Last Updated: February 10, 2026

1. Background and Applicability.

1.1 These Signiant Terms of Service (the “TOS”) state the terms and conditions under which Signiant provides, and Customer and its Authorized Users may access and use, on a subscription basis, Signiant’s proprietary online platform and associated components, features, software and services, as identified in an Ordering Document (collectively, the “Services”). Certain terms used in the TOS are defined HERE. 

1.2 By indicating acceptance of the TOS, signing an Ordering Document that contains a reference to the TOS, or accessing or using the Services, Customer agrees to be bound by the TOS. Individuals acting on behalf of entity Customers represent to Signiant that they have the authority to do so and to bind the Customer to the TOS. 

1.3 If an Ordering Document expressly states that additional or different terms apply to Customer’s access to and use of the Services, those additional or different terms will take precedence over any conflicting terms in the TOS. No access to or use of any Services is permitted except pursuant to the TOS and/or those additional or different terms, if any. 

2. License Grant and Restrictions.

2.1 For the Services specified in the applicable Ordering Document, and subject to Customer’s ongoing compliance with all applicable terms of the TOS, Signiant grants to Customer a personal, nonexclusive, nontransferable, non-sublicensable, limited right to access and use such Services during the Term in accordance with the Ordering Document and the Documentation. Additional restrictions applicable to certain features of the Services are described below in Section 14. As applicable for certain Services, this licensee includes local installation and use of the object code version of certain Ancillary Software at premises owned or controlled by Customer, solely for the purpose for which such Ancillary Software is provided, in each case subject to any other restrictions or limitations, including data transfer limitations, specified in the applicable Ordering Document or accompanying such Ancillary Software. Where enabled by Signiant within or in connection with the Services, Customer may permit Permitted Third Parties to use the Services solely in the course of conducting business with Customer and solely in connection with Customer’s use of such Services, subject to the TOS. 

2.2 Customer agrees to use the Services and Documentation only for Customer’s internal business use and in strict accordance with the Acceptable Use Policy. 

2.3 To the extent Customer or any Permitted Third Party may be considered an agency, department or instrumentality of the U.S. Government, use of the Services is subject to the TOS, and the Services are furnished solely as unpublished, copyrighted, trade secret, proprietary data and is “commercial computer software,” “restricted computer software,” or with “restricted rights” as defined in applicable regulations. 

3. Ownership.

3.1 The Services and Documentation are protected by patents, copyrights and other intellectual property rights worldwide. Customer acknowledges and agrees that all right, title and interest in and to the Services, including all copies, improvements, enhancements, modifications and derivative works, belong exclusively to Signiant and its licensors, and no such right, title or interest in and to the Services is transferred to Customer, except for the limited license granted in the TOS. 

3.2 As between Customer and Signiant, Customer owns all Customer Content. In addition, with respect to Ancillary Software, if the intended functionality of such Ancillary Software, such as an SDK, is to enable Customer to develop applications that interoperate with other Signiant products or services, Customer owns such developed applications, subject to Signiant’s and its licensors’ rights in the Ancillary Software and those other Signiant products or services. 

4. Subscription Fees; Payment. 

All amounts required to be paid under the TOS and any Ordering Document must be paid in U.S. Dollars and are exclusive of taxes or duties. Customer agrees to pay any and all taxes and duties that may be imposed by any taxing authority in connection with the Services, excluding taxes based on Signiant’s income or franchise taxes. Unless specified otherwise in the Ordering Document, (a) all Subscription Fees, Overage, Data Out Fees and any other amounts specified in the Ordering Document are due and payable within thirty (30) days from the date of Signiant’s applicable invoice, and (b) past due amounts are subject to a late charge equal to the lesser of 1-1/2% per month or the maximum amount allowed by law. Customer agrees to pay all such amounts. If Customer fails to make payment to Signiant within fifteen (15) days following the applicable payment due date, Signiant reserves the right to suspend Customer’s access to and use of the Services until payment is made in full for all amounts past due.

5. Confidentiality; Security.

5.1 Using at least the same level of care that it uses to safeguard its own Proprietary Information, but in no event less than reasonable care, each party agrees to hold in confidence and not disclose to any third parties, except as explicitly allowed hereunder, any Proprietary Information it receives from the other party. Each party may disclose Proprietary Information to its employees and to consultants under contract with the receiving party who need to know such information in connection with such party’s performance of its obligations under the TOS, provided all such employees and consultants are bound in writing by confidentiality terms no less protective of the other party’s Proprietary Information than those of the TOS. Neither party may remove or modify any proprietary notice made part of any Proprietary Information of the other party, and each party will reproduce all proprietary rights notices on any copies of such materials. Notwithstanding anything herein to the contrary, Customer acknowledges and agrees that Signiant may use Customer Proprietary Information in order to test, diagnose or resolve errors with Services to which Customer has been provided access. 

