Terms and Conditions

These Terms and Conditions (these “Terms”) form a legally binding agreement between you and Spenat Labs Inc. (“Spenat Labs,” “we,” “us,” or “our”) and govern your access to and use of our electronic document, signature, approval, workflow, and related software, websites, applications, and services (collectively, the “Service”).

These Terms apply to: (a) account holders, senders, workspace administrators, team members, and paying customers; (b) recipients, reviewers, approvers, signers, and other persons who access a document, signing link, or workflow through the Service, whether or not they register for an account; and (c) any entity on whose behalf a person uses the Service.

By creating an account, accessing the Service, opening a signing link, reviewing a document, clicking to accept, signing electronically, or otherwise using any part of the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Eligibility and Authority

You may use the Service only if you are at least 18 years old and capable of forming a binding contract under applicable law. If you use the Service on behalf of an entity, organization, or other person, you represent and warrant that you have full authority to bind that party to these Terms, and in that case “you” includes both you and that party.

If you are a workspace administrator, purchaser, or other person accepting these Terms for a company, team, or other organization, you agree on behalf of that organization and all authorized users, invitees, and affiliated personnel using the applicable account or workspace. The organization is responsible for all use of the Service under its account, workspace, subscriptions, seats, domains, and administrative settings.

2. The Service

The Service is a software platform that may enable users to upload and manage documents, create and manage templates, add recipients and signers, place or suggest fields, request signatures, approvals, acknowledgments, or other actions, electronically sign or approve documents, store documents, manage teams and workspaces, apply branding, and use related functionality we may offer from time to time.

The Service may include optional, beta, preview, experimental, or AI-assisted features, including document analysis, optical character recognition, automated field detection, extraction, classification, workflow suggestions, fraud signals, or other automated processing. Such features may be inaccurate, incomplete, unavailable, delayed, or inappropriate for your use case and must be independently reviewed by you before reliance.

We may add, remove, modify, suspend, limit, or discontinue any feature, functionality, integration, storage practice, user interface, workflow, security measure, usage limit, or part of the Service at any time, with or without notice, in our sole discretion.

3. Separate Electronic Consent

Electronic signature consent, consent to transact electronically, hardware and software disclosures, and related signer-facing disclosures may be presented separately within the Service. You agree that such disclosures, when presented, are part of the contractual framework governing your use of the Service and your completion of electronic transactions through it.

4. No Legal Advice; User Responsibility

The Service is a technology platform only. Spenat Labs is not a law firm, not a notary, not a fiduciary, not an escrow agent, not a records custodian, and does not provide legal, tax, compliance, regulatory, accounting, or other professional advice.

You are solely responsible for:

• determining whether a document, workflow, process, signature method, authentication method, approval step, record retention practice, notice, disclosure, or electronic signature is legally sufficient, valid, enforceable, admissible, or appropriate for your purposes;
• determining whether the use of electronic records and electronic signatures is permitted for your transaction, document type, industry, counterparties, and jurisdiction;
• ensuring compliance with all laws, regulations, and industry requirements applicable to your use of the Service, your documents, and your transactions, including laws relating to electronic signatures, privacy, consumer protection, employment, corporate authorization, regulated industries, export controls, sanctions, notarization, identity verification, record retention, and evidentiary requirements;
• reviewing all documents, fields, recipients, permissions, routing, workflows, notices, and outputs before sending, signing, relying on, or distributing them;
• obtaining any necessary consents, notices, rights, and permissions from document recipients, signers, data subjects, employees, contractors, customers, and other third parties; and
• maintaining your own copies, backups, records, and audit evidence.

You acknowledge that laws governing electronic signatures and records vary by jurisdiction and document type and that some documents or transactions may not be suitable for electronic execution or may require additional procedures, disclosures, witnesses, notarization, identity proofing, retention measures, or other safeguards not provided by the Service.

5. Accounts, Workspaces, and Security

Some features require an account. Senders and workspace users must register and provide accurate, current, and complete information. You must keep credentials confidential and are responsible for all activity occurring under your accounts, workspaces, seats, credentials, domains, integrations, and administrative controls.

You must promptly notify us at hello@spenatlabs.com of any suspected unauthorized access, credential compromise, misuse, data incident, or security issue involving your use of the Service.

