GetSig Terms of Use

LEGAL NOTICE:

GetSignature Operations Pty Ltd (GetSig) offers its ‘Subscription Service’ (as defined below) to both individuals, and to corporations and other legal entities that have the legal capacity to sign, and be legally bound by, documents.

Where an individual is granted the right to use the GetSig Subscription Services, that individual may use those services to sign documents in their own capacity, or in their capacity as director, officer, attorney, or other legal representative of a corporation or other legal entity.  However, in so doing, that individual must first be duly appointed and/or authorised to act as director, officer, attorney, or other legal representative (as the case may be) and to sign documents in that capacity, in order for such signature to have the required legal effect.  If an individual proposes to use the Subscription Services in any capacity, other than their own capacity, they must first confirm and ensure they have the necessary authority to do so.

By completing and submitting a Registration Form, the ‘Customer’ (as that term is defined below) agrees to be bound by the terms in this Agreement, and that the terms in this Agreement (and only those terms, and any further terms that are explicitly incorporated by reference into those terms) govern the rights and obligations of each of GetSig and the Customer.

The person completing the Registration Form should read the terms of this Agreement before proceeding to submit a completed Registration Form, as that person will be deemed to have received full notice of the terms of this Agreement, and to have understood that those terms will be legally binding on the Customer.

 

1. Interpretation

Capitalised terms which are used in this Agreement have the meaning given in clause 20, unless the context indicates otherwise.

2. Effect of submitting Registration Form

2.1 By completing and submitting a Registration Form, the person submitting that Registration Form:

  1. acknowledges and agrees that, by submitting that Registration Form, the person named as the ‘Customer’ in that form accepts the offer by GetSig to provide Subscription Services and, if requested, Professional Services, subject to the terms of this Agreement, and that a legal contract between GetSig and Customer is formed incorporating the terms of this Agreement; and
  2. represents and warrants to GetSig that:
    1. where the named ‘Customer’ is an individual, the person submitting the Registration Form is the person named as the ‘Customer’ in the Registration Form and has legal capacity and authority to sign legal documents; and
    2. where the named ‘Customer’ is an entity (i.e. corporation, trustee or other type of person with legal capacity), the person submitting the Registration Form is authorised to, and has received all necessary consents, from that entity to submit the Registration Form and enter into this Agreement for and on behalf of the Customer.

2.2 To the extent that GetSig is informed, or has reasonable grounds to believe, that a Registration Form has been submitted on behalf of a ‘Customer’, without due authority from that ‘Customer’, or that a Registration Form has been completed on behalf of person that does not exist or have legal capacity, GetSig may, without notice, suspend the use of Subscription Services by that ‘Customer’ and all Permitted Users of that ‘Customer’. Such suspension will be revoked only if Customer provides evidence, satisfactory to GetSig, that the Registration Form was properly completed and submitted, or that ‘Customer’ otherwise affirms both its legal capacity and the contract between GetSig and ‘Customer’ that incorporates these terms and conditions.

3. Use of Subscription Service

3.1 The Subscription Services enable an individual to sign a document electronically, whether in their own capacity, or in their capacity as an authorised representative of Customer, and to present to counterparties and other third parties that the document has been executed or signed by that individual.

3.2 Notwithstanding clause 1, Customer acknowledges that the Subscription Services are suitable only in circumstances where the electronic execution of the document is permitted, and is legally effective and enforceable, under applicable Laws. GetSig does not represent or warrant that the Subscription Services may be used for all documents and in all circumstances, and Customer acknowledges and agrees that it is the responsibility of the Customer and relevant counterparties to satisfy itself, in respect of each document, that the use of the Subscription Services are permitted, and legally effective and enforceable, under the Laws applicable to that document.

3.3 If Customer is an individual, Customer acknowledges that, although they may be able to sign a document in any capacity through the use of the Subscription Services, they are not permitted to use such Subscription Services to sign a document in any capacity other than on their own behalf, unless they have been duly appointed or authorised to sign a document on behalf of another person, or in another capacity (including, without limitation, as a director, officer, attorney or other legal representative). To the extent that such individual uses the Subscription Services to sign documents on behalf of a third party, it warrants to GetSig that it is so appointed and authorised to do so.

3.4 GetSig is not liable for any Losses incurred or sustained by Customer or any third party as a consequence of Customer’s or third party’s use of Subscription Services in respect of a document in circumstances where the terms of that document, or signed document itself, is not enforceable, or able to be enforced as a result of any of the following:

  1. applicable Laws do not permit that document to be executed electronically;
  2. applicable Laws do not recognise as valid or enforceable an electronic copy of that document as being executed or signed validly;
  3. applicable Laws do not recognise as valid the execution of that document via the Subscription Services;
  4. Customer’s (or a Permitted User’s), or third party’s, use of the Platform or Services without due authority; or
  5. Customer’s (or a Permitted User’s) breach of this Agreement (including any warranty),

and Customer will indemnify GetSig against any claim or proceeding by a third party against GetSig seeking payment or compensation for Loss incurred or sustained by the third party as a result of its execution of, or reliance upon, a document executed through the Subscription Services that is not enforceable, or able to be enforced, for the reasons specified in this clause 3.4.

4. Duration, variation of agreement

4.1 Subject to clause 17, this Agreement commences on the Start Date, and continues until it is validly terminated, by either party, under the terms of this Agreement or pursuant to applicable Laws.

4.2 GetSig may, from time to time, by written notice to Customer, vary the terms of this Agreement, and/or Fees payable for Services provided under this Agreement, for any reason, and, subject to the remainder of this clause, Customer will be bound by the terms of this Agreement, as varied, on and from the date specified in GetSig’s variation notice. Notwithstanding the previous sentence, GetSig agrees that if the effect of such variation has a material adverse effect on the Customer’s rights or obligations, or, in the reasonable opinion of Customer, the variations may expose Customer to additional liability or risk, Customer may elect by written notice to terminate this Agreement with immediate effect, and will be entitled to a pro rata refund of any Fees paid by Customer in advance in accordance with clause 4(e), provided that Customer must issue any such termination notice within 14 days of receipt of GetSig’s variation notice.

5. Provision of Services by GetSig

5.1 In consideration of the due payment of Fees payable by Customer under this Agreement (if any) for the respective Services and Customer’s full compliance with the terms of this Agreement, GetSig will provide the respective Services subject to, and in accordance with, the terms of this Agreement.

