Terms of Use and Subscription

1. PURPOSE
The purpose of these Terms of Use and Subscription (hereinafter “TUS”) is to define (i) the terms of use and subscription to Yousign Services and (ii) the rights and obligations of each Party in relation to the Subscription.

2. DEFINITIONS

All terms written with a capital letter not defined in these TUS shall have the meaning given to them here.

3. SUBSCRIPTION 

3.1 The Electronic Signature Service is Yousign’s main service. Accordingly, the Subscriber acknowledges and accepts that any subscription to Additional Services requires an existing valid Subscription to the Electronic Signature Service.

3.2 The Subscriber and the Individual acknowledge (i) that they have checked that the Services meet their needs and those of the Users; (ii) that they have received from Yousign all the information and advice they need to enter into the Contract on an informed basis; and (iii) that their consent to the TUS is not based on the availability of a future functionality of the Services or a new product development strategy. 

3.3 The Subscriber is invited to subscribe to the Services by following the subscription procedure on the Yousign Application or by signing a Quote. The Subscriber may order new Services and add Subscriptions and/or Electronic Signature Service at any time, either by following the subscription procedure on the Platform or by accepting a new Quote.

Any new User Account creation request, additional Subscription or additional Electronic Signature Service after the Effective Date is subject to the conditions set out in these TUS.

3.4 By subscribing to the Services, the Subscriber accepts these TUS and expressly waives all other general or special terms and conditions, including any general conditions of purchase. If there is a conflict between the terms of a Quote and the TUS, the terms of the TUS will prevail unless , if necessary at Yousign’s discretion, the Quote indicates special conditions; in this latter case, the particular conditions of the Quote will prevail over any contradictory conditions in these TUS. 

Online validation of the Subscription by the Subscriber and acceptance by the Users of these TUS or other contractual documents is confirmed by clicking on a check box, in particular when creating a User Account or prior to the Electronic Signature of a Document using the Services. The Subscriber and Users are informed and accept that their agreement with Yousign does not require a handwritten or electronic signature.

3.5 Yousign reserves the right to refuse a Subscription request on legitimate grounds.

3.6 A Subscriber undertakes, within the context of their Subscription, to:

• provide Yousign with all the information required for the provision of the Services, invoicing and payment and to update it if there are any changes. The Subscriber has sole responsibility for the consequences of any failure or delay in updating said information;
• allow access to the Platform only to identified Users authorised to access it and to inform Yousign as soon as possible in the event of any attempted third-party hacking of a User Account or Corporate Account;
• ensure that Users cooperate;
• ensure that Subscriber Data, User Data and Third-party Signatory Data communicated by the Subscriber and Users do not infringe the rights of third parties and that they are authorised to reproduce and/or disseminate them;
• maintain the Subscription to the Electronic Signature Service throughout the period of Subscription to the Additional Services.

3.7 The Individual’s access to the Service is limited to the Free Plan. Any upgrade to a Paid Plan comes with the acknowledgement from the Individual that they will, from the moment of the upgrade, become a Subscriber and use Yousign exclusively for their professional activities.

4. USER ACCOUNTS

4.1 User Account creation

As part of the Paid Plan, the Subscriber can either appoint a Proprietary User within their organisation, or take on the role themselves. Once this initial procedure has been completed, each User identified by the Subscriber receives a confirmation email containing a link through which they can manage their Credentials and open their account. 

Yousign informs the Subscriber that the use of the Services is subject to the online acceptance of the TUS by each User according to section 3.4 above.

To access Free Plan, Free Plan Users must create a User Account, read and accept the TUS and validate their email address (by clicking on a link to be sent to their email address).

The User undertakes, in relation to the creation and management of their account:

• to provide accurate and complete information on their identity; 
• not to create a false identity or steal the identity of another natural person or legal entity; 
• to update their data immediately if there are any changes;
• to keep their Credentials secret and not to disclose them in any way whatsoever. Any access to or use of the Services and transfer of data from a User Account will be deemed to have been carried out by the User concerned. Accordingly, the User must ensure that they disconnect fully from the Services at the end of each session, particularly when accessing the Services from a public computer.
• inform Yousign as soon as possible of any loss, misuse or unauthorised use of their Credentials, so that Yousign can reactivate their User Account.

In addition to the above, the Free Plan User undertakes (i) for Individuals, to create a single account and not to open multiple accounts on multiple email addresses; (ii) for Professionals, to create one account per organization. The Free Plan is not designed for organizations requiring multiple accounts.

4.2 Conditions of use of the Services

The User undertakes when using the Services: 

• to use and access the Services in accordance with the Contract and the Documentation;
• not to harm the performance of the Platform in particular by complying with the API rate limit policy defined in the Documentation;
• not to access the Platform, Services or Documentation or use them for the purpose of:

(a) developing or operating services intended to be offered to third parties in competition with Yousign’s Services; or 

(b) allowing a direct competitor of Yousign to access them;

• to check that the IT system and Infrastructure necessary for the use of the Services comply with the technical requirements communicated to them. Each User has sole responsibility for their connection to the internet and the choice of internet browser compatible with the Platform. The acquisition, installation and maintenance of the Infrastructure resulting from their use are at the sole expense of the User; 
• to protect themselves from the risks of data loss or hacking, in particular by using regularly updated antivirus software; 
• to use the Services in accordance with the French legislation in force, in particular in terms of Personal Data protection, Intellectual Property protection and image rights. 
• not to use the Services in a way that is likely to harm Yousign’s reputation;
• to ensure that User Data and Third-party Signatory Data communicated by the User do not infringe the rights of third parties and that they are authorised to reproduce and/or disseminate them;
• to ensure that the content of the Documents (a) is not illegal or promotes illegal activities; (b) does not defame or contain threats or incitements to violence; (c) does not contain viruses, worms, malware, Trojan horses and/or any other content designed or intended to disrupt, damage and/or limit the operation of the Platform and/or damage or obtain unauthorised access to any data;
• verify by any means the identity of Signatories and any other third party who could have access to Documents or Public Forms, before allowing them access to the Services.

