Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Compliant Signatures, Inc. ("gxpSign," "we," "us," or "our") governing your access to and use of the gxpSign electronic signature platform located at gxpsign.app (the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service.

2. Service Description

gxpSign is a Software-as-a-Service (SaaS) electronic signature platform designed for life sciences organizations and businesses requiring compliant document signing capabilities. The Service provides:

• Document Management: Upload, store, and organize PDF documents for electronic signing.
• Electronic Signatures: Create, place, and collect legally binding electronic signatures.
• Signature Workflows: Define signing order, add multiple signers, and track signature status.
• Audit Trails: Comprehensive logging of all signature-related activities.
• GxP Compliance Features: Tools designed to support compliance with FDA 21 CFR Part 11 and other regulatory requirements (Enterprise plan).
• API Access: Programmatic access to signature functionality (Professional and Enterprise plans).

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes.

3. Account Registration

3.1 Account Creation

To use the Service, you must create an account by providing accurate and complete information. You agree to:

• Provide truthful, accurate, and current registration information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for any activities that occur under your account. We recommend using strong passwords and enabling multi-factor authentication when available.

3.3 Age Requirement

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

4. User Responsibilities

4.1 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not:

• Use the Service for any illegal or unauthorized purpose
• Upload documents containing illegal, harmful, or offensive content
• Attempt to gain unauthorized access to any part of the Service
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to transmit viruses, malware, or other harmful code
• Violate any applicable laws, regulations, or third-party rights
• Use the Service to create, sign, or transmit fraudulent documents

4.2 Document Content

You are solely responsible for the content of documents you upload to the Service. You represent and warrant that you have all necessary rights and permissions to upload, sign, and share such documents.

4.3 Signature Authority

By using the Service to sign documents, you represent that you have the legal authority to sign on your own behalf or on behalf of any organization you represent. You understand that electronic signatures created through the Service are legally binding.

5. Subscription and Payment

5.1 Subscription Plans

The Service is offered through various subscription plans with different features and pricing. Current plan details are available on our pricing page. We reserve the right to modify pricing with 30 days' advance notice.

5.2 Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by law or as specified in these Terms
• You authorize us to charge your payment method for all applicable fees
• Failure to pay may result in suspension or termination of your account

5.3 Free Trial

We may offer a free trial period. At the end of the trial, your account will automatically convert to a paid subscription unless you cancel before the trial ends.

5.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. You will retain access to the Service until the end of your paid period.

6. Data Ownership and Privacy

6.1 Your Data

You retain all ownership rights to your documents and data uploaded to the Service ("Your Data"). We do not claim any ownership rights in Your Data.

6.2 License Grant

By uploading Your Data to the Service, you grant us a limited, non-exclusive license to use, process, and store Your Data solely as necessary to provide the Service to you and as described in our Privacy Policy.

6.3 Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6.4 Data Security

We implement industry-standard security measures to protect Your Data. However, no method of transmission over the Internet is 100% secure, and we cannot guarantee absolute security.

7. Compliance Disclaimers

7.1 GxP and FDA Compliance

While gxpSign provides features designed to support compliance with GxP regulations and FDA 21 CFR Part 11, we make no representations or warranties that:

• The Service is compliant with any specific regulatory requirements
• Use of the Service will result in regulatory compliance for your organization
• The Service meets all requirements of FDA 21 CFR Part 11 or any other regulation

7.2 Customer Responsibility

Regulatory compliance is ultimately your responsibility. You must:

• Conduct your own validation and qualification activities
• Implement appropriate policies, procedures, and controls
• Ensure proper user training and access management
• Maintain appropriate documentation and records
• Consult with qualified regulatory professionals

7.3 No Legal Advice

Nothing in the Service or these Terms constitutes legal advice. The legal validity and enforceability of electronic signatures may vary by jurisdiction and document type. Consult with qualified legal counsel regarding your specific requirements.

7.4 ESIGN and UETA

Electronic signatures created through gxpSign are intended to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). However, certain document types and transactions may be excluded from these laws.

8. Intellectual Property

8.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content (excluding Your Data), is owned by or licensed to gxpSign and is protected by copyright, trademark, and other intellectual property laws.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during your subscription term.

8.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Sublicense, sell, resell, or transfer access to the Service
• Remove or alter any proprietary notices
• Use our trademarks without prior written consent

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us the right to use such feedback without restriction or compensation.

9. Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GXPSIGN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

9.3 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

9.4 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless gxpSign and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your Data or documents uploaded to the Service
• Your failure to comply with applicable laws or regulations

11. Termination

11.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings. You will retain access until the end of your current billing period.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You breach any provision of these Terms
• You fail to pay applicable fees
• We are required to do so by law
• We reasonably believe your use poses a security risk

11.3 Effect of Termination

Upon termination:

• Your right to access the Service will cease immediately
• You may export Your Data for 30 days following termination
• We may delete Your Data after the 30-day period, except as required for compliance
• Provisions that by their nature should survive will continue to apply

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days.

12.2 Binding Arbitration

If informal resolution fails, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, unless otherwise agreed.

12.3 Class Action Waiver

You agree to resolve disputes on an individual basis and waive any right to participate in a class action or class arbitration.

12.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action not subject to arbitration shall be brought in the federal or state courts located in Delaware.

14. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on this page with a new "Last updated" date
• Sending an email notification to registered users
• Displaying a prominent notice within the Service

Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service and cancel your subscription.

15. Contact Information

If you have questions about these Terms of Service, please contact us:

16. Additional Terms

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and gxpSign regarding the Service.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.