Terms of Use E-Signature

These terms of use (“the Agreement”) describe the terms and conditions under which Users (as defined hereinafter or “you”) can use the eSignatures Solution and eSignatures Platform (collectively the “eSignatures Service”).

The eSignatures Service is owned by Connective NV, registered with the Crossroads Bank of Enterprises under number 0467.046.486 and having its registered office at Wapenstraat 14 B301, B-2000 Antwerp or by any of its affiliates (jointly “Connective”).

“Account” means the account of the Initiator and/or the Approver on the eSignatures Platform which allows the Initiator to use the eSignatures Service;

“Approver” means the user who (i) has created an Account; (ii) and approves the Documents assigned to him by the Initiator;

“Authentication” means the data in electronic form which are attached to or logically associated with other electronic data and which serve as a method of authentication to be authorized to visualize or to be authorized to sign documents;

“Document” means the digital document uploaded by the Initiator on the eSignatures Platform through its Account which needs to be approved by the Approver and/or needs to be signed by the Signer;

“eSignatures Platform” means the platform on which the Initiator uploads the Documents;

“eSignatures Solution” means the web- based technology named “eSignatures” which Users can use to sign, distribute and receive signed digital Documents based on relevant business data;

“Initiator” means the user who (i) has created an Account; (ii) invites the Signer(s) to sign the Documents, (iii) invites the Approver(s) to approve the Documents and (iv) indicates the Receiver(s);

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;

“Receiver” means the user who (i) is not a Signer, (ii) is not an Approver and (iii) receives a download link by e-mail to the Signed Documents;

“Signer” means the User who is invited by the Initiator to provide its Signature to digitally sign the Documents;

“Signature” means the data in electronic form which are attached to or logically associated with other electronic data and which serve as a method to sign the Documents. The eSignature Platform provides multiple signing methods;

“Signed Documents” means the Documents who have been digitally signed by all Signers by use of their Signature;

“User” means the (i) Initiator; (ii) Receiver, (iii) Approver and/or (iv) Signer;

“User Content” means any content submitted to Connective by a User via the eSignatures Service, for example the Documents, the contact details of Users, or the Signed Documents;

“Website” means the website available to offer the eSignatures Service.

The eSignatures Service is a web based technology platform which can be used to sign and distribute digital Documents based on relevant business data.

Access to and use of some specific advanced features of the eSignatures Platform may require you to create an Account and provide certain information as prompted by the eSignatures Platform. Alphabet reserves the right to disallow, cancel, remove or reassign certain usernames. Alphabet determines in its sole and absolute discretion that they are inappropriate, deceptive, offensive, defamatory, obscene or unlawful.

After creating an Account, the Initiator (i) may upload the Documents on the eSignatures Platform and (ii) invite the Signer to digitally sign the Documents with its Signature, (iii) invite the Approver to approve the Documents and (iv) indicate the Receiver(s). Alphabet shall notify the Signer with an e-mail containing a direct link to the Document, and shall invite the Signer to provide its Signature and digitally sign the Documents. A download link to the Signed Documents shall be provided by e-mail to (i) the Signers and (ii) the Receivers.

The identity and the contact information of the Initiator will be disclosed to the Signers, Approvers and Receiver, if any, who were invited by the Initiator to use the eSignatures Solution.

The eSignatures Service also provides the “face-to-face” feature, allowing (i) the Initiator to upload and open the Documents on the eSignatures Platform, (ii) the Approver to provide its Approval in the same session and (iii) the Signer to provide its Signature in the same session.

The eSignatures Service is available to Users in the European Economic Area (EEA). If you access the eSignatures Service outside the EEA, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws.

Alphabet is concerned with the protection of your privacy and engages itself to comply with the applicable laws on privacy and data protection in relation to the processing of (personal) data in the EEA. Alphabet’s Privacy Policy for the use of the eSignature Services is accessible via this link.

By clicking the “I agree” button or using (i) the eSignatures Service or (ii) accessing any Signed Documents, you acknowledge and agree that your use of the eSignatures Service and/or the Signed Documents is exclusively governed by this Agreement. If you do not agree to any provision of this Agreement, you may not use in any manner the eSignatures Service and/or any Signed Documents.

In the event the eSignatures Service uses services of third parties, the terms of service and/or privacy policies of those third parties may apply. By accessing such third party service, you agree to comply with the applicable terms and you acknowledge that you are the sole party to such terms. Alphabet cannot be held liable in any way with regard to the content of such third parties’ terms or Privacy Policy.