5. GUARANTEES 

Where applicable, each User is responsible for: 

• the use they make of the Services, the level of Electronic Signature selected and the Audit Trails;
• the quality, relevance, accuracy and exhaustiveness of the User Data and/or Third-party Signatory Data they provide and the Documents they upload, complete or store on the Platform;
• the content of the data transmitted in the free fields provided on the Platform. Users undertake not to include any sensitive data within the meaning of the GDPR
• the use and updating of User Data and/or Third-party Signatory Data they provide on the platform and the Documents uploaded, completed or stored on the Platform;
• the content and especially the lawfulness of Documents and, their enforceability against Signatories or third party;
• the verification of the legal  capacities of Signatories, regardless of the level of Electronic Signature selected; 
• the verification of identity of Third Party Signatory for Simple Electronic Signature level in accordance with section 7.2; 
• the sustainable conservation of Documents.  If the Subscriber does not subscribe to the Documents Electronic Archiving Service, Yousign strongly advises the Subscriber to keep the Documents in a way that ensures their long term viability, integrity and enforceability;
• the Yousign API settings and personalisation options selected, in particular personalised marking of the signature fields in Documents, security and access settings in Documents or Public Forms, and the period of validity of access links to the Documents.

The Subscriber and, where applicable, the Individual undertake to protect Yousign and its representative from any claims or proceedings from any other User, Third-party Signatory, third party or public authority and to reimburse all expenses (including fees, costs and legal expenses) and interest associated with said claims or proceedings arising from the illegal, fraudulent or non-compliant use of the Services, the User Data and/or Third-party Signatory Data provided, breaches of Intellectual Property rights having taken place during the use of the Services and the Platform, the content stored or archived on the Platform, a setting or personalisation option selected and the use of a level of Electronic Signature.

The Subscriber shall assume full and entire responsibility for the consequences and/or damage associated with (i) the integration of a service or third-party software on the Platform not implemented by Yousign or (ii) developments carried out by the Subscriber or one of its representatives, in particular in relation to the provision of a Connector.

The Subscriber guarantees that Users will fulfil all the obligations incumbent on them pursuant to the TUS.

6. MAINTENANCE AND VERSIONS

6.1 Maintenance

Maintenance may be carried out by Yousign to keep the Services running smoothly. The Parties agree that they will use their best endeavours to minimise the duration and consequences of maintenance activities.

Signing up online on the Yousign Website will allow the Subscriber and/or any User to receive an alert about any maintenance resulting in a suspension of the Services. 

6.2 Platform versioning 

The Subscriber or Individual acknowledges and accepts that Yousign may (i) amend the technical infrastructure of its Platform and (ii) implement updates and/or new versions of the Platform as the technologies evolve, to improve the quality and/or functionality of the Services. Updates form an integral part of the Services and are subject to the Contract. 

For any updates to the Platform, Yousign will do its best efforts to inform the Subscriber/Individual, within a reasonable time period,  by all means available. 

The Subscriber/Individual undertakes to (i) update to the most current version of the Platform and (ii) perform all the necessary changes in its own system to enable the most current version of the Platform to work, within a reasonable time period or before the date of end of Support Service and/or end of life announced by Yousign. 

If the Subscriber/Individual does not upgrade to the latest version of the Platform despite Yousign notice of end of life, Yousign may, at its discretion:

• no longer provide Support Service for previous versions of the Platform and/or to make unavailable a Platform version for Users. 
• terminate the Contract according to section 15.2.1 below. 

 Yousign will make its best efforts to limit the impact of changes and to assist the Subscriber/Individual.

6.3 Compliance with statutory or regulatory obligations 

The Subscriber/Individual is informed and accepts that the Platform and the Services may need to be amended to comply with a statutory or regulatory obligation requiring the amendment of the Platform or Services or to address an unforeseen and imminent threat (for example, in the event of fraud, malware, data breach, cybersecurity risks, etc.). Yousign will make its best efforts to inform the Subscriber/Individual  by all means available as soon as it can. 

7. YOUSIGN OBLIGATIONS, RESPONSIBILITIES AND GUARANTEES

The Platform is a solution provided as a “SaaS” (Software as a Service), which the Subscriber and/or User expressly acknowledge and accept. It is therefore not intended to respond to any specific requirement of the latter. Yousign excludes any guarantee whatsoever, to the extent permitted in law, and in particular mandatory applicable consumer protection laws.

In its capacity as the publisher of a SaaS solution, Yousign’s main obligation is the provision of Services, thanks to technical resources that enable the proper operation and maintenance of said Services. As a technical intermediary, Yousign is bound by an obligation to use its best efforts in respect of the TUS. 

