PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Last Updated: September 03, 2018

Welcome to mSIGNIA.  Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Service”).  If you have any questions, comments, or concerns regarding these terms or the Service, please contact us at policy@mSIGNIA.com.

These Terms of Use (the “Terms”) are a binding contract between you and mSIGNIA, Inc. (“mSIGNIA,” “we” and “us”).   By using the Service in any way, you agree to and accept all of these Terms, and these Terms will remain in effect at all times while you use the Service or any data obtained through the Service.  These Terms govern your access to the Service and use of all data, content and other information on mSIGNIA’s websites, applications, and other properties and include the provisions in this document, as well as those in the Privacy Policy, and the European Data Privacy Notice.

Will these Terms ever change?

We are constantly trying to improve our Service, so these Terms may need to change along with the Service.  We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the mSIGNIA website, by sending you an email, and/or by some other means.

If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service.  If you use the Service in any way after a change to these Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by you and mSIGNIA.

What about my privacy?

mSIGNIA takes the privacy of its users very seriously; please see mSIGNIA’s Privacy Policy.

The Children’s Online Privacy Protection} Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16.  We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Service or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible.  If you believe that a child under 16 may have provided us personal information, please contact us at policy@mSIGNIA.com..

What are the basics of using the Service?

The materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions (defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.  As part of using the Service, you may be required to sign up for an account, select a password and an email or user name (your “mSIGNIA User ID”).  You promise to provide us with accurate, complete, and updated registration information about yourself.  You may not select as your mSIGNIA User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. Your right to access the Service is personal to you and you may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password.  You are responsible for any activity associated with your account. You will only use the Service and Content in a manner that complies with all laws that apply to you.  If your use of the Service is prohibited by applicable laws, then you are not authorized to use the Service.  We cannot and will not be responsible for your use of the Service in any way that breaks the law.

You represent and warrant that you are of legal age to form a binding contract (or if not, you have received your parent’s or guardian’s permission to use the Service and gotten your parent or guardian to agree to these Terms on your behalf).  If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Do I have to grant any licenses to mSIGNIA or to other users?

Anything you post, upload, share, store, or otherwise provide through the Service is your “User Submission.”  Some User Submissions (such as data you contribute to mSIGNIA) are viewable by other users.  In order to display your User Submissions on the Service, you grant us certain rights in those User Submissions.  Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant mSIGNIA a royalty-free, perpetual, sublicensable, irrevocable, and worldwide license to translate, modify (including, without limitation, for technical purposes), reproduce, and otherwise act with respect to such User Submissions, in each case to enable us to operate the Service, as described in more detail below.  This is a license only – your ownership in User Submissions is not affected.

If you share a User Submission publicly on the Service and/or in a manner that more than just you or specified specific set of users can view, or if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Service (each of the foregoing, a “Public User Submission”), then you grant mSIGNIA the licenses above, as well as a royalty-free, perpetual, sublicensable, irrevocable, and worldwide license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all mSIGNIA users and providing the Service necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Service and/or otherwise in connection with mSIGNIA’s business.

Your use of the Service is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute or submit any User Submission or other materials or otherwise use the Service or interact with the Service in a manner that:

(a)   Infringes or violates the intellectual property rights or any other rights of anyone else (including mSIGNIA);

(b)  Violates any law or regulation, including any applicable export control laws;

(c)   Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d)  Jeopardizes the security of your mSIGNIA account or anyone else’s (such as allowing someone else to log in to the Service as you);

(e)   Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f)   Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g)  Runs any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’ infrastructure);

(h)  “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);

(i)    Circumvents or attempts to circumvent any features, limitations, or restrictions of the Service (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);

(j)    Copies or stores any significant portion of the Content;

(k)  Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.

A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.

What are my rights with respect to the Service?

