Use when Licenses and Services are sold at the same time

1. LICENSE GRANT

1.1 Signiant grants to Licensee a terminable, nonexclusive, nontransferable, limited license without the right of sublicense to use the Product during the Term (as defined in Section 4.1 below), in accordance with the terms of this Agreement and any applicable documentation provided or made available by Signiant with the Product (“Documentation”). Licensee may install and use the object code version of such Product only for the specific Signiant Product ordered, for its internal use at its own facilities, in the number of copies and at the locations as specified in the Ordering Document (as defined in Section 4.1 below), and subject to any other restrictions or limitations specified in the Ordering Document.

1.2 Licensee may activate Users and Portals as it deems necessary and will be charged for the number of Users and Portals in accordance with its Pricing Plan as defined on the Ordering Document. "User" shall be defined as any one individual and associated email address who sends one or more files per month and/or who receives more than twice per month. Individually identified Users cannot be shared with any other individual(s) or used as pool or group accounts. “Portal” shall mean a unique, Signiant owned and controlled URL that enables a User or Signiant-authorized entity to interact with other Signiant software to send, submit and share files with other users or Signiant-authorized entities. Each party that is designated by Licensee as a User shall be sent a link and password by the Product in connection with the use of the Product (such link and domain name shall be owned by Signiant). Licensee shall be fully liable and responsible to Signiant if a User fails to comply with any of the terms and conditions of this Agreement.

1.3 Signiant hereby advises Licensee and Licensee acknowledges that the Product, including the Documentation, is protected, among other ways, by federal copyright law and international treaties. The Licensee will not copy the Product except as necessary to read the Product from the media into the memory of a computer solely for the purpose of executing it on a single device. Licensee may create one (1) archival copy of the Product, provided that any copy shall include Signiant’s copyright and other proprietary notices of Signiant and its licensors.

1.4 Licensee may not make any attempt to unlock or bypass any initialization system or system designed to control use, or encryption techniques utilized by the Product. Licensee may not copy, modify, reverse engineer, decompile, disassemble 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 Signiant Products.

1.5 This Agreement does not grant the Licensee any right, title, or interest in the Product or any domain names which are used by the Products and sent to the Users as links to use the Product. All enhancements, intellectual property rights and/or modifications to the Product will be owned by Signiant or the respective licensor and will be subject to these provisions. Signiant, with reasonable prior notice, will have the right to audit the usage of the Product and Licensee's compliance with this Agreement. Signiant may use any feedback, comments, or suggestions Licensee sends Signiant or posts in its forums without any obligation to Licensee. Licensee is not granted any rights to use the Signiant trademarks, logos, domain names, or other brand features.

1.6 Signiant, in its own discretion, may update the Product with upgrades, enhancements and/or fixes. Signiant may provide such updates by automatically updating the Products on the Licensee’s computer or device on which the Product resides.

2. LICENSEE’S OBLIGATIONS

2.1 Licensee will indemnify and hold Signiant and its affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any claim, suit, proceeding or other action arising out of or relating to (A) Licensee’s or a User’s failure to comply with its obligations under this Agreement or (B) a claim that the any materials or data that Licensee or a User transfers using the Product (“Licensee Content”) infringes any patent, copyright, or trade secret of any third party.

2.2 License is responsible for maintaining and protecting all Licensee Content. Signiant will not be liable for any loss or corruption of Licensee Content, or for any costs or expenses associated with backing up or restoring any Licensee Content.

2.3 Licensee is solely responsible for its and a User’s conduct, the Licensee Content, and Licensee’s and a User’s communications with others while using the Product. Licensee shall indemnify, defend and hold Signiant harmless from any Claim pertaining to or arising from the Licensee Content.

2.4 The Product is not intended for use by Licensee or a User if it is under 13 years of age. By agreeing to this Agreement, Licensee is representing to Signiant that Licensee and each User is over 13 years of age.

3. CONFIDENTIALITY

3.1 Licensee shall: (a) not disclose the Proprietary Information to any third party, (b) not use the Proprietary Information in any fashion except for purposes of performing this Agreement, and (c) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Proprietary Information. For purposes of this Agreement, “Proprietary Information” will include the Product and any and all trade secrets or confidential or proprietary information of Signiant. Licensee agrees to receive and hold in confidence and not disclose to third parties, except as explicitly allowed hereunder, the Proprietary Information.

3.2 Licensee agrees that any breach by it of Section 3.1 will cause Signiant substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, Signiant will have the right to seek specific performance and other injunctive and equitable relief. Licensee agrees to immediately notify Signiant of any such unauthorized disclosure once Licensee becomes aware of such disclosure.

3.3 The confidentiality obligations of this section will not apply to information that (i) is or becomes part of the public domain through no act or omission of Licensee, (ii) was in Licensee’s lawful possession prior to the disclosure, (iii) is lawfully obtained from a third party without restriction on disclosure or (iv) is independently developed by Licensee without use of the Proprietary Information.

4. TERM; TERMINATION

4.1 Licensee may use the Product during the term specified in the separately executed License Order Schedule(s) or Purchase Order(s) entered into between Signiant and the Licensee for the Product (the “Ordering Document(s)”) and shall automatically renew for periods of one year thereafter (the term specified in the Ordering Document together with each renewal term, the “Term”), unless either party provides at least ninety (90) days’ written notice of its intent to terminate the Agreement prior to the completion of the then current term.