5.2 Each party agrees that any breach by it of the confidentiality obligations in the TOS may cause the other party substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, the disclosing party will have the right to seek specific performance and other injunctive and equitable relief. The receiving party agrees to immediately notify the disclosing party of any unauthorized disclosure or potential disclosure of the disclosing party’s Proprietary Information upon becoming aware of such disclosure or potential disclosure. 

5.3 The confidentiality obligations of the TOS will not apply to information that (a) is or becomes part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure other than as a result of having been provided by the disclosing party, (c) is lawfully obtained from a third party without restriction on disclosure or (d) can be documented as having been independently developed by the receiving party without use of the other party’s Proprietary Information. 

5.4 The Privacy Policy is incorporated by reference into the TOS. 

5.5 Signiant has implemented and will maintain an information security program that includes appropriate administrative, technical, and physical safeguards and other security measures consistent with industry standards to maintain the security and confidentiality of Customer Content in Signiant’s possession or control. Signiant regularly tests and monitors the effectiveness of its safeguards, controls, systems, and procedures. Specific information about Signiant’s security measures is available on Signiant’s website. Where applicable, Signiant will, upon Customer’s request, incorporate the Signiant Data Processing Addendum by reference into the applicable Ordering Document, which shall form a part of the TOS with respect to the applicable Customer Personal Data (as that term is defined in the DPA). 

5.6 Notwithstanding the foregoing, Customer acknowledges that Signiant collects statistical usage information from the use of the Services. Customer agrees that Signiant will have the unrestricted right to compile statistical and performance information related to the provision and operation of the Services and use such data in an aggregate and anonymous manner, provided that such information does not identify Customer or any Customer-associated individuals or Permitted Third Parties or incorporate file names or transmitted Customer Content or other Customer Proprietary Information. 

6. Term; Termination; Suspension

6.1 The TOS will remain in effect as to the Services during the applicable Term. Unless otherwise stated in the applicable Ordering Document, such Term will automatically renew at the end of the initial Term and each subsequent renewal Term(s) for a period of one year, subject to the payment by Customer of the applicable then-current subscription fee, unless either party provides written notice of its intent to not renew the Term at least ninety (90) days prior to the end of the then current Term. 

6.2 The TOS (and all associated Ordering Documents) may be terminated by either party upon written notice based upon a material failure by the other party to perform its obligations hereunder and such failure is not corrected within thirty (30) days from the date such notice is received. If such termination made is by Signiant due to Customer’s uncured material breach, Signiant will be entitled to, and Customer must pay, (a) all unpaid contracted-for Subscription Fees (and no pre-paid Subscription Fees will be refunded), and (b) any other termination related charges as set forth in the applicable Ordering Document. If such termination is made by Customer due to Signiant’s uncured material breach, Signiant will be entitled to, and Customer must pay, all unpaid Subscription Fees through the termination date, and Customer will receive a refund for any pre-paid and unused Subscription Fees. 

6.3 Upon any termination of the TOS as to any Service, Customer will promptly discontinue all use of such Service and return all copies of any Documentation, Ancillary Software and all related materials in its possession or control to Signiant or certify to their destruction, at Signiant’s option. 

6.4 Any terms of the TOS that, by their nature, extend beyond the duration of the Services will survive expiration or termination of the TOS. 

7. Support Services 

Provided that Customer is in compliance with the TOS and the applicable Ordering Document, Customer will be entitled to receive Updates and then-standard customer support for the Services, if applicable, during the Term and in accordance with Signiant’s then-current customer support practices, available HERE. 

8. Limited Warranty; Certain Disclaimers.

8.1 If at any time within the period ending ninety (90) days from the start of the subscription period specified in the applicable Ordering Document for Customer’s initial subscription for the Services, the Services substantially fail to perform the functions described in the applicable Documentation, Customer will promptly notify Signiant in writing of such alleged nonconformance. Signiant will, at its own cost and expense and within thirty (30) days of receipt of such written notification, take commercially reasonable steps to correct such deficiency. Should Signiant fail to correct such deficiency, Customer may, as its sole remedy, upon giving Signiant written notice within five (5) days of such failure, terminate the subscription for the affected Services, discontinue all access to and use of such Services, return all Documentation, Ancillary Software and all related materials in its possession or control to Signiant or, at Signiant’s option, certify to their destruction, and receive a refund of all subscription fees paid by Customer for such Services. Signiant makes no warranty that the Services will operate uninterrupted or be error-free. Except for the express warranty in this section, Signiant makes no warranties and to the fullest extent permitted by applicable law expressly disclaims all other warranties, express, implied or statutory, including but not limited to any warranties of merchantability, fitness for a particular purpose and non-infringement. 