5.2 Provided that Customer pays in full the Fees payable for Subscription Services, GetSig will provide the Support Services at no additional cost to Customer. Customer acknowledges that the provision of Support Services are subject to the conditions and limitations specified in Schedule 2.  For clarity, GetSig is not obliged to provide Support Services to any third parties that may be requested to countersign documents as a consequence of Customer’s use of Subscription Services, and where such third party seeks Support Services from GetSig, GetSig will refer such third party to Customer.

5.3 Customer may request in writing that GetSig provide Professional Services from time to time. Customer’s request must contain such information regarding the required Professional Services as is reasonably required to enable GetSig to prepare a draft Statement of Works (SOW).  Promptly after receiving such written request, GetSig will issue to Customer a draft SOW specifying:

  1. the scope of the Professional Services that GetSig will provide;
  2. the Fees payable by Customer in consideration of the provision of such Professional Services, and the dates on which such Fees become payable;
  3. the Customisations and/or other deliverables to be provided by GetSig as part of its provision of Professional Services; and
  4. any additional terms and conditions applicable to the provision of such Professional Services, or such Customisations or other deliverables.

5.4 ustomer may accept the draft SOW, or propose amendments to it, in its discretion, but acknowledges that:

  1. GetSig is not obliged to provide the requested Professional Services unless and until Customer accepts a SOW issued by GetSig; and
  2. GetSig is not obliged to agree any amendments to the draft SOW that it issues to Customer in response to the Customer’s request under clause 4.

5.5 If GetSig agrees to some or all of the amendments to a draft SOW issued by it that are requested by Customer, it will issue a further draft SOW reflecting the amendments to which it agrees.

5.6 Upon Customer’s acceptance in writing of the initial draft SOW, or a revised draft SOW (as the case may be), GetSig will provide the Professional Services specified in the SOW accepted by Customer, and Customer must pay the Fees for those Professional Services and its other obligations in accordance with, and specified in, that accepted SOW.

5.7 For the avoidance of doubt:

  1. the parties agree that a SOW may be issued, and they may sign and accept a SOW issued, under this clause 5 through the Subscription Service; and
  2. to the extent that there is any conflict or inconsistency between the terms of this Agreement, and any additional terms and conditions applicable to particular Professional Services that are specified in a SOW agreed by the parties, those additional terms and conditions will prevail to the extent of the conflict or inconsistency.

5.8 GetSig may subcontract the fulfilment of any of its service obligations under this Agreement to a third party (including to a Related Body Corporate of GetSig). GetSig will remain principally responsible and liable for the due fulfilment of its obligations under this Agreement notwithstanding its engagement of any subcontractor.

6. Affiliates, Permitted Users

6.1 It is the intent of the parties that the Customer enters into this Agreement not only to obtain the benefit of the Services provided, and licence(s) granted, under this Agreement for itself, but also but also to enable each of the Affiliates (if applicable) to obtain the benefit of the Services, and to access and use the Platform. Customer also may grant to individual Permitted Users, access to, and use of, the Services and the Platform, and GetSig will permit those Permitted Users to access and use the Services and the Platform.  Customer may not grant to any third party, other than Affiliates and Permitted Users, rights, or the ability, to access and/or use the Services and/or the Platform, and must not permit any such third parties to access and/or use the Services and/or the Platform, through the systems, facilities or equipment owned and/or operated by Customer, or otherwise.

6.2 GetSig is obliged to provide the Services, and grant access to, and use of, the Platform only to Customer, but agrees that Customer may:

  1. on-supply Services to Affiliates, and GetSig will provide Services to such Affiliates, as part of its obligations to Customer under this Agreement; and
  2. grant to individual Affiliates, and to Permitted Users, access to, and use of, the Platform, and GetSig will permit those Affiliates and Permitted Users to access and use the Platform.

6.3 To the extent that individual Affiliates and/or Permitted Users access and/or use the Platform, and/or use any Services:

  1. such access and/or use will, for the purposes of this Agreement (including for the purposes of determining Fees payable), be deemed to be access and/or use by Customer, whether such access or use is authorised by Customer or otherwise;
  2. without limiting the generality of subparagraph (a), any action or omission by an Affiliate, or Permitted User, in connection with access to, and/or use of, any Service or the Platform, which, if it were an act or omission by Customer, would be a breach of this Agreement, will be deemed to be a breach of this Agreement by Customer; and
  3. any Losses incurred or sustained by such Affiliates, or Permitted Users, in connection with access to, and/or use of, any Service or the Platform will, for the purposes of clause 16 and otherwise, be deemed to be Losses incurred or sustained by Customer and, subject to clause 16, Customer may sue GetSig and recover from GetSig an amount such Affiliates, or Permitted Users, would have been entitled to recover against GetSig directly, to the extent such Losses would have been recoverable by the Customer from GetSig had they been suffered by Customer.

6.4 Customer must procure and ensure that only Customer will make claims for Losses incurred by Customer, individual Affiliates and/or individual Permitted Users, against GetSig arising from access to, and/or use of, any Service or the Platform.

6.5 Customer will indemnify and hold harmless GetSig and its officers, employees, agents and subcontractors from and against any claim made against GetSig and/or and its officers, employees, agents and subcontractors by any Affiliate or Permitted User seeking to recover amounts for Losses incurred or sustained by such Affiliate, or Permitted User, to the extent that such amount(s) is (or are) in excess of the amount that would have been recoverable by Customer had Customer, and not the Affiliate, or Permitted User brought that claim. For the purposes of this paragraph, GetSig enters into this Agreement on its own behalf and as agent for each of its officers, employees, agents and subcontractors (present and future).

6.6 Where GetSig incurs or sustains any Loss as a result of the acts or omissions of any Affiliate, or Permitted User in connection with this Agreement, it will not initiate or pursue any claim directly against that Affiliate, or Permitted User in respect of those acts or omissions, but will pursue a claim against Customer, and recover from Customer such amount as GetSig would be entitled if such acts or omissions were those of Customer itself.

6.7 Notwithstanding paragraph 6, GetSig may pursue claims or proceedings directly against Affiliates or Permitted Users:

  1. to seek injunctive or equitable relief; or
  2. where such Affiliates or Permitted Users engage in conduct amounting to:
    1. a breach of GetSig’s rights of confidentiality; or
    2. infringement of GetSig’s Intellectual Property Rights.

