Signiant End User License Agreement
Effective February 14, 2024
This is the current version of the Signiant End User License Agreement. View all past versions in the archive.
1. Background and Applicability.
(a) Signiant, Inc. (“Signiant”, “we”, “us”) owns and offers on a subscription basis a proprietary online platform and other products and services, including online and distributed components and ancillary software (such as applications, servers, clients, libraries, APIs, SDK’s and other downloads) (such platform and other products and services, each, a “Product”).
(b) This End User License Agreement (this “EULA”) is a legal agreement between Signiant and the individual or entity (“you”, “your”) using the applicable Product, and it applies individually to each Product containing or linking to this EULA.
(c) If you are party to a separate, written agreement with Signiant that is currently in force (a “Customer Agreement”), then you are a “Customer User” of the Product(s) covered by the Customer Agreement, and the provisions of the Customer Agreement will take precedence over any conflicting provisions in this EULA for the duration of the Customer Agreement as to such Product(s).
(d) If you are not a Customer User, but have been authorized by a Customer User to use a Product as part of your relationship with the Customer User, and such use relates to the Customer User’s use of the Product as permitted in the applicable Customer Agreement (for example, sending and/or receiving files as a client, consultant or contractor collaborating with a Customer User in connection with a production project), then you are a “Permitted Third Party”, and the terms of this EULA in its entirety apply to your use of the Product, but may be subject to additional limitations the Customer User has agreed to in the Customer Agreement (for example, data throughput limitations).
(e) By indicating your acceptance of this EULA, or by downloading or using a Product, you represent that you are either a Customer User or a Permitted Third Party and that you have read, understand and agree to all provisions of this EULA as to that Product. If you use a Product on behalf of an organization, then you agree to this EULA on behalf of that organization, and you represent to us that you have the authority to do so.
(f) Subject to Section 1(c), if you do not agree to all terms of this EULA, you must not access or use the Product.
(g) If you are not a Customer User or a Permitted Third Party, you must not access or use the Product.
2. Permitted Use.
(a) Subject to your compliance with all applicable terms of this EULA and, if applicable, the Customer Agreement, Signiant grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Product in accordance with the documentation and release notes, if any, included in or provided with the Product, solely in connection with (i) if you are a Customer User, your use of the Product or enabled range of Products in accordance with the terms of the Customer Agreement or (ii) if you are a Permitted Third Party, your role as a Permitted Third Party in relation to the Customer User who has authorized to you send files to or receive files from that Customer User or other Permitted Third Parties of that Customer User in accordance with the terms of that Customer User’s Customer Agreement. The foregoing license is limited to the purpose for which the Product is made available to you and for the term of your Customer Agreement or the duration of your collaboration with a current Customer User and your authorization as a Permitted Third Party by that Customer User, as applicable.
(b) It is possible to be a Permitted Third Party in relation to more than one Customer User (if, for example, you collaborate with more than one Signiant customer). In that case, your use of the applicable Product for or with each Customer User is independently governed by this EULA. When you are no longer authorized by a current Customer User to use a Product in relation to your collaboration with that Customer User, you must immediately discontinue your use of the Product, unless you are an Authorized User of that same Product for another Customer User, in which case your use of that Product is limited to your collaboration with that other Customer User.
(c) If you do not know whether you are a Customer User or a Permitted Third Party, please contact your organization or the individual or organization that seeks to collaborate with you using one or more Products.
(d) Use of the Product is subject to our privacy policy, as it may be updated from time to time.