It is understood that in the event of non-fulfilment of an obligation in respect of the TUS, the non-defaulting party must take all actions or measures to minimise the impact of the harm that could result therefrom. In the absence of such measures, the non-defaulting party may only claim compensation for unavoidable harm. 

7.1 Provision of Services 

The Subscriber and/or the User acknowledge that the provision of the Services depends on the reliability, availability and continuity of third-party suppliers (telecommunications operators and the infrastructure that supports the public internet). 

Yousign cannot be held responsible for an interruption to the Services, bugs, errors, transmission failures or any other event outside its control, in particular as a result of third-party suppliers or where applicable, if the Client exceeds the Forecast. 

7.2 Damage covered

The Subscriber and/or the User acknowledge and accept that Yousign may only be held liable for direct and foreseeable damage, subject to proof of a direct causal link between the damage observed and proof of a breach of contract.

Are Excluded (i) all damages that do not result exclusively and directly from the failure of Yousign’s Services, (ii) any indirect and/or unforeseeable or consequential damage, in particularly in the event of interruption to the Services, loss of clients, commercial disruption, damage to image and/or reputation, loss of and/or damage to data, a delay in the provision of the Services, and damage not resulting exclusively and directly from the non-performance of Yousign’s Services, suffered by the Subscriber and/or the User and/or the Third party Signatory,  (iii) any damages that result from the full API integration by the Subscriber, even if Yousign has been informed of the possibility of such damage.

Yousign is exempt from any liability in the event of negligence or non-compliant use of the Services in relation to the Documentation and/or the Contract by the Subscriber and/or User. Said exemption also applies to the content of Documents created and/or published by the Subscriber and/or User and/or Third-party Signatory. 

Yousign shall not under any circumstances be deemed a party to the Documents signed via the Platform and cannot be held liable in any way in the case of a dispute, regardless of the cause, between (a) a User and the Subscriber or (b) Signatories or (c) a Signatory and the Subscriber or (d) the Subscriber and a third party or (e) a Signatory and the Individual or (f) the Individual and a third party, not attributable to Yousign.

As regards the identity of Signatories, Yousign carries out the checks required by the eIDAS Regulation and the applicable standards (ETSI EN 319 411-1 and, where applicable, if the level is qualified, ETSI EN 319 411-2) according to the level of Electronic Signature selected by the Subscriber or Individual under his sole responsibility. Compliance with the above requirements does not entail an irrebuttable presumption of the reliability of the Signatory's identification, and the Subscriber or Individual remains solely responsible for implementing any additional and necessary diligence to ensure the identity of the Signatory in a manner proportionate to the stakes involved in signing the Documents, so as to be in a position to defend its interests in the context of any judicial or extra-judicial action relating to the Signatory's identity brought by a third party or by the supposed Signatory. Yousign is exonerated from any liability in this respect, its sole and entire responsibility being limited to compliance with the checks imposed by the eIDAS Regulation and the standards applicable according to the level of Electronic Signature selected.

Any limitation of liability mentioned in these TUS shall not apply when it must be dismissed pursuant to the law and in particular, in the event of (i) death or serious injury; (ii) gross negligence; or (iii) malicious intent.

7.3 Yousign’s liability in the event of wrongdoing

​​Without prejudice to section 7.2, last sentence above, Yousign’s total liability for all complaints arising out of, deriving from, relating or subsequent to the performance of the Contract will not exceed the total Service Costs paid by the Subscriber for the Services concerned pursuant to the TUS, during the twelve (12) months prior to the event resulting in the claim.

The above liability cap is a decisive condition of Yousign’s agreement. The Subscriber and Yousign acknowledge that the Service Costs reflect the distribution of risks and relative economic weight of the Parties.

8. PRICE – INVOICING – PAYMENT METHODS 

8.1 Price

The Subscriber undertakes to pay Yousign the Service Costs shown on the electronic invoices. The Service Costs are shown in the currency of the Quote, including tax. In the event of invoicing in a currency other than the euro, the applicable exchange rate will be the latest exchange rate published by the European Central Bank on the date of invoicing. Where applicable, the effective rate of VAT is that of the Effective Date. Any change in the rate will be shown on the invoices. The Subscriber may not dispute the new rate or use it as a reason to terminate the Contract.

The Subscriber acknowledges that, unless otherwise stated in the Quote and confirmed by Yousign, any discount offered when taking out the Subscription will not be automatically renewed for the following Subscription Period.

8.2 Change of price

Yousign may change any or all of the Service Costs applicable to the Services. The Subscriber shall be informed by Yousign by any means, one (1) month before the effective date of the new Service Costs. Except for a monthly Subscription, the change will take place at the end of the period for which they have paid the Subscription.

The Subscriber is entitled to refuse said increase and, if it does, must terminate the Contract by sending a termination/non-renewal request for the Subscription by email to unsubscribe@yousign.com for the Service or Services affected without penalty, within fifteen (15) days from the date of receipt of said notification. The termination will take effect on the effective date of the new Service Costs.

8.3 Invoicing

The Subscriber undertakes to inform Yousign, prior to the signature of the Quote, of any specific requirements in connection with electronic invoicing and authorises Yousign to send it electronic invoices that it can view, copy or print directly from its user area where payment is made online.

