These terms of service ("Terms") apply to the use of the electronic service (”Service” or “Scrive eSign”) for signing documents by different parties (either as a private person or as representative of a legal person) (“Parties”) developed and provided to you (“You” or “User”) by Scrive AB (“Scrive”). The Terms are an agreement between you (“You” or “User”) and Scrive AB. By using, creating an account and/or by logging onto the Service (whether directly or indirectly), You accept and agree to the Terms. Scrive reserves the right to, without liability, at any time, amend, add or remove parts of these Terms. It is Your own responsibility to stay informed of any update of the Terms each time You use the Service. Your continued use of the Service after changes have been made in the Terms means that You accept and agree to those changes. You understand and agree that as a User of the Services You remain bound by and shall adhere to the Terms even though You may be contractually licensed to use the Services under any separate confirmed order or license agreement by and between the legal entity You represent (“Your Company") and Scrive AB.
1. User accounts
You are responsible for maintaining the confidentiality of, and protecting Your account information, including passwords. You are responsible for all activity on Your account. You shall immediately notify Scrive on suspicion of unauthorized use or attempted unauthorized use of Your account or Your code, or other security breach.
Account Terms: You agree that You will provide accurate, current and complete information about Yourself within any account information registered in the Services. You shall keep all your account information accurately updated by following the procedures provided by the Service. You may not use any automated device, program, algorithm, method, or any similar manual process, to access, acquire, copy, probe, load-test, index, manipulate, test or monitor any portion of the Service or any content, or to in any way reproduce or circumvent the Service's structure or presentation, or to attempt to obtain any materials, documents or information through any means other than the infrastructure created and/or made available by Scrive to that end. You agree that You will not perform any action that exposes the Service's infrastructure, or subject any systems or networks that are part of or affiliated with the Service, to an excessive burden. If You are subscribing to a “free account” within the Services, You agree to be required to log in to your account at least once every 12 months to be considered by Scrive to maintain a valid subscription to the Services. Scrive reserves the right to, without liability to You or Your Company, terminate Your “free account” and permanently delete all contents therein in case You fail to log in to Your account within such interval. Scrive nevertheless undertakes to, prior to such deletion, make at least two (2) good faith attempts to notify You of the pending termination via the contact details registered in Your account information.
User Content: You agree that You will not use the Service for illegal purposes. This includes disrupting the Service, disseminating content that violates privacy, copyright or proprietary right of any third-party, or using the Service for any purposes that are or may be perceived as illegal, obscene, abusive, libellous, threatening, vulgar or otherwise reprehensible. Scrive is not liable for the removal of any such content, or for any failure or delay in removing such content. Scrive has the right to, at any time, delete, reject and litigate against User and User content if Scrive deems it to violate the Terms or otherwise violate any applicable laws and regulations. You are fully responsible for the contents of Your account and any transactions made with Your account through the Service.
Normal usage: Restrictions for normal use apply as per the price plans published on www.scrive.com, except in the event You/Your company has a separate valid license agreement with Scrive - or with an authorized reseller of the Services (“Reseller”) - which includes price plans with other conditions about normal use. Fees for exceeding use (if any) are charged monthly in accordance with the applicable price plan.
Suspension of Service or termination: You agree that Scrive at any time, without notice, may freeze Your account in the Service or otherwise stop Your access to the Service for (1) alleged breach of the Terms, (2) our attempts to address safety in the software or to protect the contents, (3) modification of the Service, (4) unexpected operational interruptions or problems, (5) delayed payment, (6) malicious breach of any applicable limits of normal usage (7) explicit action requested from any legal authority or other government authorities. You agree that Scrive also is entitled to, with a week's notice, terminate Your account for (1) clear violations of the Terms, or (2) explicit action request from any legal authority or other government authorities. Scrive will not be liable to You or any third-party due to your account in the Service being frozen or terminated in accordance herewith.
2. Data Management
Sharing data: Scrive has the right to communicate with You, and also directly or indirectly with the invited Parties, regarding the documents to be signed via the Services. Scrive has the right to share with the Parties the Information that is reasonably needed for the Parties to be able to (1) review the document, (2) examine the identities of the signing Parties and, (3) to know whether the document is signed or not signed and understand the circumstances surrounding the events.
Data storage: Whenever You initiate a signing process in the Service this constitutes an “errand”, irrespective of whether the document in question is subsequently signed by all Parties thereto or not. All Information is stored per errand with at least one backup per errand assuming it is available when the daily backups are performed. All invited Parties, paying or non-paying, get equal opportunity to access the errand via separated access to the Services. Errands containing documents that have been signed through the Service by all Parties are retained within the Parties’ respective accounts within the Services until deleted therefrom by the respective Party through any of the means available via the Services. Errands containing documents that have not been signed by all invited Parties are retained until the initiating Party deletes the document, or as configured within the Services. When a Party that had access has deleted an errand from their own account in the Services, Scrive may retain a backup of the errand on separate encrypted back-up servers in accordance with Scrive’s back-up and retention policy - i.e. currently for six (6) months - where after the backup of the errand is permanently deleted also from the back-up servers. When all Parties that had access have deleted an errand, and Scrive has permanently deleted any back-up copy of the errand as per the above, Scrive will retain in its transaction log; the document id (unique transaction number) and the date & time for sealing of the document.