8.2 The Services are not intended for use by anyone under 13 years of age. By entering submitting an Ordering Document or accessing or using the Services, Customer is representing to Signiant that each Customer Authorized User or Permitted Third Party is over 13 years of age. 

8.3 Customer acknowledges that the Services may be used to transmit Customer Content to third parties, including without limitation, Permitted Third Parties, Authorized Users, Customer’s cloud storage provider or other Customer vendors and collaborators. Customer is solely responsible for the contents and legality of all Customer Content and for maintaining and protecting all Customer Content, as well as for its and Permitted Third Parties’ and its and their respective users’ use or misuse of the Services and/or Customer Content. Subject to Signiant’s confidentiality obligations under the TOS, but notwithstanding any other provision in the TOS or any Ordering Document(s), Signiant will not be liable for any loss or corruption of Customer Content. In no event will Signiant have any liability whatsoever for backing up or restoring any Customer Content or for any actions or inactions of Customer or any Permitted Third Party, Authorized User, or third party, in relation to Customer Content, including, without limitation, loss, corruption, failure of transmission or receipt, misdirection, infringement or misappropriation of Customer Content. 

8.4 Customer acknowledges and agrees that for Ancillary Software, (a) failure to implement all Updates supplied by Signiant or (b) any attempts by Customer to alter Ancillary Software without Signiant’s written direction or consent will be at Customer’s sole risk and may render such Ancillary Software unusable or nonconforming to the applicable Documentation. In no event will Signiant have any obligation to support or maintain any Ancillary Software except as otherwise expressly agreed in writing, and in any event Signiant will be under no obligation to support or maintain any Ancillary Software that has been altered or for which Updates have not been applied promptly after their release by Signiant. Signiant will not be responsible or liable for warranty or infringement claims, errors or any nonconformance with the applicable Documentation if such claims arise out of or are related to (i) any alteration made by Customer; (ii) Customer’s failure to implement any Updates within a reasonable period of time after their release by Signiant or (iii) the use or combination of the Ancillary Software with other items not provided by Signiant.

9. Indemnification.

9.1 Signiant will indemnify, defend and hold Customer harmless from any Claim to the extent that is based on an allegation that the Services, when used within the scope of the TOS and applicable Ordering Document and in accordance with the applicable Documentation, infringes or misappropriates a patent, copyright, trademark or trade secret owned by such third party that is valid in the United States. Should the Services become, or in Signiant’s opinion is likely to become, the subject of such a Claim, Signiant may at its option (a) procure for Customer the right to continue using the Services, or (b) replace or modify the Services to make them non-infringing, or (c) terminate the subscription for the affected Services and refund to Customer any pre-paid and unused Subscription Fees for such Services. The foregoing states the entire liability of Signiant with respect to any such Claim. 

9.2 Customer will indemnify and hold Signiant and its Affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any Claim arising out of or relating to (a) Customer’s failure to comply with its obligations under the TOS, whether attributable to Customer or any Authorized User or Permitted Third Party, (b) any allegation that any Customer Content or any other materials or data that Customer transmits to Signiant or through the Services infringes any patent, copyright, or trade secret or other proprietary right (including privacy rights) of any third party, or (c) Prohibited Content. 

9.3 The indemnified party must (a) promptly notify the indemnifying party in writing of any Claim for which indemnity is sought under this section, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced by such failure, and (b) allow the indemnifying party to solely control the defense of such Claim and all negotiations for settlement. The indemnified party must also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). 

10. Limitation of Liability. 

In no event will either party, its Affiliates, directors, officers, employees and agents (including successors and assigns) or any Signiant licensor be liable for any consequential damages or for any other indirect damages such as, but not limited to, exemplary or punitive damages, even if it has been advised of the possibility of such damages. Notwithstanding the form in which any legal or equitable action may be brought, except for its indemnification and confidentiality obligations under the TOS, neither party, its Affiliates, directors, officers, employees and agents (including successors and assigns) will be liable hereunder for damages exceeding the amount of the Subscription Fees paid by Customer in the 12 months immediately preceding the applicable claim that gave rise to such damages. No action or claim by either party against the other may be instituted more than 12 months after the event giving rise to such action or claim. 

11. Third-Party Software. 

Customer acknowledges that the Services may contain or be accompanied by third-party software subject to third-party notices that may include important licensing and warranty information and disclaimers. In the event of conflict between such notices and the TOS, such notices will take precedence (but solely with respect to the third-party software to which such notices relate). A list of applicable third-party software and associated notices is available upon verified request or may be found in the Documentation or other location indicated by Signiant from time to time. 

12. Government Restrictions. 

Customer, in its use of the Services, agrees to comply with all applicable laws, including those of the United States and any other country in which the Services may be accessed or used relating to export control, debarment, sanctions or any use or activity for which governmental approval is required. 

