Terms and Conditions

Effective January 17, 2019

  SIGNIANT INC.

1.  DEFINITIONS.

“Active User” means any Member who uses the product in a given month except for those Members who only use the Product to receive fewer than three (3) file transfers in such month.

“Agent” means a Signiant Transfer Agent.

“Agreement” means the Master Agreement.

“Cloud Data” means the total amount of data, in gigabytes (GBs) that Licensee may consume in the applicable period as described in the relevant Ordering Document. For the sake of clarity, Cloud Data consumption includes use of features that pass data through the cloud and files that pass through a Signiant service tier in the cloud. Examples include “app-less transfers” and “Play”.

“Connector” means the virtual token that is consumed (one on each end) when a Route is created.

“Data Out” means a fee charged by Licensee’s cloud storage provider for data transferred from the Licensee’s cloud storage.

“Documentation” means any specifications, guides, reference documents or other documentation related to the Product which Signiant provides to Licensee.

“Endpoint” means a server or servers where Jet software is installed.

“Flight” means the Signiant software-as-a-service Product named Flight.

“GBs” means gigabytes.

“Jet” means the Signiant software-as-a-service Product named Jet.

“Licensee” means the company identified in the applicable Ordering Document.

“Licensee Content” means materials transmitted or received by Licensee through it’s use of Signiant’s Product(s).

“Manager” means a Signiant Manager.

“Media Shuttle” means the Signiant software-as-a-service Product named Media Shuttle.

“Member” means a unique email address registered on the Media Shuttle system. A Member may or may not be an Active User in any given monthly period.

“Ordering Documents” means a license order schedule, purchase order or SaaS product ordering document.

“Overage” means the fees charged to Licensee in the event that, (i) in the case of Media Shuttle, the number of actual Active Users in a monthly period exceeds the number of Active Users included in the Annual Subscription Price; (ii) in the case of Jet, the number of actual Connectors consumed exceeds the number of Connectors included in the Annual Subscription Price (iii) in the case of Flight, Jet, Transfer API or Media Shuttle, Licensee consumes Cloud Data in excess of the amounts included in the Annual Subscription Price as set forth on the Ordering Document; or (iv) in the case of Transfer API, Licensee consumes data in excess of the amounts included in the Annual Subscription Price as set forth in the Ordering Document.

“Permitted Third Parties” means third parties such as customers, consultants or vendors of Licensee.

“Product” means the Signiant software product licensed to Licensee in connection with this Agreement.

“Product Terms and Conditions” means these Terms and Conditions

“Registered” means the Agent security certificate located within the Product has been stored in the Manager or exchanged with other Manager(s)

“Route” refers to the transmission path between two Endpoints, as defined by two discrete Connectors. Individual Routes may not share Connectors.

“Services” means any professional services provided by Signiant in connection with this Agreement and delivered pursuant to a Statement of Work.

“Signiant” means Signiant, Inc.

“Statement of Work” means a statement of work signed pursuant to this Agreement.

“Term” means the term specified in the applicable Ordering Document together with any renewal term.

“Transfer API” means the Signiant software-as-a-service Product named Transfer API.

“Upgrades” means patches, releases, modifications and updates to, and new versions of, the Product provided by Signiant to its customers generally and at no additional charge, but does not include Products marketed by Signiant as a separate product or as a module for which Signiant generally charges additional fees

“Work” means any work, ideas, inventions, discoveries, processes and improvements, computer programs, software products, specifications, operating instructions, notes, and all other documentation created or conceived, alone or with others, in connection with Services rendered hereunder to which Licensee is provided access to and/or use of under a Statement of Work.

2. PERPETUALLY LICENSED SOFTWARE PRODUCTS.

2.1 Where the Product is perpetually licensed software, Signiant grants to Licensee a nonexclusive, nontransferable, non-sublicensable, limited license to install and use the object code version of the Product in accordance with the Ordering Document and the Documentation. Licensee shall use each Product and its Documentation only for Licensee’s internal business use, and not for the benefit of any third party, whether on a time-rental, sharing, service-bureau or similar basis. Notwithstanding the forgoing, Licensee may permit Permitted Third Parties to use the Product(s) solely in the course of conducting business with Licensee and solely in connection with Licensee’s use of such Product(s) subject to the terms and conditions of this Agreement.

2.2 Licensee acknowledges that the Product, including the Documentation, is protected by federal copyright law and international treaties. Licensee will not copy the Product except (i) as necessary for the purpose of executing it on a single machine (whether a stand-alone computer or a workstation of a multi-terminal system) or (ii) to create an archival copy. Except as otherwise expressly set forth in this Agreement or expressly agreed by Signiant in writing, and except in connection with a documented data-recovery re-installation in the event of equipment failure or replacement, each licensed copy of any Product, as specified on the applicable Ordering Document, shall be installed only once, and Licensee shall not transfer or create any other instance of the Product.