We reserve the right at any time, and from time to time, with or without cause to:

- amend this Agreement;

- change the eSignatures Service or any part thereof, including eliminating, limiting or discontinuing, temporarily or permanently any service or other feature of the eSignatures Service or any part thereof without any liability against the User or any third parties; or

- deny or terminate, in part, temporarily or permanently, your use of and/or access to the eSignatures Service or any part thereof.

Any such amendments or changes made will be effective immediately in the eSignatures Service after publication on the eSignatures Platform. You agree that your continued use of the eSignatures Service after such changes constitutes your acceptance of such changes. In case you do not accept any such amendments or changes, you should cease the use of the eSignatures Service promptly.

We advise you to return to this page periodically to ensure familiarity with the most current version of this Agreement.

The eSignatures Service enables you to send and receive valid e-signatures in Europe under the E.U. e-IDAS Regulation 910/2014 of 23 July 2014. Please note that Connective /the eSignatures Service does not always verify the identities of the Signers depending on the chosen Signature method and configuration. To use all features of the eSignatures Service, your (mobile) device requires a WIFI or (mobile) internet connection. The access to such WIFI or (mobile) internet connection is in your sole responsibility and Alphabet cannot be held liable or accountable for any damages, losses or costs . We cannot ensure that the eSignatures Service or all parts thereof will function properly.

You are solely responsible for maintaining the confidentiality and security of your Account login information such as your password, as well as any other information or data provided by you for your use of the eSignatures Service, including the Documents, and are fully responsible for all activities that occur under your Account, whether or not such activity was authorized by you. You shall immediately notify Alphabet of any (suspected) unauthorized use of your Account or any other (attempted) breach of security. Alphabet will not be liable for any loss or damage arising from your failure to comply with the above requirements or any unauthorized use by a third party of your Account. You will also be held liable for any damage occurring to the eSignatures Service as a result of such unauthorized access or security breach.

You are solely responsible for any User Content that you provide through the eSignatures Service, and to the largest extent permissible by law, Alphabet excludes all liability with respect to all User Content and the activities of its Users with respect thereto. The Users have the sole responsibility to retain a copy of or make a back-up file of any User Content.

You agree to use the eSignatures Service only for their intended purpose as set forth in this Agreement. You warrant and agree to comply with all laws, rules and regulations applicable to your use of the eSignatures Service.

Within the limits of the applicable law, you are not permitted to (i) adapt, alter, translate, copy, reproduce, modify, sell, distribute, transmit, broadcast, publicly perform or otherwise make the eSignatures Service available or create derivative works based on the eSignatures Service; (ii) sublicense, lease, rent, loan, distribute or otherwise transfer the eSignatures Service (iii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify, discover any source code, underlying ideas, underlying user interface techniques or algorithms of the eSignatures Service by any means whatsoever, or disclose any of the foregoing except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (iv) use the eSignatures Service in any way or on any device that is unlawful, illegal, inappropriate, fraudulent or harmful; (v) gain unauthorized access to accounts of other users or the IT equipment or structure of Connective to provide the eSignatures Service including but not limited to by transmitting any worms, viruses, spyware, malware or any other code of a destructive, harmful or disruptive nature or use the eSignatures Service to conduct or promote any illegal or immoral activities; (vi) access the eSignatures Service by any means other than through the interface that is provided by Connective; (vii) use the eSignatures Service to generate unsolicited email advertisements or spam; (viii) use the eSignatures Service to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (xi) use any high volume automatic, electronic or manual process to access, search or harvest information from the eSignatures Service (including without limitation robots, spiders or scripts); (x) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the eSignatures Service or (xi) remove or in any manner circumvent any technical or other protective measures in the eSignatures Service.

Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the eSignatures Service or any part thereof, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the eSignatures Service.

All User Content and all worldwide Intellectual Property Rights pertaining thereto, is the exclusive property of the User. All rights in and to the User are reserved by the User.

Each party to this Agreement agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the party who discloses such information (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by Connective (or its agents), performance information relating to the eSignatures Service, and the terms of this Agreement shall be deemed Confidential Information of Connective without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to equitable relief, including injunction, in addition to whatever other remedies it might have at law.

Our User’s trust in the eSignatures Service is to the utmost importance of Alphabet. This is why Alphabet would like to inform you about which data it processes, why it is being processed, how and for which purposes. Our Privacy Policy is accessible via this link.

10.1 By User

You represent and warrant that (a) you have the authority to enter into this binding Agreement personally; (b) any registration information you submit when registering your Account is truthful and accurate and (c) that any User Content provided by you for the use of the eSignatures Service is accurate and truthful and shall not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or otherwise unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Connective’s system or data; (v) infringe any applicable legislation, including but not limited to any data protection legislation or (vi) otherwise violate the rights of a third party.