7. Use of Services, Platform

7.1 On and from the commencement of the Term, GetSig grants to Customer a right to:

  1. access and use the Subscription Services; and
  2. permit Affiliates, and Permitted Users, to access and use the Subscription Services,

during the Term, and subject to the requirements and conditions specified in this clause 7.  To the extent it permits Permitted Users to access and use the Subscription Services, Customer must ensure that such Permitted Users comply with the requirements of this Agreement.

7.2 Customer is responsible at its sole cost for acquiring and installing, or for procuring that individual Affiliates acquire and install, any telephone, internet, electronic, and/or email facilities and any other hardware and software systems that are necessary to enable Customer, Affiliates and/or Permitted Users to access and use the Platform.

7.3 Each Permitted User will be issued with Access Credentials in order to access and use the Platform, either by GetSig or under clause 5. To the extent permitted by the Platform, a Permitted User may alter the Access Credentials issued to them, but such Access Credentials must remain unique to that Permitted User.

7.4 Customer must not, and must ensure that Permitted Users do not, disclose their Access Credentials to any person, unless such disclosure is required in order to enable Customer or GetSig to provide support in relation to the use of the Platform.

7.5 Prior to, or as soon as is practicable after, the commencement of the Term, Customer may nominate up to 2 of its officers or employees (Designated Personnel), to whom GetSig will grant administrator level access to the Platform, which will enable Customer to grant Permitted Users with Access Credentials to access and use the Platform. GetSig may, in its absolute discretion, grant administrator level access to further officers or employees of Customer.

7.6 Customer must:

  1. notify GetSig promptly; and
  2. revoke Access Credentials issued to any Permitted User,

if:

  1. a Permitted User ceases to be an officer, employee, contractor, agent or representative of Customer, or an Affiliate, as the case may be;
  2. the security of the Access Credentials of a Permitted User becomes compromised; or
  3. Customer suspects, or has reasonable grounds to suspect, that there has been unauthorised access to and/or use of the Platform through given Access Credentials.

7.7 Customer will be responsible, and liable, for any access to and/or use of the Platform that is effected through the use of Access Credentials issued to, or changed by, any Permitted User, irrespective of whether such access and/or use is effected by the individual to whom such Access Credentials were issued originally

7.8 Customer must use its best endeavours to ensure that the Platform is protected at all times from unauthorised access or use and from misuse, damage or destruction by any person.

7.9 Irrespective of whether GetSig grants administrator level access to Customer in respect of the Platform, GetSig may revoke or suspend Access Credentials of a Permitted User, or Permitted Users, where:

  1. that Permitted User, or those Permitted Users, cease(s) to be officer(s), employee(s), contractor(s), agent(s) or representative(s) of Customer, or an Affiliate;
  2. GetSig becomes aware that the security of that (or those) Access Credentials has been, or has become, compromised;
  3. the Permitted User is in breach of clause 12;
  4. GetSig suspects that there has been unauthorised access to and/or use of the Platform through that (or those) Access Credentials; or
  5. if GetSig has granted administrator level access to Customer, Customer or one of the Designated Personnel issues one or more Access Credentials to a Permitted User or Permitted Users whose Access Credentials has been revoked or suspended by GetSig under this clause 9.

In the case of suspension, GetSig will reinstate the suspended Access Credentials only when the Customer can reasonably demonstrate that it, and/or the relevant Affiliate, has implemented reasonable security practices and rectified any security breaches.

7.10 GetSig may revoke Access Credentials issued to a Permitted User, or Permitted Users, of Customer, or a particular Affiliate, if GetSig considers that Customer, or that Affiliate (as the case may be), has failed to adopt or implement reasonable security practices in respect of Access Credentials, or the use of the Platform, and will issue replacement Access Credentials only when the Customer, or that Affiliate, as the case may be, can reasonably demonstrate that it has implemented reasonable security practices.

7.11 Except as permitted by law, and only to the extent so permitted, Customer must not, and must ensure that Affiliates and Permitted Users do not:

  1. decompile, delete, reverse engineer, modify, copy, reproduce, disassemble, adapt, translate, or create any derivative works of the Platform, or any Intellectual Property Rights, products, or services obtained from us in respect of the Platform; or
  2. disseminate, distribute, transmit, display, perform, publish, directly or indirectly sell, transfer, offer for sale, licence, assign, rent, timeshare or sublicense any part of the Platform or any copies of the Platform.

7.12 Customer will, and will ensure that Affiliates and Permitted Users will:

  1. not use the Platform for any unlawful purpose (irrespective of whether Customer, the relevant Affiliate or Permitted User is aware that such purpose is unlawful or not);
  2. comply with all applicable Laws whether of Australia or an overseas jurisdiction, regardless of where Customer or Affiliate operates, in relation to access to, or use of, the Platform;
  3. not use the Platform to send, upload, promote or otherwise distribute (whether directly or indirectly):
    1. anything that is or might reasonably be considered to be offensive;
    2. any Harmful Code; or
    3. material that is harmful, threatening, defamatory or that breaches any third party rights, or which breaches any applicable Laws including Laws prohibiting publication of material vilifying, or promoting violence against, persons on the basis of race, gender, sexuality, disability status or religious belief;
  4. not use the Platform to engage in any fraudulent, false, or misleading or deceptive conduct;
  5. not use the Platform to infringe any third party’s Intellectual Property Rights;
  6. not use the Platform in a manner that interferes with the use of the Platform or Services by other customers or permitted users of GetSig, including conduct that interferes with, disrupts, disables, overburdens or destroys the functionality or use of the Platform or particular features of the Platform or Subscription Services;
  7. not effect unauthorised access to the Platform, or any content of another person stored on or through the Platform, or attempt to do so; and
  8. comply with all rules and management systems that form part of the Platform.

8. Third Party products

If Customer procures services, applications or online content from a third party (Third Party Products) for use in conjunction with the Services or the Platform, any such use is or will be:

  1. at the Customer’s risk, irrespective of whether such Third Party Products are integrated with the Platform by GetSig as part of any Professional Services; and
  2. subject to the licence or other terms prescribed by the owner, licensor or provider of such Third Party Products,

and the Customer will be responsible for procuring such licences or consents necessary to use such Third Party Products.  GetSig will not be responsible or liable to Customer for any claim or proceeding made or instituted against Customer, or for any Losses sustained or incurred by Customer arising from such use of Third Party Products.