The invoice is sent to the Subscriber electronically via the Proprietary User account where payment is made online and by email (i) monthly for monthly Subscriptions or (ii) annually for annual Subscriptions for eligible Subscribers. The invoice for any annual or multi-year Subscription will be issued during the first month’s Subscription of the annual period underway. 

In terms of access to the API, the Subscriber undertakes to monitor consumption of the number of Electronic Signatures by Users during the Subscription. If there is an overrun on the package ordered, the Subscriber will receive an additional invoice for signatures not included in the package, which they must pay in accordance with the TUS. 

8.4 Payment methods

The Subscriber registers its preferred payment method on the Platform when subscribing to the Services. This may be a bank card or SEPA Direct Debit mandate. The Services are payable by the Subscriber on the date shown on the invoice, by automatic direct debit for the remaining term. If the payment date falls on a weekend or public holiday, the payments will be processed on the next business day. 

The Subscriber acknowledges that, unless otherwise stated in the Quote and confirmed by Yousign, any payment method offered by Yousign when taking out the Subscription will not be automatically renewed for the following Subscription Period. 

By subscribing to Yousign Services, the Subscriber authorises Yousign or its representative to invoice the Service Costs on a recurring basis (monthly or annually depending on the Subscription selected) using their preferred payment method. This authorisation will remain in place during the period of the initial Subscription and its subsequent renewals, until the Contract is terminated as defined in Article 15 of these TUS. 

If the payment method used for the Subscription expires, if the account information changes or if, for any reason, a debit is rejected, the Subscriber undertakes to update their account immediately by adding a valid payment method. 

Any invoice that has not been disputed within thirty (30) days of the issue date shall be deemed duly accepted by the Subscriber. The Subscriber cannot offset, deduct or withhold any sums due to Yousign under these TUS. 

8.5 Payment incidents

In the event of late payment, and without prejudice to the other rights and remedies available to Yousign, interest will be charged automatically on debts that remain unpaid on the day following the due date at a rate equal to three (3) times the French statutory interest rate, per month of delay, without the need for a reminder. 

In accordance with Article L.441-10 of the French Commercial Code, a fixed sum of forty (40) euros is automatically payable by the Subscriber as fixed compensation for recovery costs in the event of late payment.

Yousign may, on the basis of supporting documents, claim additional compensation for recovery costs in excess of the fixed sum. 

In accordance with the terms of Article 14, any payment incident shall result in the suspension of the Subscription and access rights to the Services for the Subscriber and Users affected by said incident.

8.6 Complaints

Any request relating to invoicing or payment methods should be sent in the first place to invoice@yousign.com.

In the event of a complaint by the Subscriber, Yousign will deal with the request as soon as possible to reach an amicable solution. The Subscriber will remain liable, under the terms of the TUS, for the uncontested amount of the disputed invoice.

9. SPECIAL TERMS AND CONDITIONS FOR SERVICES

9.1 Trust services provider certification: Yousign is qualified by the French National Cybersecurity Agency (ANSSI) as a service provider authorised to deliver trust services as defined in the eIDAS Regulation. Accordingly, Yousign is included in the Trusted List produced by France for the European Commission.

Yousign is certified to deliver Electronic Signature Certificates in accordance with the standards described here. The technical documentation is available here.

9.2 Electronic Signature: The Electronic Signature Service enables a Document to be signed by the parties concerned by said Document. Yousign offers several levels of Electronic Signature within the meaning of the eIDAS Regulation. The process of implementing Electronic Signatures is described in the Certification Policies.

Some Documents may be excluded from the scope of Electronic Signatures or be subject to specific regulations. Yousign has no obligation or responsibility for determining whether a Document (i) is exempt from the obligations set out in the laws applicable to Electronic Signatures, (ii) is subject to a specific regulation or (iii) can be legally signed by electronic means. All content provided by Yousign concerning the appropriateness of a level of Electronic Signature for a particular situation is provided for purely informational purposes and may not be interpreted as legal advice under any circumstances. 

The Individual is responsible for verifying the validity and the legality of the Service for their own particular needs, in particular for compliance of the laws of their resident jurisdiction.

9.3 Electronic Seal: 

9.3.1 The Electronic Seal Services enable a Document to be sealed by the parties concerned by said Document. Yousign offers several levels of Electronic Seal within the meaning of the eIDAS Regulation. The process of implementing Electronic Seal is described in the Certification Policies.

Some Documents may be excluded from the scope of Electronic Seal or be subject to specific regulations. Yousign has no obligation or responsibility for determining whether a Document (i) is exempt from the obligations set out in the laws applicable to Electronic Signatures, (ii) is subject to a specific regulation or (iii) can be legally sealed by electronic means. All content provided by Yousign concerning the appropriateness of a level of Electronic Seal for a particular situation is provided for purely informational purposes and may not be interpreted as legal advice under any circumstances. In particular, it is the Subscriber's responsibility to control the use of  Electronic Seal on the Documents by its Users  in order to identify the latter by means of powers of representation. 

9.3.2 As part of the Electronic Seal Service, Yousign can provide the Subscriber with a package of Electronic Seal, the number of which is specified in the Quote.

9.3.3. The Electronic Seal Service may also be offered to the Subscriber on the basis of a Forecast attached to the Quote. Thus, during the Subscription Period, Users may send an unlimited number of Electronic Seal, depending on the level(s) subscribed to by the Subscriber. Additional limits may be included in the Quote. 