2.3 Licensee shall not make any attempt to unlock or bypass any initialization system or system designed to control use or encryption techniques utilized by the Product. To the fullest extent permitted by applicable law, Licensee shall not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Product or create derivative works based on the Product or Documentation or install or use the Product in such manner as to enable the use of unlicensed Products. To the extent Licensee or any Licensee Client (defined below) may be considered an agency, department or instrumentality of the U.S. Government, use of the Product is subject to the terms of this Agreement, and the Product is 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.

2.4 Licensee may install Agents licensed by Licensee hereunder at a Permitted Third Party’s facility and permit such Permitted Third Party to use the Agent(s) solely to deliver content to or receive content from Licensee via Agent(s) licensed for such use.

2.5 Except as otherwise explicitly permitted herein: (i) Product is for use by Licensee personnel only; (ii) the Agent license key(s) shall only be applied to a single Manager; (iii) the Agents shall only be used to communicate directly to a single Manager licensed by Licensee or to additional Registered Managers through their primary manager, as described in the Documentation, otherwise referred to as “Cross Trust”.

2.6 Licensee shall neither install the Agents at a Permitted Third Party’s facility, nor allow the Permitted Third Party to use the Agents unless Licensee first enters into a written agreement with such Permitted Third Party that contains terms at least as restrictive with respect to the Product as those contained herein and includes the following or substantially similar language: “[Permitted Third Party] agrees that all right, title and interest in and to any software (the “Signiant Product”) provided to Licensee or [Permitted Third Party by Signiant, Inc. (“Signiant”) belong to Signiant, and no such right, title or interest therein is transferred to [Permitted Third Party], except for the limited license granted hereunder.  To the fullest extent permitted by applicable law, [Permitted Third Party] shall not (i) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Signiant Product or create derivative works based on the Signiant Product or install or use the Signiant Product in such a manner as to enable the use of unlicensed Signiant Products, or (ii) distribute or transfer the Signiant Product to any party.” Licensee shall enforce the terms of the Third Party Agreement pertaining to Signiant and the Product, and Licensee shall be fully liable and responsible to Signiant for any breach by the Permitted Third Party.

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

2.8 Licensee may purchase renewal Upgrade and Support Services on an annual basis. If Licensee does elect to purchase renewal Upgrade and Support Services, Licensee must purchase Upgrade and Support Services for all Signiant software products licensed to Licensee.

3. SERVICES

3.1 The scope of Services, if any, to be performed by Signiant for each project will be mutually agreed upon in a Statement of Work, and each Statement of Work will contain: (a) a description of the Services; (b) the estimated performance schedule, if available; and (c) a description of fees and payment schedule. If applicable, the Statement of Work may contain additional terms and conditions governing the Services.

3.2 Certain Services may include the preparation and delivery of specified deliverables. The definition of associated deliverables will be included in the definition of the Services in the relevant Statement of Work. Unless otherwise specified in a Statement of Work, licenses to deliverables will be governed by Section 2 of the Agreement.

3.3 Signiant will provide Services under any Statement of Work in a professional and workmanlike manner.

4. SAAS PRODUCTS

4.1 Statistical Usage Data

4.1.1 Signiant collects statistical usage information from Licensee’s and the Member’s use of the Product. Licensee acknowledges and agrees that Signiant shall have the unrestricted right to use such data in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Product and services, and make any such information publicly available, provided that such information does not identify Licensee or its Members or incorporate file-names or content transmitted by Members. Signiant retains all intellectual property rights to such statistical information.

4.1.2 Licensee acknowledges, consents and agrees that Signiant may access and preserve the information provided by Licensee and each Member during the registration process and any other information Licensee or a Member provides to Signiant for the purpose of providing the Product and Services to Licensee. Signiant may disclose such Licensee and Active User information only if required to do so by law; provided, however, that Licensee acknowledges and agrees that certain such information, including Licensee’s or a Member’s name, company, location, and domain, may be shared and viewed by other Active Users of the Product as the result of a Member to Member interaction (i.e. file transfer) initiated by a Member.

4.1.3 SIGNIANT IS NOT RESPONSIBLE FOR ANY USE, MISUSE, UNAUTHORIZED DISCLOSURE OR MISAPPROPRIATION OF ANY LICENSEE OR MEMBER CONTENT OR INFORMATION, INCLUDING LICENSEE PROPRIETARY INFORMATION, BY LICENSEE, ANY MEMBER OR ANY THIRD PARTY WHO GAINS ACCESS TO ANY SUCH CONTENT OR INFORMATION DIRECTLY OR INDIRECTLY FROM LICENSEE OR ANY SUCH MEMBER.

4.1.4 Signiant’s Privacy Policy (posted on its website) is hereby incorporated into this Agreement by reference.

4.1.5 In the event that it is necessary for Licensee to provide Signiant with Licensee’s cloud storage provider credentials, Signiant shall use such credentials for the sole purpose of providing the Product and Services to Licensee. Signiant represents that such credentials (i) shall not be retained by Signiant after the term of this Agreement and (ii) shall be kept confidential by Signiant.