9. Trial Services

GetSig may make available an online service in conjunction with the Subscription Service with a clear notice specifying that that online service is provided free of charge, and either on a trial basis, or to enable GetSig to test and assess the efficacy of that service (a Trial Service).  Notwithstanding any other provision of this Agreement, Trial Services are made available subject to the following conditions:

  1. the use of Trial Services will be entirely at the risk of Customer, and are made available without any support, maintenance, warranty, commitment to availability, security or accuracy, other implied warranty or assurance, other than warranties or guarantees imposed by Laws and cannot be excluded;
  2. GetSig will not be liable for any Losses sustained or incurred by Customer, an Affiliate or Permitted User, as a consequence of using a Trial Service;
  3. the functionality of, and access to, Trial Services may not be compatible with Third Party Products;
  4. the Trial may not be available to, or accessible by Affiliates or all Permitted Users;
  5. GetSig may withdraw or terminate such Trial Services at any time, and will not be liable to Customer, any Affiliate or Permitted User as a consequence of such termination; and
  6. any Customer Content submitted or uploaded to a Trial Service may be deleted permanently if that Trial Service is terminated, and GetSig will not be liable for any Loss arising from such deletion of Customer Content.

 

10. Fees

10.1 Unless otherwise expressly specified, Fees in respect of Subscription Services are payable in advance, and, subject to clause 2, 17.4(e) or any other provision specifying a contrary intention, will be non-refundable once paid.

10.2 Where Fees payable for Subscription Services are determined, wholly or in part, on a ‘per Permitted User’ basis, then Customer agrees that its licence to use the Platform, and its right to grant access to Permitted Users, is limited to permitting only the number of Permitted Users for which it has paid Fees. If the number of officers, employees, agents, contractors or representatives of Customer exceeds the number for which it has paid Fees, it must pay additional Fees, determined at the unit rate for each further Permitted User to whom access to the Platform is granted.

10.3 Fees payable for particular Professional Services become payable on the date(s) specified in, or determined under, the SOW pursuant to which such Professional Services are provided.

10.4 Other than Fees payable for Subscription Services which must be paid as a condition of the commencement of this Agreement, all other Fees payable under this Agreement become due 14 days after the date of the invoice, specifying the relevant Fees payable, issued by GetSig.

10.5 The amount of Fees payable are inclusive of all taxes on GetSig’s revenue or profit, but otherwise exclude all other taxes, government charges, levies, imposts or duties (including, without limitation, goods and services or value-added taxes) payable by GetSig, or otherwise levied or assessed, in respect of GetSig’s provision of Services, or the grant of any licence(s) under this Agreement (Taxes).  Where Taxes are payable by GetSig, subject to clause 10.6, the total amount payable by, and due from, Customer for the provision of a Service will be the aggregate of the applicable Fees and the Taxes so payable.

10.6 Customer must pay Fees without set-off or withholding of any amount, unless such set-off or withholding is required by applicable Laws. Where Customer is required to withhold any amount by way of Taxes, it must remit the amount withheld promptly to the relevant taxation authority and provide GetSig with such documentation as is reasonably required by GetSig in order to claim any applicable credit or rebate for the amount so withheld under the Laws of Australia.

11. Confidentiality

11.1 A Recipient of Confidential Information must keep such Confidential Information secret, and not disclose it to any third party, without the express written consent of the Discloser of that Confidential Information. A Recipient may use the Confidential Information of the Discloser solely for the purpose of fulfilling its obligations, and exercising its rights, under this Agreement.

11.2 Notwithstanding clause 1, a Recipient may disclose to those of its officers, employees, contractors, agents or representatives that have a need to know such Confidential Information, provided that that Recipient has in place, or implements, reasonable measures to ensure that such officers, employees, contractors, agents or representatives maintain the confidentiality of such information. A Recipient will be responsible and liable for any use or disclosure of Confidential Information of the Discloser by its officers, employees, contractors, agents or representatives that is in breach of this clause 11, or is otherwise not authorised by the Discloser.

11.3 A Recipient will not be in breach of this clause 11 if it discloses Confidential Information of the Discloser pursuant to a requirement of applicable Laws, the rules of any stock exchange that apply to the Recipient or its Related Bodies Corporate, or an order of a court, provided that that Recipient:

  1. gives the Discloser written notice of the requirement to disclose the relevant information; and
  2. provides the Discloser with reasonable assistance and co-operation in any effort or application made by the Discloser to remove or limit the requirement to disclose such information.

12. Privacy, security

12.5 To the extent that it stores or collects any Personal Information in connection with this Agreement, a party to this Agreement must comply with the requirements of, and its obligations under, applicable Privacy Laws.

12.2 Without limiting its obligations under clause 1, GetSig will collect, use, store, disclose and process Personal Information in accordance with its Privacy Policy, as amended from time to time by GetSig, a copy of which may be found at https://getsig.com/privacy-policy/.

12.3 If any Personal Information is provided by or on behalf of Customer to GetSig in connection with the Agreement (including any Personal Information that any Permitted User uploads Personal Information to the Platform), the Customer warrants that it has made all necessary notifications to, and obtained all necessary consents and approvals from, the subjects of the Personal Information required under applicable Laws to provide that Personal Information to GetSig, and that the receipt, use, disclosure and handling of that information by GetSig and its service providers in the manner contemplated by this Agreement will not breach any applicable Laws.

12.4 If Customer (or any of its Affiliates or Permitted Users) elects to utilise functionality of the Platform that allows the Customer to send an email or other electronic message to a third party (for example, to request that third party to review or sign a document), the Customer warrants that:

  1. it has all necessary rights and consents required by law to send the message to that third party; and
  2. sending such message will not cause Customer or GetSig to breach any Laws, including spam or Privacy Laws.

12.5 In respect of its storage of Customer Content, GetSig will also apply the security practices specified in Schedule 1.

12.6 Customer acknowledges and agrees that security measures are not absolute, and GetSig does not guarantee that the Customer Content will not be subject to unauthorised access, disclosure or loss. GetSig is not responsible for any unauthorised access, disclosure of loss of the Customer Data that:

  1. arises due to a breach of this Agreement, or any negligent act or omission, of Customer, Affiliates or Permitted Users; or
  2. was not (or would not have been) prevented by GetSig implementing reasonable security measures in accordance with clause 5.

12.7 The Customer acknowledges and agrees that it is responsible for maintaining its own back-ups of any Customer Content that is uploaded to or processed via the Platform.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights subsisting from time to time in the Platform, the Customisations and other works, materials or information created by GetSig, both prior, and subsequent, to the commencement of this Agreement vest absolutely in, and is the property of, GetSig and its licensors.

