Signer Terms

1.1 OctoDoc ("OctoDoc", "we", "us") is software. A Sender uses it to send you a File for signature. The File is the object that gets signed; the PDFs inside it are Documents; the fields you fill in are Marks; everyone attached to the File — those who sign and those on copy — are Parties. You are the Signer.

1.2 The Sender chose OctoDoc. You did not. These terms cover your use of the OctoDoc software only: the screens you read the Documents on and the controls you use to place Marks. They do not cover the agreement inside the File. Post-v1 Margin and read-link terms attach only if those capabilities are made available.

1.3 OctoDoc is not a party to the agreement you are being asked to sign. We do not draft it, negotiate it, approve it, review it on your behalf, or take a position on it. Our role is to run the software, to record how the signature came to be on the Document, and — once every required signature is on the File — to seal it and make the signed PDF available.

1.4 These terms are accepted by an affirmative act on the signer terms screen. OctoDoc will record that acceptance as an event separate from your agreement to transact electronically and separate from any statutorily required consumer disclosure. Those are three legally distinct consents and they will never be merged into a single control.

1.5 If you do not accept these terms, do not sign. Tell the Sender, who can send you the agreement by another route.

2.1 The Margin is the signer-facing feature of the OctoDoc software. Where it is made available on a File, it quotes the File back to you and cites the page it quoted from. It has not been made available to any signer yet.

2.2 The disclosure below is rendered above the Margin's input, before your first question, on every surface where the Margin can be opened. It is reproduced here verbatim:

> The Margin is software, not a lawyer. > > It quotes this file and cites the page it quoted. It gives no advice, it will not tell you whether to sign, and it is not a substitute for the advice of an attorney. Using it does not create an attorney-client relationship. > > Nothing it writes enters your signed file.

2.3 You agree that nothing the Margin outputs is legal advice, is a representation by OctoDoc or by the Sender about the meaning, effect or enforceability of the File, or creates any relationship of reliance. You agree not to rely on it in deciding whether to sign.

2.4 The Margin is built to refuse questions that call for a legal judgment — whether a clause is fair, whether it will hold up, what will happen if you breach it, whether you should sign. Where it refuses, it will name the clause that governs the question and stop there. A refusal is the designed behaviour, not a fault.

2.5 If the Margin gives you an answer you believe is wrong, tell us using the control beside the answer. OctoDoc's obligation to triage a flagged answer, and to notify the Senders of other Files served a substantively equivalent answer, attaches when the Margin is made available.

2.6 The Margin is not part of every File. A Sender may switch it off, and OctoDoc may switch it off for a File, an account or a jurisdiction.

2.7 If you want advice on what you are signing, ask a lawyer, or ask the Sender.

3.1 Two kinds of data are collected on a signing screen or a read link, and they are governed differently. This is a summary; the signer privacy notice is the operative document.

3.4 OctoDoc will write no telemetry before you have given an affirmative, versioned consent on a screen that describes what it covers, in plain language, at the same visual weight as the rest of the screen. Declining changes nothing about your ability to sign.

3.5 If your browser sends a Sec-GPC: 1 signal, OctoDoc will treat it as a standing refusal of all optional telemetry and will not ask you again.

3.6 As between OctoDoc and the Sender, the Sender instructs what is collected about the reading of its own Files and OctoDoc acts on those instructions. OctoDoc does not combine what it learns from your reading of one Sender's File with any other Sender's data.

3.7 Evidence about a sealed File, and the sealed File itself, are retained for the establishment, exercise and defence of legal claims, and cannot be deleted on request for as long as that basis holds. Everything in the telemetry row can be deleted on request. This is stated before collection, not after.

3.8 The signer privacy notice governs and is not restated here — what is collected, how long it is kept, who processes it, how to make an access, rectification or erasure request, and the response deadline OctoDoc commits to. OctoDoc will publish that notice and link it from the signature-request email, the read-link screen and the signing screen before any of those surfaces is made available to a signer. Where these terms and that notice disagree on a privacy question, the notice governs.

4.1 OctoDoc's identity methods run from a link alone up to a verified-identity tier that captures a government ID and a selfie for liveness. That capture produces a biometric identifier.

4.2 That tier has not shipped. No biometric identifier has been collected, captured or received through OctoDoc, and nothing in this section has anything to operate on until the tier is made available.

4.3 When it is made available, then before any capture and before any identity vendor's software loads on your screen, OctoDoc will give you written notice that a biometric identifier is being collected, state the specific purpose, state the length of term for which it will be collected and stored, and obtain your written release. An electronic signature is a written release for this purpose.