4.2 The Term may be terminated by Signiant upon notice in the event that Licensee has breached any of the terms of this Agreement. Upon termination, Licensee will promptly discontinue use of the Product and destroy all copies of the Product and related materials in its possession or control and upon request by Signiant certify to Signiant as to their destruction.

4.3 The provisions of Sections 1.3, 1.4, 2.1, 3, 4.3 and 5-9, inclusive, will survive expiration or termination.

5. LIMITED WARRANTY; LIMITATION OF LIABILITY

If at any time within the period ending thirty (30) days from the earlier of the date that License first pays for or uses the Product, the Product substantially fails to perform the functions described in the Product end user documentation made available by Signiant, Licensee will notify Signiant in writing during such warranty period of such alleged nonconformance during. Signiant will, at its own cost and expense and within thirty (30) days of receipt of such written notification, correct such deficiency. Should Signiant fail to correct such warranty breach, Licensee may, as its sole remedy, upon giving Signiant written notice within five (5) days of such failure, terminate this Agreement, destroy the copy of such Product in its possession and receive a refund of all the fees paid by Licensee for such Product.

EXCEPT AS SPECIFIED ABOVE, THE PRODUCT IS PROVIDED “AS IS”, AT LICENSEE’S OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. SIGNIANT ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Signiant will have no responsibility for any harm to Licensee’s computer system, loss or corruption of data, or other harm that results from Licensee’s access to or use of the Product.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIGNIANT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SIGNIANT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCT OR USE OF THE PRODUCT MORE THAN THE AMOUNTS PAID BY LICENSEE TO SIGNIANT FOR SUCH PRODUCT.

6. STATISTICAL USAGE DATA

Signiant collects usage information from Licensee’s and the Users 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 Users, incorporate customer data, file-names or content transmitted by User(s). Signiant retains all intellectual property rights to such statistical information.

7. ACCESS OF USER INFORMATION

Licensee acknowledges consents and agrees that Signiant may access, and preserve the information provided by Licensee and each User during the registration process and any other information Licensee or a User provides to Signiant for the sole purpose of providing the Product and services to Customer. Signiant may disclose such User information only if required to do so by law.

Licensee acknowledges and agrees that certain information it and its Users shares with Signiant (such as information Licensee provides during the registration process), including Licensee’s or a User’s name, company, location, and domain part of their email addresses, may be shared and viewed by other users of the Product. SIGNIANT IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION LICENSEE OR A USER PROVIDES TO SIGNIANT AS PART OF THE REGISTRATION PROCESS OR WHICH LICENSEE PROVIDES TO OTHER USERS.

Licensee should review Signiant’s Privacy Policy (posted on its website) before deciding to use the Product. Signiant’s Privacy Policy is hereby incorporated into this Agreement by reference, and governs Signiant’s treatment of any information, including personally identifiable information Licensee submit to Signiant.

8. GENERAL

Licensee may not assign, delegate, sublicense or otherwise transfer its rights or obligations under this Agreement without Signiant's prior written consent. A waiver of any breach(es) will not constitute a waiver of any future breach(es) of a similar or different nature. If any provision of this Agreement is deemed illegal or unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. The headings used in this Agreement are for convenience only and will not create any rights or obligations or affect the meaning or interpretation of this Agreement. This Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., excluding all choice of law provisions. 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 the parties hereby consent to personal jurisdiction and venue therein and hereby waive any right to object to personal jurisdiction or venue therein. Licensee acknowledges that the Product may be subject to export controls under applicable export control regulations, including without limitation, the U.S. Export Administration Regulations, and agrees to comply with any such regulations. This Agreement supersedes all other agreements, proposals, representations and other understandings regarding the Product, whether oral or written. The terms and conditions of any purchase order or other instrument issued by Licensee or its agent in connection with this Agreement that are in addition to or inconsistent with the terms and conditions of this Agreement are null and void and will not be binding on Signiant. Alterations or modifications of this Agreement will be valid only if made in a writing signed by both parties authorized signatories. Except as otherwise provided herein, if the performance of any obligation hereunder (other than the making of payments hereunder) is prevented, restricted or interfered with by reason of any event, act or condition beyond the reasonable control of the affected party, the party so affected, upon written notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference.

9. THIRD PARTY SOFTWARE

Licensee acknowledges that the Product may contain or be accompanied by certain third party software products (“Third-Party Products”). These Third Party Products, if any, are identified in, and subject to, special license notices, terms and/or conditions as set forth in the Third Party Product packaging and/or in the “notices.txt” file accompanying the Product (“Third-Party Notices”). The Third-Party Notices may include important licensing and warranty information and disclaimers. In the event of conflict between the Third-Party Notices and the other portions of this Agreement, the Third-Party Notices will take precedence (but solely with respect to the Third-Party Products to which the Third-Party Notices relate).

10. EXPORT REGULATION.

Licensee acknowledges that the Product and related technical data and services (collectively "Controlled Technology") are subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. Licensee agrees to comply with all relevant laws and will not to export any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Signiant products, including the Controlled Technology are prohibited for export or re-export to Cuba, North Korea, Iran, Syria and Sudan and to any country subject to relevant trade sanctions.