13.2 GetSig grants to Customer a non-exclusive, non-transferable, revocable licence to use the Platform and Customisations as part of the Subscription Services, and otherwise for Customer’s internal business purposes, during the Term. Customer may not sublicense the rights granted under this Agreement, other than as permitted by, and on the basis of, clause 6.  For the avoidance of doubt, the Fees payable for Subscription Services, and Professional Services (if applicable), are consideration for the grant of this licence.

13.3 Subject to clauses 1 and 13.2, as between the parties, all Intellectual Property Rights subsisting in Customer Content from time to time is owned by the Customer. Customer grants GetSig a non-exclusive, royalty-free, transferable licence to use, reproduce, adapt and communicate Customer Content in order to provide the Services under this Agreement.

13.4 Customer, on its own behalf and as agent for Affiliates and Permitted Users, grants to GetSig a worldwide, irrevocable, perpetual, sublicensable, transferable and non-exclusive licence to use and incorporate into GetSig’s products or services any feedback or suggestions for enhancements that Customer, any Affiliate or their respective Permitted Users provide to GetSig from time to time.

14. Warranties, disclaimers

14.1 In this Agreement, “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation and the terms “Consumer” and “Consumer Guarantees” have the meaning given to them in the Australian Consumer Law.

14.2 The Australian Consumer Law provides Consumers with a number of protections including the Consumer Guarantees that cannot be excluded, restricted or modified.   Nothing in this Agreement has the effect of excluding, restricting or modifying a Consumer’s rights under the Australian Consumer Law or any other statutory rights which cannot be excluded, restricted or modified.  However, where the Australian Consumer Law permits a supplier of goods or services to limit its liability for a failure to comply with a Consumer Guarantee, Settled limits its liability in accordance with clause 14.4.

14.3 All implied terms, conditions, guarantees and warranties which otherwise might apply to or arise out of this Agreement are excluded other than:

  1. those set out in the terms of this Agreement; and
  2. any term, condition, guarantee or warranty which cannot lawfully be excluded or modified by agreement including those under the Australian Consumer Law (Non-Excludable Terms).

14.4 To the maximum extent permitted by Law (but subject to clause 2), if a party is liable for a breach of a Non-Excludable Term, where it is permissible to limit liability for such Non-Excludable Term, that party’s liability is limited (at its option, acting reasonably) to:

  1. in relation to goods, replacing or repairing the goods, or paying the costs of replacing or repairing the goods; or
  2. in relation to services, the re-supply of services or the payment of the cost of having the services resupplied.

14. 5 To the maximum extent permitted by law (but subject to clause 2), GetSig does not warrant that the Platform will be error free, or that Customer’s use of the Platform or Services will be uninterrupted, or that the Platform will meet the Customer’s requirements.

15. Indemnification

15.1 Subject to clauses 2, 15.3, 15.4 and 15.7, GetSig indemnifies Customer against any damages awarded or settlement agreed as a result of any claim against Customer by a third party alleging that the Customer’s use of the Platform, any Customisations or any Services are an infringement of the Intellectual Property Rights of that third party (infringement claim).

15.2 In the event of an infringement claim that is notified to GetSig, GetSig will use commercially reasonable efforts to:

  1. modify the Platform, relevant Customisation or Service (as the case may be) so that it ceases to be infringing; or
  2. procure for Customer an ongoing licence to enable Customer to continue using the Platform, Customisation or Service (as the case may be).

15.3 Where GetSig has not been successful under clause 2, GetSig may terminate the Agreement immediately by written notice and GetSig will refund any Fees paid in advance (if any) that relate to the period following the effective date of termination.

15.4 GetSig will have no obligations under clause 1 or 15.2 to the extent that an infringement claim is based on or caused by:

  1. the combination, operation or use of the Platform, Customisations or any Services with other data, products, software, processes, materials or services not provided or authorised by GetSig;
  2. any use of the Platform, Customisations or any Services by Customer, Affiliates or Permitted Users in breach of the Agreement;
  3. modification of the Platform, Customisations or any Services by a party other than GetSig or its sub-contractors; or
  4. Customer Content.

15.5 Clauses 1 to 15.4 set out GetSig’s entire liability and Customer’s sole and exclusive remedy with respect to any infringement claim.

15.6 Subject to clause 3, and without limiting Customer’s obligations under clause 3.4, Customer will indemnify GetSig and its officers, employees and contractors (those indemnified) against, and hold those indemnified harmless from, all Losses incurred or sustained by those indemnified as a result of, or in connection with:

  1. any claims or proceedings made against those indemnified alleging that the use, reproduction, adaptation or communication of Customer Content is an infringement of any rights (including Intellectual Property Rights) of a third party;
  2. a breach of clause 12 (Privacy) by Customer, including any breach of a warranty in that clause; or
  3. any fraudulent or illegal conduct by Customer, its Affiliates or Permitted Users in connection with the Agreement or otherwise using the Platform, any Customisations or any Services.

15.7 Where a party has a right to be indemnified by the other party under this Agreement, that other party’s liability under the relevant clause is conditional on the first party:

  1. using all commercially reasonable efforts to mitigate the amount of Losses it incurs or sustains;
  2. giving that other party prompt notice of the event, claim or proceeding giving rise to the asserted obligation to indemnify; and
  3. granting that other party the right to conduct any defence of the relevant claim or proceeding, and any settlement discussions in respect of that claim or proceeding, provided that that other party may not make admissions or conclude any settlement on behalf of the first party without that first party’s written consent, which consent will not be withheld or delayed unreasonably.

16. Liability of the parties

16.1 To the extent permitted by Law, and subject to clauses 2 to 16.4 (inclusive), the aggregate liability of GetSig to Customer for Losses incurred or sustained by Customer under or in connection with this Agreement (whether arising out of breach of contract, negligence or any other tort, under statute, or otherwise) will not exceed an amount equal to the greater of the amount Fees paid by Customer during the 12-month period preceding the date on which the first cause of action against GetSig under or in connection with this Agreement arose, and $100.

16.2 To the maximum extent permitted by Law and without limiting the Customer’s rights and remedies under clause 2, GetSig will not be liable to the Customer or any other person for any loss of revenue, profits, data or goodwill, failure to realise anticipated savings or benefits, interruption to or of business, or for any indirect or consequential loss, damages, costs or expenses, which are incurred or sustained by Customer or any other person in connection with this Agreement, whether arising out of breach of contract, negligence or any other tort, under statute, under an indemnity or otherwise, even if such losses, damages, costs or expenses were reasonably foreseeable.