13. Service Evaluation. 

Notwithstanding anything herein to the contrary, if any Services are made available to Customer for evaluation purposes, the following terms and conditions in this Section will apply, except where Customer and Signiant have entered into a separate evaluation agreement. Signiant will provide to Customer nonexclusive, temporary, royalty-free, non-assignable access to such Services solely for internal, non-production, evaluation use during the Evaluation Period. Access to such Services may not be transferred and is provided “AS IS” without warranty of any kind, and Signiant’s support obligations and indemnification obligations under the TOS will not apply. Such Services may contain an automatic disabling mechanism that prevents use after expiration of the Evaluation Period. Upon expiration of the Evaluation Period, Customer will cease use of such Services and return to Signiant or destroy all copies of any associated Documentation and/or Ancillary Software in its possession or control. All other terms and conditions of the TOS will otherwise apply to Customer during its evaluation of such Services. 

14. Feature-Specific License Restrictions and Disclosures.

14.1 Flight Deck.

(a) Customer may install the number and type of Agents licensed by Customer hereunder at a Permitted Third Party’s facility and permit such Permitted Third Party to use such Agent(s) solely to deliver content to or receive content from Customer via Agent(s) licensed for such use. The Permitted Third Party’s use of Agents is subject to the End User License Agreement. 

(b) Except as otherwise explicitly permitted herein: (i) Flight Deck is for use by Customer personnel only;; and (ii) the applicable type of Agents may only be used to communicate directly to a single Manager licensed by Customer or to additional Registered Managers through their primary Manager, as described in the Documentation (sometimes referred to therein as “Cross Trust”). 

14.2 Media Shuttle. Customer may provide Media Shuttle access to Members as it deems necessary. Individually identified Member accounts cannot be shared with any other individual(s) or used as pool or group accounts. Each party that is designated by Customer as a Member will be sent a Signiant-owned link and password in connection with the use of Media Shuttle. 

14.3. Jet. Customer may create Routes using Jet Connectors. Each Route consumes two unique Jet Connectors. 

14.4. Reach Engine. Where applicable, Customer is responsible for its own AWS S3/Glacier or other environment(s) and transcoding solution(s) specified by Signiant, as well as for enabling Reach Engine access thereto, in each case in accordance with the applicable Documentation. Reach Engine works in combination with other Services, including Media Shuttle and Jet. Reach Engine workflows that result in transfers using such other Services are subject to the Overage and Cloud Data limits applicable to such Services. 

14.5. Media Engine. Customer acknowledges that, in contrast to other Services, the indexing and tagging features of Media Engine, used by Customer at Customer’s sole option, generate files and data that may include Customer Content and will be stored by Signiant. In addition to the prohibitions specified in the AUP, Customer must not use Media Engine to transmit to Signiant or cause Signiant to process or store any (a) payment card or other payment method data or confidential or regulated financial information, (b) health information, including without limitation “Protected Health Information” as that term is defined under the United States Health Insurance Portability and Accountability Act, or (c) “special categories” of personal data as described in Article 9, Paragraph 1 of the EU General Data Protection Regulation and substantially equivalent categories under applicable data protection laws. Notwithstanding any terms of the TOS or any Ordering Document (or any order of precedence language therein) to the contrary, Media Engine is provided to Customer on an as-is and as-available basis, subject to the parties rights and obligations in the TOS relating to Proprietary Information. 

15. Dispute Resolution; Governing Law; Venue. 

Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of the TOS, if applicable, which are alleged to be breached). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (virtually or in person) for the purpose of attempting in good faith, to resolve the dispute. Thereafter, except as otherwise agreed in writing, all disputes arising from or relating to the TOS or the provision or use of the Services shall be resolved by binding arbitration before a single arbitrator under the JAMS arbitration rules applicable pursuant to the table below. Arbitration shall be conducted in English and shall to the fullest extent possible be conducted virtually. To the extent the parties are required to appear in person, the place of arbitration shall be pursuant to the table below. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including all proceedings related thereto, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply prior to a party seeking from any court of competent jurisdiction a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or Confidential Information. Except as otherwise specified in the applicable Ordering Document, the TOS and all matters arising out of or relating to the TOS will be governed by and construed in accordance with the laws of the applicable jurisdiction set forth below, without regard to any choice of law provisions of such laws. The United Nations Convention on Contracts for International Sale of Goods is specifically excluded. Subject to the foregoing dispute-resolution procedures, and except as otherwise specified in the applicable Ordering Document, all proceedings relating to or arising out of the subject matter hereof will be maintained exclusively in the courts identified below situated in the applicable location set forth below, and the parties hereby consent, and waive any right to object, to personal jurisdiction and venue of such courts. Each party hereby waives, to the fullest extent permitted by applicable law, any right such party may have to a trial by jury in connection with any matter arising out of or relating to the TOS or the provision or use of the Services.