This Service is offered by Yousign according to the Subscriber’s Forecast.

Therefore, should the number of Electronic Seal sent and/or the number of Users within the Forecast, exceed the ceiling defined within the Quote, Yousign reserves the right, without prejudice to the modification of the Service Costs in accordance with article 8.2, to request a renegotiation of the pricing conditions. Failing such agreement, the Contract will be terminated automatically according to article 15.2.1.

9.4 Audit Trail: Electronic Signatures may, as the case may be, result in the production of one or more Audit Trails. 

Audit Trails are archived by Yousign for ten (10) years from the Electronic Signature process. The User may ask Yousign to return their Audit Trails. This will be done on the basis of the Yousign price list. 

The Certification Policies and Audit Trails may be used by the Subscriber in the case of a dispute involving an Electronic Signature.

9.5 Electronic Time Stamp: Time stamps are electronic time stamps within the meaning of the eIDAS Regulation. These (i) connect the date and time to time-stamped data so as to reasonably exclude the possibility of their being modified undetectably; (ii) are based on an accurate clock linked to Coordinated Universal Time; (iii) are signed or sealed using an Electronic Signature or Electronic Seal.

9.6 Document Management: Any Document uploaded to the Platform for the purpose of Electronic Signature is kept, within the authorised usage limit, in the Corporate Account and/or the User Account used to instigate the signature process during the Subscription period. The Subscriber and/or the Individual acknowledge that Yousign may be required to implement and apply limits to the use of capacity or the retention period for Documents if these become a constraint for Yousign. Yousign undertakes to inform the Subscriber and/or the Individual by any means, one (1) month before these limits are implemented. 

The User, the Proprietary User or the Administrator User may recover and store Documents for archiving outside the Platform during the Subscription period. 

The User acknowledges that Yousign is not required to determine the retention period for Documents required by the applicable laws.

9.7 Build signing flow: the Subscriber who would like to use the “build the own signing flow” model shall: 

• Implement the signing flow according to the mandatory steps defined in the Documentation,
• Prove at first request of Yousign that the signing flow is properly implemented,
• Provide Yousign with accurate information related to the signing process and Signatories.

9.8 Document Archiving Service

The Document Electronic Archiving Service allows, as the case may be, the Subscriber to archive signed Documents for a period of ten (10) years from the Electronic Signature process. 

Yousign undertakes to provide the Archiving Service in accordance with current standards in relation to electronic archiving, including but not limited to standards NF Z42-013 and NF Z42-026. 

An Administrator User may ask Yousign to return their Archived Documents. This will be done on the basis of the Yousign price list.

The Subscriber declares and acknowledges that they have sole responsibility for determining the archiving period according to their needs and circumstances. All content provided by Yousign concerning the appropriateness of an archiving period for a particular situation is provided for purely informational purposes and may not be interpreted as legal advice under any circumstances.

10. INTELLECTUAL PROPERTY

Yousign has all the necessary rights for implementing these TUS, including but not limited to the Intellectual Property rights to the Platform, Services and trademarks it owns.

Neither the existence of the Contract nor its performance may be interpreted as an assignment of Intellectual Property rights.

10.1 Granted rights:

Subject to section 10.2 (second paragraph) below, Yousign grants the Subscriber and/or the User a personal, non-exclusive, non-transferable, revocable and non-assignable right of use for the term of the Contract to: 

• the Platform, applications and Documentation about the Services;
• Yousign’s trademarks and/or logos. 

Any third-party software integrated into the Platform is governed by the licence conditions applicable to said software.

10.2 Limits

The Subscriber and/or the User undertake not to: 

• reproduce, either temporarily or permanently, correct, extract, modify, translate into any natural or computer languages, reuse, arrange, adapt, decompile, decrypt or disassemble the source code or components of the Platform and/or the Services or to merge them into other software or to create derivative works based on the Platform, regardless of the means or medium thereof; 
• grant any licence or sub-licence, sell or resell, lease, lend, distribute, transfer, operate in part-time or provide access on a commercial basis to the Services and/or the Platform and/or the Yousign Documentation;
• carry out hacking tests or vulnerability scans, or cause a denial of service on the Platform and/or the Services.

The Yousign’s trademarks and/or logos may be reproduced and disseminated by the Subscriber and/or the User within their organisation subject to compliance with Yousign’s instructions and style guide. The Subscriber and/or User shall refrain from any advertising or promotional use for its services or those of a third party. 

The Subscriber and/or User acknowledge that any breach of the provisions of this article 11 constitutes a counterfeit punishable under civil and/or criminal law.

11. TERM

Unless otherwise specified in the Quote: 

• The Contract is entered into force for an indefinite period starting on the Effective Date, unless terminated by the Parties according to article 15 below;
• Yousign Services are supplied for a period of (i) one (1) month for monthly Subscription or (ii) one (1) year for annual Subscription starting on the Effective Date;
• Yousign Services are automatically renewed on a monthly basis for monthly Subscriptions and on a yearly basis for annual or multi-year Subscriptions, unless terminated by the Parties according to article 16 below.

12. PERSONAL DATA PROTECTION

The Subscriber and/or the User (except the Individual) undertake to familiarise themselves with and acknowledge acceptance of the Data Processing Agreement describing the roles and responsibilities of the Subscriber and/or User and Yousign. The Subscriber and the User acknowledge that Yousign processes certain personal data under the conditions of Yousign's Privacy Policy, which contains all the information regarding the Processing carried out by Yousign as the Controller.