16.3 Clause 1 do not apply to limit GetSig’s liability for:

  1. death or personal injury caused by the negligence of that party;
  2. damage to any tangible property of Customer when on the premises of the Customer; or
  3. liability which cannot be lawfully excluded or limited.

16.4 The liability of a party for Losses incurred or sustained by the other party under or in connection with this Agreement, including liability under an indemnity, will be reduced to the extent that such Losses were incurred or sustained by that other party as a result of its breach of this Agreement, negligence, fraudulent or other illegal conduct, or conduct by its officers, employees, contractors, agents or representatives that, if it were conduct of that other party would constitute a breach of this Agreement, negligence, fraudulent or other illegal conduct by that other party.

17. Termination, suspension

17.1 Either party may terminate this Agreement immediately, by written notice to the other, if that other party breaches a material provision of this Agreement:

  1. and fails to rectify that breach within 14 days after it receives a notice from the first party specifying the breach and requesting its rectification; or
  2. which cannot reasonably be rectified within 14 days of that other party’s receipt of a notice from the first party.

17.2 Customer may terminate this Agreement at any time without cause on written notice to GetSig. For the avoidance of doubt, Customer is not entitled to any refund for Fees paid in advance if it elects to terminate pursuant to this clause.

17.3 GetSig may terminate this Agreement by written notice:

  1. if undisputed Fees due to it from the Customer under this Agreement remain unpaid more than 14 days after their due date;
  2. GetSig is no longer permitted by applicable Laws to operate the Platform or provide the Subscription Services; or
  3. at any time without cause, provided it provides at least 30 days’ prior written notice to Customer.

17.4 Upon termination of this Agreement, or expiry of the Term without renewal:

  1. the licence to use the Platform ends, and rights of Customer, Affiliates and their respective Permitted Users to access the Platform terminates;
  2. GetSig will revoke all Access Credentials issued to Customer, its Affiliates and their Permitted Users;
  3. GetSig will cease providing Subscription Services, and Customer must cease using, or purporting to use, the Subscription Services, and GetSig will no longer be obliged to provide any Services to Customer;
  4. any Fees that are payable as at the date of termination or expiry, become due immediately, and must be paid within 14 days of such termination or expiry date; and
  5. to the extent that this Agreement is terminated by Customer pursuant to clause 2 or 17.1, or by GetSig pursuant to clause 17.3(b) or 17.3(c), GetSig will refund to Customer a pro-rated portion of all Fees for Subscription Services paid in advance reflecting the unexpired duration of the period for which those Fees were paid in advance.

17.5 Notwithstanding clauses 4(a) to 17.4(c) (inclusive), for a period of 30 days after the date of termination or expiry of this Agreement, GetSig will permit Customer, and up to a total of 2 Permitted Users of Customer (and/or Affiliates), to access the Platform solely to retrieve Customer Content that is stored on the Platform, and for no other purpose. At the end of that period, Customer may elect for GetSig to supply Customer with a copy of all Customer Content stored by GetSig in a standard format.  Notwithstanding the previous sentences, GetSig may, its absolute discretion:

  1. delete permanently all Customer Content stored by it 90 days after the date of termination or expiry; and/or
  2. retain Customer Content to the extent that it is necessary for GetSig to do so to meet its statutory or reporting obligations under applicable Laws. To the extent that it retains any Customer Content, GetSig agrees that it will continue to fulfil its obligations under clauses 11 and 12 in respect of such retained Customer Content.

17.6 The rights and obligations of the parties under, or arising from clauses 4 to 6.7 (inclusive), 10, 11, 12, 13 (excluding clause 13.2), 14, 15, 16, 17.4, 17.5 (for the periods post termination indicated), 18, 19.4, 19.5, 19.6, 19.7, 19.8, and this clause 17.6 survive the termination or expiry of this Agreement, and will continue to be enforceable by, or against (as the case may be), each party to this Agreement.

17.7 Without limiting its rights to terminate this Agreement, GetSig may suspend Customer’s access to the Platform, or GetSig’s provision of Services, if:

  1. undisputed Fees due to it from the Customer under this Agreement remain unpaid more than 30 days after their due date; or
  2. GetSig has the right to terminate the Agreement pursuant to clause 1 or 17.2; or
  3. GetSig becomes aware, or has reasonable grounds to believe, that the Customer, an Affiliate or any Permitted User, is:
    1. providing access to the Platform, or on-supplying Services to a third party who is not an Affiliate or Permitted User;
    2. infringing the Intellectual Property Rights of GetSig; or
    3. in breach of clause 12.

GetSig will provide reasonable prior written notice before suspending access to the Platform or provision of Services.  Exercising its right of suspension is not a condition precedent of GetSig’s right to terminate under clause 17.1 or 17.2.

18. Notices

18.1 All notices given by one party to the other for the purposes of this Agreement must be in writing, and addressed to the recipient’s email address as specified in this Agreement (in the case of GetSig) or the Registration Form submitted by Customer (in the case of Customer).

18.2 A notice that is correctly addressed will be deemed to have been received by the recipient 30 minutes after the email to which the notice was attached was sent by the sender, unless the sender receives notification within that period that the email was not duly delivered. Notwithstanding the previous sentence, if the day on which that notice would (but for this sentence) be deemed to have been received by the recipient is a Saturday, Sunday or public holiday in the place in which the recipient is located (which, in the case of Customer, will be determined by reference to the details in the Registration Form submitted by it), then that notice is instead deemed to have been received on the first business day after the date of receipt.

19. Miscellaneous

19.1 GetSig may disclose Customer’s name as a customer of GetSig, and/or publish or display Customer’s name or logo on GetSig’s website or promotional materials, unless Customer expressly revokes permission to do so on written notice to GetSig.

19.2 GetSig may assign its rights under this Agreement to a Related Body Corporate, without the consent of Customer. Either party may assign its rights under this Agreement to a third party, as part of a transaction under which the assets or business of that party are transferred to, or merged with those of, a third party, without consent, provided that that third party also agrees to a novation of the assigning party’s obligations under this Agreement.  Otherwise, the rights of the respective parties may not be assigned without the written consent of the other party.

19.3 Without limiting GetSig’s rights to unilaterally vary the Agreement pursuant clause 2 or to update any documents (such as those located online) which are stated as being subject to amendment from time to time, the terms of this Agreement may not be amended or varied unless such amendment or variation is agreed in writing by both parties.

19.4 A waiver of a right, remedy or power must be in writing and signed by the party giving the waiver. A party does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.