You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the mSIGNIA website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including mSIGNIA’s) rights.  You may reference the Content with proper attribution to mSIGNIA or the applicable owner; however, any other uses of the Content require mSIGNIA’s prior written consent. Please contact us at policy@mSIGNIA.com to ensure that you are properly attributing mSIGNIA.

You understand that mSIGNIA owns the Service. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.

If you would like to use Content in any manner other than as expressly permitted by these Terms (for example, exporting data via mSIGNIA’s API or including data in any other product or service), the use must adhere to terms defined in a written contract signed by you and mSIGNIA. These Terms apply to all such use unless specifically stated otherwise in the applicable contract terms.

What if I see something on the Service that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like mSIGNIA, being asked to remove material that allegedly violates someone’s copyright.  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to learn how to report potentially infringing content, please contact us at policy@mSIGNIA.com.  To learn more about the DMCA, click here.

Who is responsible for what I see and do on the Service?

Any information or content publicly posted or privately transmitted through the Service is the sole responsibility of the person or organization from whom such content originated, and you access all such information and content at your own risk, and we are not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.   We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Service.  We cannot guarantee the identity of any users with whom you interact when using the Service and are not responsible for which users gain access to the Service.

You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You will keep all your registration information accurate and current.  You are responsible for all your activity in connection with the Service.

The Service may contain content, data, links or connections to or from third party websites or services that are not owned or controlled by mSIGNIA (“Third-Party Services”). When you access or use Third-Party Services, you accept that there are risks in doing so, and that mSIGNIA is not responsible for such risks.  We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each Third-Party Service that you visit or utilize.

mSIGNIA has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third party that you interact with through the Service. In addition, mSIGNIA will not and cannot monitor, verify, censor or edit the content of any Third-Party Services. By using the Service, you release and hold us harmless from any and all liability arising from your access to or use of any Third-Party Service.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that mSIGNIA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that mSIGNIA is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release mSIGNIA, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Will mSIGNIA ever change the Service?

We are always trying to improve the Service, so they may change over time.  We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service.  We will try to give you notice when we make a material change to the Service that would adversely affect you, but this is not always practical. Similarly, we reserve the right to remove any Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

From time to time, mSIGNIA may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.

Does using mSIGNIA cost anything?

We reserve the right to charge for certain or all Service. Certain aspects of the Service require you to pay fees. Fees are defined in a contract, either written or electronic, and agreed to by you and mSIGNIA. You agree to pay all fees which apply to your use of the Service. mSIGNIA reserves the right to change any fees and pricing applicable to the Service at any time upon notice to you (which may be sent by email or posted on mSIGNIA’s website). Your use of the Service following such notification constitutes your acceptance of any new or increased fees.

What if I want to stop using mSIGNIA?

You are free to do that at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Service.

mSIGNIA is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms.   mSIGNIA has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.  Provisions that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Additionally, upon termination of your account mSIGNIA may require you to expunge some or all of the Content in your possession, and you will do so promptly.

What else do I need to know?

Warranty Disclaimer.  Neither mSIGNIA nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Service.  We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service.  Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided “AS IS” and without any warranty of any kind from mSIGNIA or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).  THE SERVICES AND CONTENT ARE PROVIDED BY mSIGNIA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR  A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL mSIGNIA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO mSIGNIA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.  You agree to indemnify and hold mSIGNIA, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Service (including any actions taken by a third party using your account), and (b) your violation of these Terms.

Assignment.  You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without mSIGNIA’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration.  These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms (whether brought against mSIGNIA or against any director, officer or employee of mSIGNIA in their personal capacity) shall be finally settled in Orange County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Orange County, California, or the Southern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND mSIGNIA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous.  You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that the mSIGNIA may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.  The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and mSIGNIA agree that these Terms are the complete and exclusive statement of the mutual understanding between you and mSIGNIA, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of mSIGNIA, and you do not have any authority of any kind to bind mSIGNIA in any respect whatsoever.    You and mSIGNIA agree there are no third party beneficiaries intended under these Terms.