We may rely on account credentials, signer links, email addresses, access tokens, device or browser context, audit events, routing steps, and other indicators as instructions or proof of action, but we have no obligation to verify the identity, authority, intent, mental capacity, legal capacity, authenticity, or authorization of any user, signer, sender, reviewer, or recipient.

Workspace administrators are responsible for managing user access, permissions, data visibility, branding, routing, templates, integrations, retention settings, and all activity within the workspace.

6. Fees and Commercial Terms

Use of paid features is governed by any applicable order form, statement of work, proposal, invoice, quote, commercial agreement, or other written pricing arrangement between you and Spenat Labs (collectively, “Commercial Terms”). If there is a conflict between these Terms and the Commercial Terms, the Commercial Terms control only with respect to pricing, payment, subscription scope, and other matters expressly addressed there.

Unless otherwise stated in the Commercial Terms:

• fees are stated in the currency designated by us;
• fees are non-cancelable, non-refundable, and non-creditable;
• payment obligations are absolute and not subject to setoff, deduction, or withholding;
• taxes, duties, levies, and similar charges are your responsibility, excluding taxes on our net income; and
• we may suspend or terminate the Service or any account, workspace, or transaction flow for late payment, nonpayment, chargebacks, billing disputes, or credit risk.

Any implementation fees, onboarding fees, professional services fees, setup fees, customization fees, migration fees, or other one-time fees are separate from recurring subscription or usage fees and are not included in any liability measure unless non-waivable law expressly requires otherwise.

7. Your Content and License

As between you and Spenat Labs, you retain whatever rights you have in documents, files, names, signatures, images, data, text, templates, metadata, recipient lists, branding assets, and other materials you submit to or through the Service (collectively, “Customer Content”).

You grant Spenat Labs and its affiliates, subprocessors, contractors, infrastructure providers, and service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, store, transmit, process, adapt, format, reproduce, display, analyze, and otherwise use Customer Content as necessary or useful to provide, secure, maintain, improve, support, monitor, and operate the Service, to enforce these Terms, to comply with law, and to create logs, backups, audit trails, and technical records.

You also grant us the right to use aggregated, anonymized, and de-identified data, metadata, usage statistics, technical logs, and derived insights for analytics, security, abuse prevention, benchmarking, model improvement, product improvement, operations, and business purposes, provided such data does not identify you as an individual or disclose your Customer Content in identifiable form.

You represent and warrant that you have all rights, permissions, notices, consents, and legal bases necessary to upload, send, process, store, sign, route, share, and otherwise use all Customer Content and personal data in connection with the Service.

8. Acceptable Use and Prohibited Conduct

You may not use the Service, and may not permit any other person to use the Service, in any way that:

• violates any law, regulation, court order, sanction, embargo, or third-party right;
• infringes, misappropriates, or violates intellectual property, privacy, publicity, confidentiality, contractual, or other rights;
• is fraudulent, deceptive, misleading, abusive, defamatory, harassing, threatening, exploitative, or unlawful;
• involves malware, viruses, harmful code, scraping, credential attacks, denial of service, penetration attempts, unauthorized access, security testing without authorization, or interference with the Service or third-party systems;
• facilitates money laundering, sanctions evasion, terrorism, trafficking, child exploitation, non-consensual sexual content, hate activity, unlawful gambling, unlawful weapons activity, phishing, impersonation, or unlawful surveillance;
• is designed to create, distribute, or enable illegal content, unlawful software, malicious code, or harmful instructions;
• uses the Service to store, route, or process content you do not have the right to use;
• circumvents usage limits, access controls, billing mechanisms, workspace controls, or technical restrictions;
• accesses or uses the Service to build a competing product or service, benchmark it publicly without our consent, or reverse engineer it except to the extent prohibited by law; or
• uses the Service for any high-risk, regulated, legally sensitive, or restricted workflow without independently verifying that the Service is suitable and legally compliant for that workflow.

We may investigate, remove content, block access, preserve evidence, cooperate with authorities, or take any other action we consider appropriate in our sole discretion.