Data integrity: In order to generate legally and administrative or statistically useful materials for the Parties the Service may process the Information automatically. The Service must for example, to be able to generate the electronic original as the final product after all Parties have signed, be able to print extracts of logs, the Scrive seal and the Parties’ personal information in the documents footer, verification page and extra evidence attachments and thereafter stamp the document with a digital signature. The Information may be used by Scrive in anonymous form for statistical analysis and in order to promote or develop the Service. The Parties’ documents are not available to Scrive employees for manual handling unless either Party has requested or given their explicit consent of such handling and the document or documents as a result of such request have been made available by specially authorised staff at Scrive.
3. Signed documents
The following provisions apply to documents signed through the Service.
Scrive is never a Party: As part of the Service Scrive stamps documents signed by all Parties with a special Scrive seal and a digital signature confirming that Scrive has witnessed the transaction. The purpose of Scrive witnessing the transaction is to strengthen the document evidence. By this procedure Scrive is never considered to be a signatory of the document and Scrive shall have no liability whatsoever regarding the validity, content or enforcement of the document. Scrive can only be bound by the contents of a document if a registered or authorized signatory by a registered user of the Service in its own name and on behalf of Scrive signs a document through the Service.
The Parties' obligations: Once all Parties have signed a document through the Service, and document completion has been confirmed by the Service, the Parties accrue the rights and obligations in accordance with the agreements in the document. Scrive will never be responsible or obliged to monitor or intervene, should the signatories not abide by their obligations in any such agreements or improperly exercise their rights as agreed in the signed document.
Disputes between Parties: If any disagreement arises between the Parties regarding a document that was completed through the Service, Scrive will have no liability or obligation with respect to this conflict except to, through the Scrive's usual customer support, help the Parties to find and manage the Information available through the Service.
Document's legal effect: All statements made by Scrive regarding the validity of documents signed electronically are not intended to be, and should not be interpreted as, legal advice. Scrive disclaims any responsibility to ensure that the documents completed through the Service are valid or enforceable under the laws of a particular country, state or other jurisdiction. If You wish to review the validity or enforceability of any documents You plan to sign or have signed through the Service, You should consult with appropriate legal expertise.
Document's integrity: The integrity of a document completed through the Service can be verified using different methods. The intended order for verifying the integrity of a document, including its appended “Evidence Package” is:
(i) Scrive provides the primary method for verifying the integrity of a document at https://www.scrive.com/verify. Through this URL the document owner can upload the document and get an automated validation of the document integrity. This method does not require any technical knowledge to be useful.
(ii) Scrive’s “Digital Signature Documentation” can be used to mathematically verify the document integrity. This method, as briefly described below, does require technical knowledge to be useful.
The Digital Signature Documentation, which is attached to each document completed through the Service, contains an algorithm for how to prove the document’s integrity mathematically. The document integrity can be tested mathematically with the help of a) the Digital Signature Documentation, b) a code published in the Financial Times after the date the document was signed by the Parties and sealed with a blockchain based digital signature that has been applied to the document after the date of publishing the code in the Financial Times. The purpose of the Digital Signature Documentation is to explain how the integrity of the document, including the Evidence Package, can be verified independently of Scrive or any other third party. Note that the Digital Signature Documentation is not intended as the primary method for proving the document’s integrity. The use of the Digital Signature Documentation is intended as a last resort should all other methods of verifying the integrity have failed.
Authentication methods: The Service enables You to use different authentication methods to verify the identity of a Party to a document and the Service will apply only the authentication method(s) as selected by You. Scrive makes no representations or warranties as to the suitability or necessity of the use of any such authentication method. Moreover, Scrive shall not be liable for the failure or inability of any Party to comply with the selected authentication method, nor for the circumvention of any authentication method by any individual.
4. Our communication with You
When You open an account in the Services, Scrive may contact you through the Service or through a representative, via Your phone or email in order to give you updates on our products or Services or other materials Scrive deems may be interesting to you. If You do not wish to receive our mailings via email, please send an email to firstname.lastname@example.org. Please note that Scrive will still need to communicate with You via email about Your transactions and other account related issues, and that these emails will not be eliminated by the above procedure as these communications are a part of the Service provided.
5. Proprietary Rights
You acknowledge and agree that (i) Scrive, and licensors to Scrive, own all property rights to the Service and all interests therein, including intellectual property rights contained in the Service (whether those rights are registered or not, and wherever in the World those rights may exist); (ii) You may not decompile, disassemble, or reverse engineer the Service, nor alter or duplicate any aspect of the Service except as explicitly permitted by Scrive; and (iii) unless otherwise agreed in writing with Scrive nothing in the Terms gives You the right to use any of the Scrive trade names, trademarks, logos, domain names or other distinguishing marks. Scrive acknowledges and agrees that Scrive under these conditions obtains no right, title or interest from You (or Your licensors) in or to any content You submit, post, transmit or display on or through the Service, including intellectual property rights which may subsist in that content.