13. CONFIDENTIALITY

The Parties undertake to disclose Confidential Information only, as the case may be, to those employees, representatives or processors who need to know it in relation to the performance of the Contract and who are bound by a non-disclosure agreement offering an equivalent level of protection to their own Confidential Information.

The Parties mutually guarantee compliance with the obligations in this article by people who have or may have knowledge of the Confidential Information.

The Parties undertake not to communicate or disclose the Confidential Information to third parties, unless otherwise stipulated in the Contract or where disclosure is required under the law by a competent authority.

The commitment set out in this article shall take retroactive effect from the start of the negotiation period between the Parties and shall end five (5) years after the Contract ends for any reason whatsoever, being understood that where the Confidential Information can be considered as a trade-secret of one Party as defined under article 2 of the Directive (EU) 943/2016, the other Party shall keep them secret until they cease to be trade-secret according to the Directive above.

14. SUSPENSION

14.1 Suspension with notice

Yousign may, as of right, suspend or limit the Subscriber’s and/or the User’s access to all or part of the Services by a notice to remedy notified by any means that has failed to produce a response within seven (7) calendar days in the event of a: 

• Breach of the Contract or the applicable laws and regulations by the Subscriber and/or the User; or
• Payment incident. 

The notification sent by Yousign will set out the reasons for its decision on the date on which it takes effect and will be maintained until the situation is remedied by the Subscriber and/or User or until the Contract is terminated by Yousign. 

14.2 Suspension without notice

Yousign may suspend or limit access to all or part of the Services in the event of action, inaction or negligence by the Subscriber or any User likely to (i) harm Yousign’s image or reputation, (ii) create a risk for Yousign or (iii) constitute a threat to the security of the Platform. 

The notification sent by Yousign will set out the reasons for its decision on the date on which it takes effect and will be maintained until the situation is remedied by the Subscriber and/or User or until the Contract is terminated. 

14.3 Consequence of Suspension

The period of suspension shall apply to all the Services subscribed to by the Subscriber, which shall remain under an obligation to pay the Service Costs. The period of suspension shall entail limited access to the Documents.

The end of the Suspension will be determined unilaterally by Yousign, in particular through the termination of the Contract.

15. TERMINATION

15.1 Termination by the Subscriber or the Free Plan User

15.1.1 Termination by the Subscriber

The Subscriber may terminate part of the Services or the whole of the Contract at any time and without compensation by sending an email to unsubscribe@yousign.com. 

The Subscriber must comply with the following notice periods: 

• Fifteen (15) days before the end of the current period for a monthly Subscription Period; 
• Thirty (30) days before the end of the current period for an annual Subscription Period; 
• Three (3) months before the end of the current period for a two(2) years Subscription Period; 
• Six (6) months before the end of the current period for a three (3) years Subscription Period or more.

The Subscriber is informed that any payment made in respect of the Services will be retained by Yousign and that any period that has already begun will remain payable. No pro rata reimbursement may be requested on the grounds of termination of the Contract for any reason whatsoever.

Given the nature of the Services provided by Yousign, the Subscriber and/or the User are informed that the termination of the Electronic Signature Service entails the automatic termination of the Additional Services.

15.1.2 Termination by the Free Plan User

The Free Plan User may, at any time, without justification and without any charges and/or compensation, terminate the Contract by making a request via the online help form made available through their User Account.

The Free Plan User is required to download their Documents prior to any termination by the Individual.

15.2 Termination by Yousign 

15.2.1 No-fault termination

Yousign may, at any time, terminate part of the Services or the whole of the Contract by sending a written notification by any means, including in the case of (i) a law or regulation requiring the termination of all the Services, (ii) the exercise of a right of termination for a pressing reason provided for in national law.
In this case, Yousign will make its best efforts to comply with the following notice periods:

• Seven (7) days before the end of the current period for a monthly Subscription Period or when subscribing to the Free Plan;
• One (1) month before the end of the current period for an annual Subscription Period;
• Two (2) months before the end of the current period for a multi-year Subscription Period.

In the case of an annual or multi-year Subscription, the Subscriber will be reimbursed pro rata for the unused part of the Subscription.

Yousign may also terminate, without compensation, the Contract, if the Subscriber refuses to upgrade to the latest version of the Platform despite Yousign’s notice of end of life.  In this case, the Contract will end at the choice of Yousign (i)  the end of the current Subscription Period or (ii) the end of life date announced by Yousign, the Subscriber will therefore be reimbursed pro rata for the unused part of the Subscription Period.

Yousign may also terminate, without compensation, the Contract, if the Parties failed to reach agreement on the modification of the Service Costs in the event of the Forecast being exceeded, as provided for in article 9.3.3. In this case, the Contract will be terminated automatically one (1) month after Yousign notifies the Subscriber that no agreement has been reached. 

15.2.2 Termination for breach

Yousign may, without compensation or reimbursement for the Subscriber or the Free Plan User, by sending a notification by any means, terminate part of the Services or the whole of the Contract in the event of: 

• Breach of the Contract or the applicable laws and regulations by the Subscriber and/or the User; 
• Payment incident; or
• Action, inaction or negligence likely to (i) harm Yousign’s image or reputation, (ii) create a legal risk for Yousign or (iii) constitute a threat to the security of the Platform. 