9. Restricted Reliance; No Verification Obligations

Unless we expressly agree otherwise in writing for a particular feature, we do not undertake and are not responsible for verifying:

• the identity, existence, authority, capacity, intent, or legal competence of any signer or participant;
• the authenticity, accuracy, completeness, legality, enforceability, or evidentiary sufficiency of any document, workflow, field placement, or signature;
• whether any recipient actually received, reviewed, understood, or consented to any record or disclosure;
• whether any transaction satisfies consumer disclosure laws, witness requirements, notarization requirements, recording requirements, employment requirements, or sector-specific rules;
• whether any signature is attributable to a particular person, free from duress, or enforceable in any jurisdiction; or
• whether any document version, certificate, audit trail, event history, IP log, timestamp, or status record will be accepted by any court, regulator, counterparty, or third party.

10. Storage, Retention, and Deletion

We may store, host, cache, replicate, archive, or delete documents and related data for any period or no period at all, in our sole discretion. We have no obligation to retain any document, completed document, draft, template, certificate, signature image, audit trail, event log, or other data for any minimum period unless expressly agreed in writing.

You are solely responsible for maintaining independent backups and copies of all documents and records you may need. We may delete or render inaccessible any content or data at any time, including after inactivity, storage pressure, plan changes, suspension, termination, legal requests, security events, product changes, or routine lifecycle management, with or without notice.

We are not liable for any deletion, corruption, loss, failure to store, failure to retrieve, or unavailability of any document or data.

11. Third-Party Services and Subprocessors

The Service may rely on or interoperate with third-party products, hosting providers, storage providers, communications vendors, payment processors, analytics vendors, AI or OCR providers, authentication tools, cloud services, and other subprocessors or external systems. We may use such providers anywhere in the world and may transfer, process, or store data across jurisdictions.

We do not control and are not responsible for third-party services, third-party outages, third-party security incidents, email delivery failures, carrier filtering, browser limitations, operating system behavior, identity services, storage delays, network failures, or acts or omissions of third parties. Your use of third-party services may also be subject to separate terms and privacy policies.

12. Intellectual Property

The Service, including all software, interfaces, workflows, designs, text, graphics, logos, trademarks, service marks, methods, know-how, documentation, and all related intellectual property and derivative works, are and remain the exclusive property of Spenat Labs and its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by license, implication, estoppel, or otherwise. You may not copy, distribute, modify, create derivative works of, sell, lease, sublicense, frame, mirror, scrape, or exploit the Service except as expressly permitted by us in writing.

If you provide feedback, suggestions, ideas, enhancement requests, bug reports, or recommendations, you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use them for any purpose without restriction or compensation.

13. Branding, Publicity, and White-Label

If we permit customer branding, white-labeling, domain mapping, or similar features, those features are provided strictly subject to these Terms and any applicable Commercial Terms. You are solely responsible for all branding assets, notices, disclosures, and claims you present through such features.

Unless otherwise agreed in writing, we may identify you as a customer using your name and logo in our customer lists, website, or marketing materials.

14. Confidentiality

We will use commercially reasonable measures to protect Customer Content from unauthorized disclosure by our personnel, but we do not undertake any separate confidentiality obligations except as expressly stated in these Terms, our Privacy Policy, a separate non-disclosure agreement, or applicable law.

You acknowledge that electronic communications, links, emails, browsers, devices, and internet-based systems are inherently insecure and that no system is guaranteed to be secure, uninterrupted, or error-free.

15. Privacy

Our collection, use, disclosure, and processing of personal data are described in our Privacy Policy, as updated from time to time. By using the Service, you acknowledge the Privacy Policy.

Where you provide us with personal data of other individuals, you represent and warrant that you have all rights and legal bases necessary to do so and to instruct us to process that data in connection with the Service.

16. Suspension and Termination

We may suspend, restrict, disable, remove, or terminate any account, workspace, document, transaction, integration, domain, user, or access to the Service immediately, with or without notice, for any reason or no reason, in our sole discretion, including for suspected abuse, fraud, legal risk, sanctions risk, security concerns, nonpayment, excessive usage, disputes, prohibited content, or any conduct we believe may harm us, other users, or third parties.

You may stop using the Service at any time, but termination or non-use does not relieve you of obligations accrued before termination, including payment obligations, indemnity obligations, and restrictions in these Terms.

Upon suspension or termination, we may revoke access to documents and data, disable links, delete content, and cease providing support or recovery assistance.