4.4 OctoDoc will publish a retention schedule and destruction guidelines before it possesses any biometric identifier. The schedule to be published is destruction on satisfaction of the purpose, or within three years of your last interaction with OctoDoc, whichever is first.

4.5 The same notice, release and destruction obligations will be imposed by contract on the identity vendor, and the published schedule will name which of OctoDoc and that vendor holds the identifier.

4.6 A Sender selects the identity method for its File. If you are unwilling to present a biometric, you may decline to sign and say so to the Sender. Where OctoDoc cannot lawfully offer the tier in your jurisdiction, it will not be offered there.

5.1 Every question about the agreement itself goes to the Sender: what it says, what it means, whether the names and amounts are right, whether the terms are acceptable, whether you should sign, and what happens after you do.

5.2 OctoDoc will not amend, correct, withdraw, cancel or interpret a File on your instruction. Only the Sender can do those things. If a File reached you in error, you may decline to sign, and you may state that you are not the right party so the Sender can route it elsewhere.

5.3 Signing does not make you a paying OctoDoc customer. Your signer account is free, you owe us nothing, and we charge you nothing.

5.4 If you and the Sender fall into dispute about the agreement, OctoDoc is not a party to it and takes no side. Where OctoDoc is lawfully required to produce its record of the signing, it will produce what that record contains, to whichever party is entitled to it.

5.5 OctoDoc will make the Documents downloadable and printable before signing and after signing, with no view-only mode. Once a File is sealed, OctoDoc will make the signed PDF available to your verified account, free, for the published v1 retention period. Keep your own copy because v1 does not promise permanent hosting or a proof file.

6.1 The OctoDoc software is provided to you as is and as available. To the fullest extent the law allows, OctoDoc disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement.

6.2 OctoDoc does not warrant that the software will be uninterrupted, timely, secure against every attack, or free of error.

6.3 OctoDoc warrants nothing about the agreement in the File. We do not warrant that it is enforceable, that it is suitable for you, that it says what you were told it says, or that signing it is in your interest. What OctoDoc stands behind is its own process and the record that process produces.

6.4 No advice or information you obtain from OctoDoc or from the Margin creates any warranty not stated here.

6.5 Some jurisdictions do not permit the exclusion of implied warranties or of certain consumer rights. Where that is so, the exclusions above apply only to the extent permitted, and nothing in these terms excludes or limits a warranty, right or remedy that cannot lawfully be excluded or limited.

7.1 You pay OctoDoc nothing, so a cap expressed as a multiple of fees paid would resolve to zero for you. It is not used. The operative figure for a Signer is US$1,000, and the higher tier below carries a fixed floor for the same reason.

7.2 OctoDoc's total aggregate liability to you, for all claims arising out of or relating to these terms or your use of the OctoDoc software, on any theory — contract, tort, statute or otherwise — is limited as set out below. The limits are per Signer and aggregate across all claims by that Signer.

7.5 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or anticipated savings, whether or not the possibility of such loss was known. This exclusion does not apply to the unlimited categories in the third row.

7.6 Nothing in this section limits any claim you have against the Sender or against any other party to the agreement, and nothing in it limits a right or remedy that cannot lawfully be limited under the law that applies to you.

8.1 These terms, and any dispute arising out of or relating to them or to your use of the OctoDoc software, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

8.2 The state and federal courts located in Delaware have exclusive jurisdiction and venue. Each party consents to personal jurisdiction there and waives any objection to that venue, including any argument of forum non conveniens.

8.3 There is no arbitration clause in these terms. Disputes go to court.

8.4 There is no class-action waiver in these terms. You are not asked to give up the right to bring, join or take part in a class, collective or representative action, and OctoDoc will not read any other provision as having that effect.

8.5 Any claim under these terms must be brought within one year of the date it arose, except where the applicable law does not permit that period to be shortened, in which case the statutory period applies.

8.6 If you are a consumer, nothing in this section deprives you of the protection of the mandatory provisions of the law of the country or state where you live, including any non-waivable right to bring proceedings in your local courts.

8.7 If any provision of these terms is held unenforceable, it is severed and the remainder continues in force. A failure to enforce a provision is not a waiver of it.

About the agreement itself — what it says, what it means, whether you should sign, or to ask for a change: contact the Sender. Their name and contact details are shown on the signing screen and in the email that carried the File to you.

About the OctoDoc software — a screen that will not load or a signed copy you cannot download: support@octodoc.org.

Privacy requests — access, rectification, erasure, or a question about what was recorded: use the address named in the signer privacy notice when that notice is published. Until then, support@octodoc.org reaches the same person.

Postal address and registered entity details will be published on this page when the operating entity is established, and these terms take effect on that date.