In the absence of remedial action by the Subscriber and/or User, Yousign may terminate the Contract by any means within thirty (30) days from the date of notification of suspension of access to the Services. 

Yousign is not required to comply with the notice period indicated above or indicate the reason for termination in the case of (i) a law or regulation requiring the termination of all the Services, (ii) the exercise of a right of termination for a pressing reason provided for in national law or (iii) repeated breaches of the Contract by the Subscriber and/or User. 

15.3 Effect of termination

The Subscriber’s and Users’ access to the Platform, Services and Documents will be withdrawn on the effective date of termination. 

15.4 Insolvency proceedings

The Parties shall terminate the Contract in the case of the Cessation of Trading of either Party, on the understanding that the Party concerned will notify the other Party by registered letter with confirmation of receipt via the administrator. The termination shall take effect in the absence of a response within thirty (30) calendar days from the date of sending. 

16. ASSIGNMENT OF THE CONTRACT

Both the Subscriber and Yousign are each entitled to assign, transfer or contribute the rights and obligations arising under the Contract to a third party in any form whatsoever, subject to notifying the other Party one (1) month before the assignment. 

Yousign may transfer to a third party the Contract concluded with an Individual with the Individual's prior consent. In the absence of the Individual’s consent, the Contract will be automatically terminated. In any event, any transfer to a third party of a Contract concluded with an Individual shall not result in a reduction of the Individual’s rights.

17. INSURANCE

Both the Subscriber, the Free Plan User and Yousign each attest that they have taken out professional liability insurance with an insurance company widely known to be solvent, covering physical damage, intangible harm and bodily injury, likely to be caused directly or indirectly to the other Party and/or to third parties, and all risks related to their activities, and to maintain the policy throughout the term of the Contract.

18. FORCE MAJEURE

Neither Party shall be liable in respect of the other in the event of non-performance of its contractual obligations, where it is prevented by a case of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.

In the event of force majeure, the Party affected must notify the other Party in writing of the occurrence of such an event within a maximum of seven (7) calendar days. The obligations of the Party affected shall be suspended from the point of notification. The Party affected must use its best endeavours to minimise the consequences of the event. 

Once the incident of force majeure is over, the obligations suspended shall resume for the period remaining on the date of the suspension. 

Nonetheless, if the case of force majeure continues for more than thirty (30) consecutive days, either of the Parties may terminate the Contract as of right, by registered letter with confirmation of receipt. It is agreed that, since compliance with obligations intended to survive beyond the Contract is required, neither Party may demand any compensation from the other whatsoever.

19. MISCELLANEOUS

19.1 Rights and permissions, independence and professional activities: each of the Parties warrants that it has the necessary skills, authority, rights and permissions to enter into the Contract and fulfil the obligations contained therein. The Parties are independent co-contractors. The Contract does not create any employee/employer relationship, partnership, franchise or joint venture between the Parties. Moreover, the Subscriber and the professional Free Plan User acknowledge that they are subscribing to the Services in the context of their professional activities and that as a consequence, the contractual relationship is governed by the French Commercial Code. The Subscriber and the professional Free Plan User acknowledge that they are not classed as a non-professional or consumer entitling them to benefit from the provisions of the French Consumer Code. Moreover, the Subscriber warrants that each User acts in the context of its professional activities.

As for the Individual, they acknowledge that they act exclusively in the context of their private or household activities. 

Each User represents and warrants that they are: (a) of legal age (18 years of age or older or otherwise of legal age in their resident jurisdiction) and (b) competent to agree to these TUS. 

The Individual represents that their resident jurisdiction is located in an Authorised Country. 

19.2 Amendment: Yousign reserves the right to amend the Contract at any time, in particular to take account of changes to the Services or to statutory and/or regulatory changes, subject to a notice period of thirty (30) days from the notification of the change. 

Where Yousign is obliged to comply with a statutory or regulatory obligation requiring it to amend the Contract and is unable to comply with the notice period or where Yousign, on an exceptional basis, must amend the Contract to address an unforeseen and imminent threat (for example, in the event of fraud, malware, data breach, cybersecurity risks, etc.), the Parties agree that the notice period shall not apply.

The Subscriber and/or User acknowledge and accept that the valid version of the Yousign TUS are those available online when they access the Services and each time they use them.

19.3 Agreement on evidence: Unless otherwise stipulated in the Contract, electronic records kept in the IT systems of each Party will be accepted as evidence of the communications between them, on condition that the Party from which they came can be identified and that they were produced and maintained in conditions that guarantee their integrity. The Parties acknowledge that any document signed electronically is valid evidence of the content of said document, the identity of the signatory and their consent to the obligations and consequences, both in fact and in law, arising from said electronically signed document. The termination of the Contract shall not affect the evidential value of documents that were electronically signed before the date of the termination. The Subscriber and/or the User expressly accept that the data collected on the Platform constitute valid evidence of the reality of the transactions completed under the Contract, notably for calculating the sums due to Yousign.

19.4 Waiver and partial nullity: The fact of not invoking one or more of the stipulations of the TUS cannot under any circumstances imply an abandonment of the right to invoke it subsequently. Moreover, should any of the stipulations of the TUS prove inapplicable, the Parties will remain bound by the other clauses of the TUS and will use their best endeavours to replace said stipulations in accordance with the spirit of the initial drawing up of the Contract.