19.5 Any provision of this Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, but, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.

19.6 The terms of this Agreement represent the entire agreement of the parties in respect of the subject matters of this Agreement, and all prior understandings, representations, warranties or statements of either party, which are not reflected in this Agreement are excluded and of no effect, and are not enforceable by or against either party.

19.7 This Agreement is governed by the laws of the State of New South Wales, Australia, and each of the parties submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia in respect of any claims or proceedings arising out of, or in connection with, this Agreement.

19.8 In this Agreement, unless a contrary intention is expressed:

  1. the singular includes the plural and vice versa, and a gender includes other genders;
  2. another grammatical form of a defined word or expression has a corresponding meaning;
  3. a reference to a clause, paragraph or schedule is to a clause or paragraph of, or schedule to, this Agreement;
  4. a reference to a schedule to this Agreement is a reference to that schedule as amended or replaced, in accordance with this Agreement, from time to time;
  5. a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;
  6. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
  7. a reference to AU$, AUD dollar or $ is to Australian currency;
  8. a reference to a day is to the period of time commencing at midnight and ending 24 hours later. If a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
  9. a reference to a party is to a party to this Agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
  10. a reference to a body, other than a party to this Agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
  11. a party which is a trustee is bound both personally and in its capacity as trustee;
  12. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
  13. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;
  14. the words ‘include’, ‘including’, ‘for example’, ‘such as’ or any form of those words or similar expressions in this Agreement do not limit what else is included and must be construed as if they are followed by the words ‘without limitation’, unless there is express wording to the contrary; and
  15. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it.

20. Definitions

In these Terms of Use:

Access Credentials in respect of a given individual (whether a Customer who is an individual or a Permitted User), means the user name and password that is either issued to that individual, or which that individual elects to use after having been granted access to the Subscription Service either by GetSig or, in the case of a Permitted User, the Customer.

Affiliate if the Customer is an incorporated entity, and only in the case, means a Related Body Corporate of the Customer.

Agreement means:

  1. this Terms of Use;
  2. the schedule(s) to this Terms of Use; and
  3. the Policies.

Confidential information means in respect of a party means information, documents and materials that are marked confidential, or which, by their nature and content the other party knows, or ought reasonably to know, is confidential or secret, but excludes any information, documents or materials that have entered the public domain (other than as a result of the breach, negligence or illegal conduct of the other party), or which the other party has acquired or collected from a third party that is not subject to any obligation of confidentiality in respect of such information, document or materials (as the case may be).

Customer means an entity or person that has legal capacity to sign, and enter into, contracts and other legal documents, and who has duly completed and submitted a Registration Form, and paid the applicable Fees for the Subscription Service.

Customer Content means any data, file attachments, documents, text, images, reports or other content that is uploaded or submitted to the Platform by or on behalf of Customer (including any Affiliate or Permitted User), whether as part, or for the purposes, of any Service, and which is processed by GetSig, but excludes any usage, statistical or technical information generated by the Platform that does not reveal the actual contents of any such data, file attachments, documents, text, images, reports or other content.

Customisations means all software, code, materials, methodologies, know-how, deliverables and works created or developed by GetSig in the course of providing Professional Services.

Discloser in respect of Confidential Information, means the party to this Agreement that discloses such Confidential Information to the other party to this Agreement.

Documentation means the documentation specifying or explaining the function and use of the Platform, including (without limitation) operating or user manuals, functional specifications and release notes for the Platform, as updated from time to time by GetSig. The current version of such documentation may be found at https://getsig.com.

Fees means the fees and charges payable from time to time by a Customer for Subscription Services and/or Professional Services, the amount of which is specified at https://getsig.com/pricing/.

GetSig means GetSignature Operations Pty Ltd (ABN 64 657 901 963) and includes its successors in title and permitted assignees.

Harmful Code means any computer code or routine that is harmful, destructive, disabling or that assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, key loggers, trojans and any new types of programmed threats that may be classified, but excluding passwords, software keys, trial period software and like features that are security features or intended elements of software used to prevent unauthorised access and use.

Intellectual Property Rights means all intellectual property rights, including the following rights:

  1. patents, copyright (including future copyright), rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential;
  2. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
  3. all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including Australia),

whether or not such rights are registered or capable of being registered.

Laws means:

  1. any statute enacted under the laws of a legislature of a country, State, Territory or region, and any regulations or subordinate instruments issued under such statute;
  2. any rule or order of a government authority or agency issued under such statute;
  3. any licence, permit, authorisation, accreditation, code of practice, industrial instrument, industrial award, judicial order or other requirement which is enforceable against the parties to this Agreement, or any third party whose rights or obligations may be effected by a document executed using the Subscription Services, or which is issued under any statute, regulation, subordinate instrument, rule or order of any government authority or agency; and
  4. the common law and equity.

Loss means all liabilities, losses, damages, costs and expenses (including all reasonable legal costs determined on a solicitor and own client basis) whether incurred or awarded against a party, together with disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties, regardless of the action or omission, event, claim, direction or proceeding under which any of them arise.

Permitted User means an officer, employee, agent, contractor or representative of the Customer, who is authorised by that Customer to execute legal documents, on that Customer’s behalf, and is granted access to the Platform either by that Customer or GetSig on that Customer’s behalf.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Platform means the platform licensed, and made available, from time to time by GetSig to provide the Subscription Services during the Term, and includes all updates, new versions, modifications and Customisations of, or in respect of, such software platform developed and implemented by GetSig from time to time.

Policies means the Limits Policy, the Acceptable Use Policy and the Privacy Policy, as amended from time to time by GetSig, copies of which may be found at https://getsig.com.

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles mandated under the Privacy Act 1988, and such other Laws that apply to the collection, storage and/or processing of Personal Information in any given jurisdiction.

Professional Services means implementation, configuration, integration, training, advisory, consulting and/or other services offered by GetSig, from time to time, details of which appear at https://getsig.com.

Recipient in respect of Confidential Information of a party, means the party that receives Confidential Information of or from the other party to this Agreement.

Registration Form means the form, found at https://identity.getsig.com/auth/sign-up.

Related Body Corporate means a ‘related body corporate’ as defined in the Corporations Act 2001 (Cth).

Services means:

  1. the Subscription Services;
  2. the Support Services; and
  3. the Professional Services.

Start Date means the date on which Customer duly completes and submits a Registration Form, and pays the applicable Fees for the Subscription Services.