17. Disclaimer of Warranties

• ANY DOCUMENT, SIGNATURE, CONSENT, APPROVAL, OR RECORD WILL BE LEGALLY VALID OR ENFORCEABLE;
• ANY PARTICULAR SIGNATURE METHOD, AUTHENTICATION FLOW, CERTIFICATE, OR AUDIT TRAIL WILL SATISFY ANY LAW OR EVIDENTIARY STANDARD;
• ANY RECIPIENT WILL RECEIVE OR ACT ON AN EMAIL, LINK, OR NOTICE;
• ANY DATA OR DOCUMENT WILL BE STORED, PRESERVED, OR RECOVERABLE;
• ANY AI, OCR, EXTRACTION, CLASSIFICATION, OR FIELD-DETECTION OUTPUT WILL BE CORRECT OR SUITABLE; OR
• THE SERVICE WILL PREVENT FRAUD, FORGERY, IMPERSONATION, DUPLICATION, UNAUTHORIZED ACCESS, OR REPUDIATION.

18. Limitation of Liability

19. Indemnification

You will defend, indemnify, and hold harmless Spenat Labs and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any and all claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your use of the Service;
• your Customer Content, documents, workflows, signatures, templates, branding, data, or instructions;
• your violation of these Terms, the law, or third-party rights;
• any dispute between you and any sender, signer, recipient, reviewer, customer, employee, contractor, regulator, or third party;
• any allegation that a document, transaction, signature, notice, disclosure, or process was invalid, unauthorized, deceptive, unlawful, or unenforceable; or
• any acts or omissions by your users, administrators, invitees, affiliates, or agents.

We may assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate fully with us.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your rights.

To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, any document, any signature, any transaction, any communication, or the relationship between you and Spenat Labs shall be resolved exclusively by final and binding arbitration on an individual basis and not in court.

The arbitration shall be confidential and administered by a reputable arbitration provider selected by Spenat Labs. The seat of arbitration shall be San Francisco, California, unless we choose to permit remote proceedings. The arbitration shall be conducted in English before a single arbitrator. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section.

No arbitration may be consolidated with any other proceeding, and the arbitrator may not preside over any form of representative or class proceeding.

To the extent any claim proceeds in court notwithstanding this Section, you and Spenat Labs submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and waive any objection based on venue or forum non conveniens.

21. Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to conflict of laws principles, except that the Federal Arbitration Act governs Section 20.

22. Export Controls and Sanctions

You may not use the Service in violation of U.S. or other applicable export control or sanctions laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions that prohibit the Service, and are not a prohibited or restricted party.

23. Communications; Electronic Notices

You consent to receive all notices, disclosures, invoices, updates, and other communications from us electronically, including by email, in-product message, posting, or other electronic means. You agree that such electronic communications satisfy any legal requirement that communications be in writing.

We may send notices to the latest contact information associated with your account or use. Legal notices to Spenat Labs must be sent to hello@spenatlabs.com. We may specify additional requirements for legal notices.

24. Force Majeure

We are not liable for any delay, failure, loss, corruption, inaccuracy, or nonperformance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, software or infrastructure failures, utility interruptions, vendor or subprocessor failures, supply shortages, epidemics, governmental actions, or changes in law.

25. Changes to These Terms

We may modify these Terms at any time in our sole discretion. Modified Terms may become effective upon posting, upon notice, or upon your continued access to or use of the Service, as specified by us. You are responsible for reviewing the current version of the Terms. Continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

26. Miscellaneous

These Terms, together with any Commercial Terms, separate electronic consent disclosures, the Privacy Policy, and any additional policies or product-specific terms we post or provide, constitute the entire agreement between you and Spenat Labs regarding the Service and supersede prior or contemporaneous understandings relating to the Service.

If any provision of these Terms is held unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

Our failure to enforce any provision is not a waiver.

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign or transfer these Terms freely, including in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

Nothing in these Terms creates any agency, partnership, joint venture, employment, fiduciary, or franchise relationship.

Section headings are for convenience only and do not affect interpretation.

The following Sections survive termination: 1, 4, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, 25, and 26.

Contact: Spenat Labs Inc., 995 Market St, San Francisco, CA 94103, USA, hello@spenatlabs.com