19.5 Hardship : The Subscriber is informed that Yousign may request renegotiation of the Contract if a change in circumstances unforeseeable at the time of the conclusion of the Contract makes its performance excessively onerous for Yousign who had not agreed to assume that risk. 

Without agreement between the Parties within thirty (30) days following the request of renegotiation, the Contract may be automatically terminated.

19.6 Minimum recommended configuration: The Subscriber and/or User undertakes to keep their Infrastructure up to date in order to make optimal use of the Services and the Platform, the minimum configuration for which can be found here. Said configuration may change for technical and security reasons and the Subscriber and/or User will be informed. 

19.7 Beta version: Yousign may, in the context of creating or improving the Services, offer Users the opportunity to test new Services in beta mode for evaluation purposes. The User accepts these Services “as is”, with no guarantee of any kind. Yousign cannot be held responsible for problems encountered when Users use the Services in beta mode. The testing may be interrupted at any time and Yousign may, if necessary, delete all the data collected without incurring any liability.

19.8 Trial period: The trial period for the Services is free and subject to the terms of the Contract and lasts for the period of time indicated on the Website. The Services which can be used during the trial period may not include all the functionalities of the paid Services. The Subscriber/Individual that did not convert on a paid plan after the trial period accepts to be migrated to the Free Plan unless the Subscriber/Individual informs Yousign that they want to terminate the Contract.

19.9 Technical support, complaints handling and assistance: Yousign provides the Subscriber and Users with a Help Centre where they can access Yousign’s FAQs and complete a contact form.

19.10 Preventing fraud and corruption: Each Party undertakes (i) not to engage in fraud or corruption of any kind whatsoever in relation to the performance of the Contract; (ii) to take all reasonable steps to ensure that, where applicable, its directors, employees or third parties under its authority comply with this obligation; (iii) to inform the other Party immediately of any conflict of interest or event that could result in it obtaining an undue advantage in its relationship with Yousign.

19.11 Interpretation: Words in the singular include the plural and vice versa. Any reference to a standard, regulation, code or any other document includes any amendment or update to the aforementioned documents. Any reference to a sum of money is understood as being denominated in euros (€). 

19.12 The following articles shall remain in effect between the Parties on termination of the Contract: Price – invoicing – payment methods; Intellectual property; Consequences of termination; Confidentiality; Yousign’s liability; Amicable settlement – applicable law and assignment of jurisdiction.

19.13 If a Subscriber or User expresses an opinion or makes a comment about the Services or the Platform, the Subscriber and/or User concerned hereby agree to grant to Yousign a worldwide, non-exclusive, perpetual, irrevocable, sub-licensable to use, store, transfer, display, perform, reproduce such opinions and comments free of charge. 

19.14 References: Yousign may, throughout the term of the Contract and for three (3) years after it ends, use the Subscriber’s and/or the Free Plan User’s trademark and logo free of charge, on any medium of its choice and for any promotional campaign or as a commercial reference, subject to (i) compliance with any style guide that may be associated with said logo previously supplied by the Subscriber, (ii) prior notification by any means. The Subscriber and/or the Free Plan User’s may request the removal of such references within a reasonable time scale at any time.

19.15 Consumer protection laws: nothing in these TUS will affect the rights of the Individual under applicable mandatory consumer protection laws. These TUS will be interpreted, construed, and enforced in all respects in compliance with applicable mandatory consumer protection laws.

20. AMICABLE SETTLEMENT – APPLICABLE LAW AND JURISDICTION

20.1 Amicable settlement 

The Parties shall strive to settle any disputes regarding the validity, interpretation, performance or non-performance, suspension or termination of the Contract amicably and in good faith, prior to any legal proceedings, and to share their points of view with each other by registered letter with confirmation of receipt, setting out the difficulties encountered and the requests they are making as a result. 

The Parties undertake to do their utmost to reach an amicable agreement within sixty (60) days from the notification mentioned above. 

No legal proceedings shall be admissible until the amicable settlement procedure for disputes outlined above has been completed, except to protect the Parties’ right of action or to avoid imminent harm.

20.2 Applicable law and jurisdiction for Subscribers

If the Contract is entered into between Yousign and a Subscriber or a professional Free Plan User, these TUS are subject to French law.  

If the Subscriber and Yousign are unable to reach an amicable settlement, any difficulties regarding the Contract shall be referred to the competent courts within the exclusive jurisdiction of the Paris Court of Appeal. Said assignment of jurisdiction shall also apply in the case of urgent proceedings, multiple defendants or third-party claims.

20.3 Applicable law and jurisdiction for Individuals

If the Contract is entered into between Yousign and an Individual, these TUS are subject to the law of the Individual’s resident jurisdiction.

The Individual must address any question or complaint to Yousign by submitting a request through the online help form, made accessible on their User Account.

In addition, the Individual has access to the online dispute resolution platform available here.

If the Individual and Yousign are unable to reach an amicable settlement, any difficulties regarding the Contract shall be referred to the competent courts of the Individual’s resident jurisdiction provided it is located in an Authorized Country. If the Individual’s resident jurisdiction is not located in an Authorized Country, the difficulties regarding the contract shall be referred to the competent courts within the exclusive jurisdiction of the Paris Court of Appeal.