hereto unless made in writing and
duly signed by all parties to this Agreement. A waiver by Client or
HANDYSIGNATURE of any of the terms or conditions of this Agreement in any one
instance shall not be deemed a waiver of such terms or conditions in the future.
- Agreement is Binding. This Agreement shall be binding on,
and shall inure to the benefit of, the parties hereto and their respective
heirs, devisees, successors and assigns.
- Severability. In the event that any provision of this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the remaining provisions shall remain in full force and effect
and the affected provision shall be modified in a manner which comes closest to
the intention of the parties at the time the original provision was agreed upon.
- Headings. Headings are for convenience only and shall not
be considered in interpreting this Agreement.
- Counterparts. This Agreement may be signed by facsimile
and in counterparts, each of which counterpart shall be deemed an original and
all of which counterparts when taken together, shall constitute but one and the
- Entire Agreement. This Agreement and any official updates
to the Terms and Conditions constitute the complete and exclusive statement of
the agreement between HANDYSIGNATURE and Client, and all previous
representations, discussions, and writings are merged in, and superseded by,
this Agreement. This Agreement may be modified only by a writing signed by both
parties. This Agreement and any update hereto shall prevail over any additional,
conflicting, or inconsistent terms and conditions which may appear on any
purchase order or other document furnished by Client to HANDYSIGNATURE unless
otherwise expressly stated in such document.