Statement of Work or SOW means a statement of work, quotation or like document that describes the scope and outputs of Professional Services, as well as the timetable for providing such Professional Services and the Fees payable to GetSig in consideration for the provision of such Professional Services:

Subscription Services means services that enable one of the counterparties to a legal document t

  1. create an electronic version of that document;
  2. execute that document electronically; and
  3. invite the other counterparty or counterparties to that document to execute it electronically,

such that that document is considered to be duly and validly executed by all parties to that document, as well as certain related  functionality, or functionality that may be added by GetSig, in its absolute discretion from time to time.

Support Services means the support services described in Schedule 2 to this Agreement.

Term means the duration of this Agreement, which is determined by clause 4.

Third Party Products has the meaning given to that term in clause 8.

 

Schedule 1

Security Practices

1. Security Controls

GetSig will, as appropriate, utilize the following security controls:

1.1 Firewalls.

GetSig will install and maintain firewall(s) to protect data accessible via the Internet.

1.2 Updates.

GetSig will maintain programs and routines to keep the GetSig information Systems up to date with the latest upgrades and updates

1.3 Anti-malware.

GetSig will deploy and use anti-malware software and will keep the anti-malware software up to date. GetSig will use such software to mitigate threats from all viruses, spyware, and other malicious code that are or should reasonably be detected.

1.4 Testing.

GetSig will regularly test its security systems, processes, and controls to ensure they meet the requirements of these Security Practices.

1.5 Access Controls.

GetSig will secure data in production GetSig information Systems by complying with the following: GetSig will assign a unique ID to each individual with access to systems processing Customer Content. GetSig will restrict access to systems with Customer Content to only those individuals necessary to perform a specified obligation as permitted by this Terms of Use. GetSig will regularly review (at a minimum once every ninety (90) days) the list of individuals and services with access to systems processing Customer Content and remove accounts that no longer require access. GetSig will not use manufacturer supplied defaults for system passwords on any operating systems, software, or other systems, and will mandate the use of system-enforced “strong passwords” in accordance with or exceeding the best practices (described below) on all systems processing Customer Content, and will require that all passwords and access credentials be kept confidential and not shared among GetSig personnel. At a minimum, GetSig production passwords will: (i) contain at least eight (8) characters; (ii) not match previous passwords, the user’s login, or common name; (iii) be changed whenever an account compromise is suspected or assumed; and (iv) be regularly replaced. GetSig will enforce account lockout by disabling accounts with access to Customer Content when an account exceeds a designated number of incorrect password attempts in a certain period. GetSig will maintain log data for all use of accounts or credentials by GetSig personnel for access to systems processing Customer Content and will regularly review access logs for signs of malicious behaviour or unauthorized access.

1.6 Policies.

GetSig will maintain and enforce appropriate information security, confidentiality, and acceptable use policies for staff, subcontractors, agents, and suppliers that meet the standards set forth in these Security Practices, including methods to detect and log policy violations.

1.7 Development.

Development and testing environments for GetSig information Systems will be separate from production environments.

1.8 Deletion.

GetSig will utilize procedures that are industry standard to render Customer Content unrecoverable prior to disposal of media.

1.9 Encryption.

GetSig will utilize cryptographic standards mandating authorized algorithms, key length requirements, and key management processes that are consistent with or exceed then-current industry standards and utilize hardening and configuration requirements consistent in approach with then-current industry standards. Pursuant to this, GetSig will encrypt Customer Content at rest within the online Services and will only allow encrypted connections to the online Service for the transfer of Customer Content.

1.10 Remote Access.

GetSig will ensure that any access from outside of its protected corporate or production environments to systems processing Customer Content or to GetSig’s corporate or development workstation networks will require appropriate connection controls, such as VPN or multi-factor authentication.

2. System Availability

GetSig will maintain (or, with respect to systems controlled by its subcontractors, ensure that such subcontractors maintain) a disaster recovery (“DR”) program designed to recover the Subscription Service’s availability following a disaster. At a minimum, such DR program will include the following elements: (a) routine validation of procedures to regularly and programmatically create retention copies of Customer Content for the purpose of recovering lost or corrupted data; (b) inventories, updated at minimum annually, that list all critical GetSig Information Systems; (c) annual review and update of the DR program; and (d) annual testing of the DR program designed to validate the DR procedures and recoverability of the service detailed therein.

3. Security Incidents

3.1 Procedure

If GetSig becomes aware of confirmed unauthorized or unlawful access to any Customer Content processed by GetSig Information Systems (a “Security Incident”), GetSig will promptly: (a) notify Customer of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

3.2 Unsuccessful Attempts

An unsuccessful attack or intrusion is not a Security Incident subject to this Section 3. An “unsuccessful attack or intrusion” is one that does not result in unauthorized or unlawful access to Customer Content and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond IP addresses or TCP/UDP headers), or similar incidents.

3.3 User Involvement.

Unauthorized or unlawful access to Customer Content that results from the compromise of a User’s login credentials or from the intentional or inadvertent disclosure of Customer Content by a User is not a Security Incident.

3.4 Notifications.

Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s Admin users by any reasonable means GetSig selects, including email. Customer is solely responsible for maintaining accurate contact information in the GetSig User Profile at all times.

3.5 Disclaimer

GetSig’s obligation to report or respond to a Security Incident under this Section 3 is not an acknowledgement by GetSig of any fault or liability of GetSig with respect to the Security Incident.

4. Auditing and Reporting

4.1 Monitoring.

GetSig monitors the effectiveness of its information security program on an ongoing basis by conducting various audits, risk assessments, and other monitoring activities to ensure the effectiveness of its security measures and controls.

4.2 Audit Reports.

GetSig uses auditors to verify the adequacy of its security measures and controls for certain Services, including the Subscription Services.

4.3 Penetration Testing.

GetSig shall use software, internal resources or security experts to conduct penetration testing of certain online Services, including the Subscription Services.

 

Schedule 2

Support Services description

1 Support Services

1.1 Online Support Services

GetSig provides online support to our users. We minimise the need for hands-on individualised support through the intuitive and simple design of the service. GetSig primarily provides user support through online content such as Frequently Asked Questions, Getting started guide, videos and blogs. GetSig may also provide users with interactive support through chat or email or online community or other means.

1.2 Professional services

GetSig provides professional services that are paid for by the customer separately. These services include update, setup, install, configuration, integration, development, testing and training. These are recommended for customers needing specialised installation or customisation. These services may also be delivered through our partner network.