3. Prohibited Use. You are responsible for your use of the Product and for all communications, information and materials you provide or transmit through your use of the Product (collectively and individually, “Content”), as well as for your use of Content provided by others. In connection with your access to and use of the Product and Content, you agree not to:
(a) Violate any law or regulation (including, but not limited to, privacy laws, intellectual property laws, export-control laws, and industry regulations);
(b) Violate the terms of any agreement between you or your organization and us or any third party;
(c) Violate the rights of others, including, but not limited to, copyright, trademark, patent, trade secret, moral rights, rights of privacy or publicity, or other intellectual property or proprietary right;
(d) Threaten, harass, stalk, abuse, defame or mislead others;
(e) Harm or exploit minors in any way, or collect personal information of any minor;
(f) Harm or impair anyone else’s use of the Product or any other Signiant products or services;
(g) Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Product, except to the extent permitted under applicable law;
(h) Copy, frame, reformat, modify, adapt, translate or create derivative works based on the Product, except as otherwise expressly agreed by us in writing;
(i) Access, install or use the Product in such a manner as to enable unlicensed use of the Product or any other Signiant products or services;
(j) Misrepresent your affiliation with any person or entity, or access or use the Product as someone other than yourself;
(k) Distribute, rent, resell or transfer the Product to anyone else, or use the Product in connection with any service bureau, facility management, timeshare, application service provider or similar activity whereby you operate or use the Product for the benefit of a third party or any other use other than in support of your permitted use under this EULA and, if applicable, the Customer Agreement;
(l) Attempt to gain unauthorized access to or disrupt, overwhelm, disable or damage the Product or any other Signiant products or services or any other service, device, data, account or network, including by avoiding any authentication requirements, circumventing any security features, introducing malicious code or other harmful technology, or any other means;
(m) Engage in any vulnerability or other security testing or benchmarking;
(n) Provide or retransmit to Signiant or otherwise use the Product in connection with any Content that is unauthorized or prohibited under the terms of this EULA and/or Customer Agreement, if applicable, or that is unauthorized or prohibited by your organization or the applicable Customer User;
(o) Provide or retransmit to Signiant or otherwise use the Product in connection with any Content that comprises (1) classified information under any applicable law, regulation or governmental authority, (2) materials, the possession or transmission of which is illegal under applicable law, or (3) personal data of or relating to minors;
(p) Take any action that could cause the Product, in whole or in part, to become subject to the terms of any license or other agreement to which we have not expressly agreed to be a party, including without limitation any license that purports to require disclosure to the public or to any third party of any source materials of the Product or modifications thereof, or of any application or other technology with which the Product or derivatives thereof is intended to operate, or that purports to create any obligation to distribute any portions of any application or technology with which the Product or derivatives thereof is intended to operate;
(q) Assist, encourage, induce or enable others to do any of the foregoing.
4. Enforcement.
(a) Except as otherwise set forth in the Customer Agreement, if applicable, this EULA and all matters arising out of or related to this EULA and your use of the Product are governed by the laws of the United States and the Commonwealth of Massachusetts. Other laws and/or regulations may apply to your use of the Services. The restrictions listed above apply to the fullest extent permitted by applicable law.
(b) You agree to notify us if you become aware of any violation of the restrictions listed above.
(c) We reserve the right in our sole discretion to investigate, determine, and take actions in response to any violations of such restrictions or misuse of the Product, although we are under no obligation to do so. For example, we may:
- Investigate and take any action to prevent any security threat, fraud, or other illegal, malicious or unauthorized activity in connection with the Product;
- Remove or disable access to any Content that we believe violates the prohibitions in this EULA, the Privacy Policy or the terms of the Customer Agreement;
- Suspend or terminate your access to and use of the Product;
- Report suspected illegal activity to law enforcement officials, regulators or other appropriate third parties, and cooperate with any investigation or prosecution of illegal or prohibited activities.
5. Ownership.
(a) The Product is protected by copyright and other intellectual property rights worldwide. You acknowledge and agree that all right, title and interest in and to the Product, 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 Product is transferred to you, except for the limited license granted in this EULA and, if applicable, the Customer Agreement.
(b) As between you and Signiant, you own your Content. In addition, if the intended functionality of the Product, such as an SDK, is to enable you to develop applications that interoperate with other Signiant products or services, you own your developed applications, subject to Signiant’s and its licensors’ rights in the Product and those other products or services.