4.2 Media Shuttle

4.2.1 Licensee may provide access to Members as it deems necessary. Licensee will be charged for the number of Active Users in accordance with the pricing set forth in the applicable Ordering Document. 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 Licensee as a Member shall be sent a Signiant-owned link and password in connection with the use of the Product. If in any calendar month the actual number of Active Users exceeds the number of Active Users set forth in the applicable Ordering Document, Overage will be assessed. Overage will be invoiced within thirty (30) days of the end of the applicable calendar month and is due within thirty (30) days of such date.

4.2.2 If the Annual Subscription Price set forth in the applicable Ordering Document includes features or functionality that transfer data to or from the cloud or transfer or stream through the cloud, then the Annual Subscription Price will include Cloud Data to be used throughout the Term. Once Licensee has consumed the Cloud Data included in its Annual Subscription Price, Licensee will be charged for Overage at the rate set forth in the applicable Ordering Document. Licensee will be billed for such Overage monthly in arrears based on calendar month. All payments are due within thirty (30) days from Licensee’s receipt of a valid invoice.

4.3 Flight

4.3.1 Licensee may access and use Flight during the Term for the transfer of the amount of Cloud Data set forth in the applicable Ordering Document. Signiant will bill Licensee and Licensee will pay Signiant any Data Out Fees incurred by Signiant from Licensee’s cloud storage provider. Such pass through charges will b e charged to Licensee at the cloud storage provider’s then current rates as may be found here:

In the case of Amazon S3: http://aws.amazon.com/s3/pricing

In the case of Microsoft Azure: http://azure.microsoft.com/en-us/pricing/details/data-transfers/

In the case of Google Cloud Storage: http://cloud.google.com/storage/pricing

4.3.2 The Annual Subscription Price will include Cloud Data to be used throughout the Term. Once Licensee has consumed the allotted Cloud Data included in its Annual Subscription Price, Licensee will be charged for Overage at the rate set forth in the applicable Ordering Document. Licensee will be billed for such Overage monthly in arrears based on calendar month. All payments are due within thirty (30) days from Licensee’s receipt of a valid invoice.

4.4 Transfer API

4.4.1 During the Term, Licensee shall install the Transfer API on a Licensee owned website solely to assist Members in transferring files to Licensee or other Members, and subject to any other restrictions or limitations specified in the Ordering Document. Licensee shall not use the Web Transfer API or the Product to create any product or service that competes with Signiant or that exists for the purpose of providing a technology or service offering for the accelerated movement of files of any type other than as purely incidental to Licensee’s existing Member experience, service offering, or application. Licensee has no right to repackage, divert, license, sublicense, rent, or resell the Web Transfer API to or for the benefit of any third party.

4.4.2 Licensee shall prominently display the phrase Powered by Signiant ™ on its website, displayed either on Licensee’s home page or on a page on which the Member interacts with Licensee’s application and initiates a file transfer.

4.4.3 In the event that Licensee transfers data out from it’s cloud storage provider, Signiant will bill Licensee and Licensee will pay Signiant any pass through charges incurred by Signiant from Licensee’s cloud storage provider. Such pass through charges will b e charged to Licensee at the cloud storage provider’s then current rates as may be found here:

In the case of Amazon S3: http://aws.amazon.com/s3/pricing

In the case of Microsoft Azure: http://azure.microsoft.com/en-us/pricing/details/data-transfers/

In the case of Google Cloud Storage: http://cloud.google.com/storage/pricing

4.4.4 The Annual Subscription Price will include data to be used throughout the Term. Once Licensee has consumed the data included in its Annual Subscription Price, Licensee will be charged for Overage at the rate set forth in the applicable Ordering Document. Licensee will be billed for such Overage monthly in arrears based on calendar month. All payments are due within thirty (30) days from Licensee’s receipt of a valid invoice

4.5 Jet

4.5.1 Licensee may create Routes using Connectors included in their Annual Subscription. Each Route consumes two unique Connectors. Licensee will be charged for the number of Connectors in accordance with the pricing set forth in the applicable Ordering Document. If in any calendar month the actual number of Connectors installed exceeds the number of Connectors set forth in the applicable Ordering Document, Overage will be assessed. Overage will be invoiced within thirty (30) days of the end of the applicable calendar month and is due within thirty (30) days of such date.

4.5.2 Once a Connector has been used to form a Route, it has been consumed for the duration of the Term and cannot be re-deployed to create a new Route.

4.5.3 If the Annual Subscription Price set forth in the applicable Ordering Document includes features or functionality that transfer data to or from the cloud or transfer or stream through the cloud, then the Annual Subscription Price will include Cloud Data to be used throughout the Term. Once Licensee has consumed the Cloud Data included in its Annual Subscription Price, Licensee will be charged for Overage at the rate set forth in the applicable Ordering Document. Licensee will be billed for such Overage monthly in arrears based on calendar month. All payments are due within thirty (30) days from Licensee’s receipt of a valid invoice.