No legal advice: It is Your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, documents, contracts, or other content available through the Service. No part of the Service shall be regarded as legal advice. Neither Scrive nor its licensors and affiliates shall be liable for any errors or omissions in the content, or for the consequences of actions based on reliance on any content.
7. Use via Reseller (sub-licensed use)
The Terms shall apply equally and without limitation in the event that You/Your Company have been granted a sublicensed right to use the Services under a separate agreement with a Reseller. In such event the Reseller shall be deemed to replace Scrive AB as the contractual counterpart wherever the context so requires. For the avoidance of any doubt; in the event that You/Your Company uses the Services via a Reseller, Scrive AB’s role is delimited to being the licensor of the Services to Reseller, and Scrive AB shall never be deemed to have any contractual relationship with, nor liabilities to, You/Your Company on the basis of the Terms. N.b. with regards to the processing of personal data, Scrive AB is in this context a sub-processor of the Reseller.
8. General contractual conditions
The conditions of this section of the Terms shall apply as an integrated part of Your/Your Company’s license agreement with Scrive AB unless and to the extent that; (i) Your Company’s separate valid license agreement with Scrive AB includes conditions addressing substantially the same subject matters as covered in this section, in which case such other conditions of the License Agreement shall prevail; or, alternatively (ii) Your Company has a valid sublicensing agreement with a Reseller that includes conditions addressing substantially the same subject matters as covered in this section, in which case the conditions of such separate agreement shall prevail.
Costs and payment: Individuals with a valid “free account” can use the Service free of charge for up to three (3) sent documents per calendar month. Organisations (legal entities) can use the Service according to existing price plans published on www.scrive.com, or according to customized pricing as contracted with Scrive or a Reseller. Scrive invoices are due 30 days after invoice date. Any overdue and undisputed payments shall carry an interest in accordance with the Swedish Interest Act. Payment reminders may be charged a late payment fee of 7.5 EUR.
Publicity: Unless otherwise explicitly agreed in writing Scrive AB shall have the right to disclose and publish that the legal person You represent is a customer of Scrive AB. Further marketing or public relations activities shall be agreed in good faith.
Confidentiality: You and Scrive AB each undertake to treat as “Confidential Information” as and when disclosed to the other party; all of the other party’s information, technical and business data or know-how which is designated in writing, or identified orally as confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be, confidential and/or proprietary information. Confidential Information does however not include information that: (i) was in or enters the public domain through no fault of the receiving party; (ii) is communicated by a third party to the receiving party free of any obligation of confidentiality; (iii) has been independently developed by the receiving party without reference to any Confidential Information of the disclosing party; or (iv) was in the receiving party’s lawful possession prior to disclosure and had not been obtained either directly or indirectly from the disclosing party. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s confidential information for any purpose other than as required to perform under the agreement.
General limitation of liability: You agree to hold Scrive and its parent companies, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors and employees free from any claim or demand, including all attorneys' fees, from You for any direct, indirect, random, special, following or specific injury, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Scrive has been notified of this option), and including injuries resulting from: (i) documents submitted to the Service where Scrive has not been a direct party (signatory) to such document, (ii) the use or inability to use, including errors/mistakes, interruptions or delays; unauthorized access to or alteration of Your documents or transactions or (iii) any other issue relating to the Service. Scrive's maximum aggregate liability for losses or damages suffered in respect of all claims arising in connection with the agreement shall not exceed the sum of Your/Your Company’s total payments for the use of the Service within the last 12-months period.
Severability and non-waiver: If any provision of the agreement is held to be legally invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Failure by either party to enforce any provision of the agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right unless express and in writing. No waiver shall be interpreted as setting a precedent.
Assignment: Neither party shall transfer, assign or sublicense its rights under the agreement to any other third party, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, a party may assign the agreement in connection with its merger, reorganization, or sale of substantially all of its assets or capital stock.
Force majeure: Neither party shall be liable to the other for any delay or non-performance of its obligations under the agreement to the extent that such delay or non-performance arises directly from any cause or causes beyond its reasonable control and which the party could not reasonably be expected to have anticipated and the consequences of which the party could not have reasonably avoided or surmounted (a “Force Majeure Event”). Nevertheless, in the event that a Force Majeure Event continues for more than one (1) month, the non-affected party shall be entitled to terminate the agreement without any further liability to the affected party. The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.
Governing law & dispute resolution: The agreement shall be construed in accordance with and be governed by the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Expedited Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English. All awards may, if necessary, be enforced by any court having jurisdiction in the same manner as a judgement in such court. All arbitral proceedings shall be strictly confidential and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.
This English version of these Terms shall be deemed as the original version and thus have precedence over any versions hereof in other languages.