11.1 To the maximum extent permitted under applicable law, Alphabet will not be liable to the User or any third party, for any indirect, special, exemplary, punitive, incidental or consequential damages of any nature including without limitation to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the eSignatures Service and/or any Signed Documents under this Agreement, including but not limited to any miscalculations, or the use, misuse, or inability to use the eSignatures Service and/or any Signed Documents, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Alphabet has been notified of the likelihood of such damages.

11.2 You agree that Alphabet can only be held liable as per the terms of this article 11 to the extent damages suffered by you are directly attributable to Alphabet. For the avoidance of doubt, Alphabet shall not be liable for any claims resulting from (i) your unauthorized use of the eSignatures Service and/or Signed Documents, (ii) your or any third party’s modification of (any parts) of the eSignatures Service and/or Signed Documents, (iii) your failure to use the most recent version of the eSignatures Service made available to you or your failure to integrate or install any corrections to the eSignatures Service issued by Connective, or (iv) your use of the eSignatures Service and/or Signed Documents in combination with any non-Connective products or services. The exclusions and limitations of liability under this article shall operate to the benefit of Alphabet affiliates and subcontractors under this Agreement to the same extent such provisions operate to the benefit of Alphabet.

You hereby agree to fully indemnify, defend, and hold harmless Alphabet, its licensors, suppliers, agents, successors, and assigns and Alphabet and their directors, officers, employees, consultants, and other representatives, from and against any and all claims, damages, losses, costs, (including but not limited to reasonable attorneys' fees), liability or damage of any kind whatsoever, whether in tort or in contract, that are caused by or arise directly or indirectly out of or from any claim which is made by any third party with respect to: (a) any Documents and/or Signed Documents violating the Intellectual Property Rights of a third party; (b) any breach or violation by you of any provision of this Agreement, or any other instructions or policies issued by Alphabet; (c) your gross negligence, fraud or willful misconduct; and/or (d) any actual or alleged infringement, misappropriation, or violation by you of any third party’s Intellectual Property Rights.

13.1 By Initiator.

You can deactivate and/or delete your Account by logging into the eSignatures Platform and completing the procedure on the thereto dedicated link.

13.2 Effects of termination.

Upon the termination of this Agreement for any reason whatsoever in accordance with the provisions of this Agreement, at the moment of effective termination: (i) you will no longer be authorized to access or use the eSignatures Service, the Signed Documents or otherwise use any of the features offered by or through the eSignatures Service; (ii) Alphabet may delete or make Connective delete all data associated with your Account, including but not limited to any User Content except to the extent that Alphabet is legally obliged to retain such data or information for a certain period of time in accordance with applicable laws and regulations; (iii) all rights and obligations of Alphabet and the User shall terminate, except those rights and obligations under those sections specifically designated in article 14.8 of this Agreement.

As far as necessary, Alphabet advises you to save or back up any User Content that you have uploaded to your Account before terminating it, as Alphabet assumes no liability for any data that is irretrievably deleted following any termination of your Account.

14.1 Dispute Resolution/Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Belgium, without taking into account its conflicting laws. Any dispute arising out of or in connection with this Agreement or the use of the eSignatures Service and/or any Signed Documents that shall not be amicably settled by the parties through good faith negotiations within three (3) months after notification in writing shall be finally settled by the competent courts of Antwerp, Belgium, section Antwerp.

14.2 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.3 Entire agreement

This Agreement constitutes the entire agreement relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements with respect to such subject matter. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. This Agreement may not be changed, waived or modified except by Alphabet as provided herein or otherwise by written instrument signed by a duly authorized representative of Alphabet.

14.4 Waiver

Any failure to enforce any provision of the Agreement shall not constitute a waiver thereof or of any other provision.

14.5 Interpretation

Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Terms used in this Agreement referring to the singular shall include the plural and the masculine shall include the feminine.

14.6 Force Majeure

Alphabet shall not be liable for any failure or delay in the performance of its obligations with regard to the eSignatures Service and/or any Signed Documents if such delay or failure is due to causes beyond our control due including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to Connective’s information technology systems by third parties or any other cause beyond the reasonable control of Alphabet (the “Force Majeure Event”).

14.7 Notices

All notices from Connective intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your Account. If you change this email address, you must promptly update your email address on your personal settings page.

14.8 Survival

Articles 7, 8, 9, 10, 11, 12, 13, 14.1 and 14.6 shall survive any termination or expiration for whatever reason of this Agreement.