6. Third-Party Software. The Product may contain or be accompanied by software owned and made available by third parties under license terms that generally disclaim all warranties and liability for such software. In the event of conflict between the terms of any such license and this EULA or the Customer Agreement, if applicable, the terms of such license shall control, but only as to the third-party software to which such license relates. A list of such software and applicable licenses is available upon verified request or may be found in the documentation or release notes accompanying the Product or other location indicated by Signiant from time to time.
7. No Support or Maintenance. Signiant is under no obligation to provide support or maintenance for the Product except as otherwise set forth in the Customer Agreement.
8. No Warranty. To the fullest extent permitted by applicable law, and except as otherwise set forth in the Customer Agreement, (a) the Product is provided “as is” and without any warranty of any kind, (b) Signiant expressly disclaims all warranties, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, and non-infringement, and (c) your use of the Product is at your sole risk.
9. Limitation of liability. To the fullest extent permitted by applicable law, and except as otherwise set forth in the Customer Agreement, in no event will Signiant, its affiliates, directors, officers, employees and agents (including successors and assigns) or any Signiant licensor be liable for any direct, indirect, consequential, exemplary, punitive, or similar damages, including lost profits or lost data, arising out of or in connection with this EULA or your use of or inability to use the Product, even if Signiant has been advised of the possibility of such damages.
10. Indemnification. You agree to indemnify, defend and hold harmless Signiant and its affiliates, directors, officers, employees and agents (including successors and assigns) from and against any claim, suit, proceeding or other action arising out of or relating to your Content or your use of the Product.
11. Export Regulation. You acknowledge that the Product is subject to the import and export laws of the United States and the laws of any country where the Product is imported or re-exported. You agree to comply with all applicable laws and will not to export the Product or any component thereof or provide access thereto in contravention of this EULA and/or the Customer Agreement, as applicable, or any applicable law or to any prohibited country, entity, or person for which a United States export license or other United States governmental approval is required.
12. Term and Termination. This EULA will continue as to any Product for the applicable period described in Section 2, provided you are in compliance with its terms and are at all times either a Customer User or a Permitted Third Party. This EULA will automatically terminate upon your breach of this EULA and/or the Customer Agreement, as applicable. You may terminate this EULA at any time by notifying us. Upon any termination of this EULA, you must immediately stop using and destroy all copies of the Product or any component thereof in your possession or control. The provisions of Sections 3 through and including 13 will survive termination of this EULA.
13. General. You and Signiant are independent contractors and neither this EULA, nor any performance hereunder will create an employer-employee relationship between you and Signiant or make either party an agent of the other. You may not assign, delegate, sublicense or otherwise transfer your rights or obligations under this EULA, whether by operation of law or otherwise, without Signiant’s prior written consent. A waiver of any requirement hereunder in one instance will not constitute a waiver of such requirement in any other instance. If any provision of this EULA is deemed illegal or unenforceable, that provision will be severed, and the remainder of this EULA will remain in full force and effect. The United Nations Convention on Contracts for International Sale of Goods is specifically excluded. All proceedings relating to or arising out of the subject matter hereof will be maintained exclusively in the courts situated in Boston, Massachusetts, U.S.A., and you hereby consent to personal jurisdiction and venue therein and hereby waive any right to object to personal jurisdiction or venue therein. Except for the Customer Agreement, if applicable, this EULA is the entire agreement between you and Signiant as to its subject matter and supersedes all other agreements, proposals, representations and other understandings regarding the Product, whether oral or written. Any notice or other communication under this EULA must be given in writing and will be deemed to have been delivered and given for all purposes upon verifiable receipt by you at your email address on file at Signiant or by Signiant at legal@signiant.com.
14. Contact. If you have questions about this EULA or to report a violation, please contact us at legal@signiant.com.
