Name change. Senots Sign is now named one2sign, provided at one2sign.com and related one2sign subdomains. References to "Senots Sign" in Orders, invoices, emails, Evidence Records, Certificates of Signature and other records made before this change mean one2sign. The provider (DDR Solutions Inc.), the Services and the rest of this document are otherwise unchanged. Certificates issued before October 30, 2026 are titled “Certificate of Completion”; they are the same record this document calls the Certificate of Signature.
Published October 2026 and updated for the one2sign name. These Terms apply from the effective date above.
These Terms of Service (the "Terms") are a binding agreement between DDR Solutions Inc., a corporation incorporated under the laws of Ontario (Ontario corporation number 1901853), with its registered office at 120 Adelaide St W, Suite 2500, Toronto, ON M5H 3V1 ("DDR", "we", "us" or "our"), and the business or organization that creates an Account or signs an Order ("Customer" or "you").
Please read these Terms carefully. By clicking to accept them, creating an Account, signing an Order or using the Services, you agree to them. If you accept on behalf of a business, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Services.
The Services are for businesses. You may not use the Services as a consumer for personal, family or household purposes. Section 4.6 explains how we treat consumer-protection laws.
1. Definitions
Capitalized terms have the meanings below. The same meanings apply in every document listed in Section 2.
- "Account" means the company account through which Customer accesses the Services.
- "Admin" means an Authorized User to whom Customer has given the admin role in the Account. "Owner" means an Authorized User with the owner role.
- "Agreement" means these Terms, each Order and the documents incorporated by Section 2.
- "Account Data" means information DDR collects to set up, manage, bill and support the Account and its relationship with Customer, such as Authorized Users' names and email addresses, billing contacts, plan and payment status, invoices, and support messages. Account Data is not Customer Data.
- "Authorized User" means an individual whom Customer allows to use the Services under its Account, such as an employee or contractor.
- "Customer Data" means all data, files and content that Customer, its Authorized Users or its Recipients submit to, store in or create with the Services, including Documents, business records, HR and payroll records, and Evidence Records. Customer Data includes Customer Personal Data. It does not include Account Data or Service Data.
- "Customer Personal Data" means Personal Information contained in Customer Data.
- "Document" means a file Customer sends, or makes available, through one2sign or the electronic-acceptance features of the Senots Suite for a Recipient to sign, approve, fill in or receive.
- "Documentation" means the help content, plan descriptions and in-product explanations DDR makes available for the Services, as updated from time to time.
- "DPA" means the DDR Data Processing Agreement (Data Processing Agreement — one2sign and Senots).
- "E-Signature Terms" means the one2sign Service Terms (one2sign Service Terms (E-Signature Terms)).
- "Evidence Record" means the audit trail, Certificate of Signature and verification code that one2sign creates for a Document, as described in the E-Signature Terms.
- "Fees" means the amounts payable for the Services under an Order or the Plan Customer selects.
- "Order" means (a) a plan selection and checkout completed in the Services, or (b) an order form or statement of work signed by DDR and Customer that refers to these Terms.
- "Personal Information" means information about an identifiable individual, and includes "personal data" and "personal information" as defined in applicable Data Protection Laws.
- "Data Protection Laws" means all privacy and data-protection laws that apply to a party's processing of Personal Information under the Agreement, including those listed in the DPA.
- "Plan" means a subscription plan for the Services, such as the one2sign Pro or Business plan, or a Senots Suite plan stated in an Order. A "Paid Plan" is any Plan with Fees. The "Free Plan" (or "Legacy Free Plan") is the one2sign plan without Fees that DDR no longer offers to new customers and grants only as described in Section 4.2 (including that sending to collect others' signatures is not included).
- "Preview Features" means features, apps or services that DDR labels as preview, beta, early access, pilot, evaluation or similar, and any Services provided during a private preview.
- "Recipient" means any person to whom a Document is sent or made available through the Services, including signers, approvers, people who receive a copy, and people who sign in person. Recipients may be individuals or businesses and do not need an Account.
- "Service Data" means technical, usage, diagnostic and security information DDR generates about the operation of the Services (for example request logs, rate-limit counters, job records and aggregated usage counts). Service Data does not include the content of Customer Data.
- "Services" means the online services provided by DDR, including (a) the Senots Suite, a business software suite with apps such as CRM, quotes, invoices, projects, time, HR, payroll, IT, accounting, expenses, purchase, e-signature and PDF editing; and (b) one2sign (formerly Senots Sign), DDR's standalone electronic-signature service provided at one2sign.com and related one2sign subdomains; together with their websites, applications, APIs and Documentation. Services do not include Third-Party Services.
- "Subscription Term" means the period for which Customer has subscribed to a Paid Plan, including renewals.
- "Subprocessor" has the meaning given in the DPA.
- "Third-Party Services" means products, services, networks or content not provided by DDR, such as Customer's own payment-processor account, Google or Microsoft sign-in, and email systems of Recipients.
- "Trial" means free access to a Paid Plan for a limited time, where offered, as described in Section 4.3.
2. The Agreement and order of precedence
2.1 Documents that form the Agreement. The Agreement consists of:
- these Terms;
- each Order;
- the Data Processing Agreement and its annexes, including the Subprocessor list and the Security Overview;
- the E-Signature Terms, which apply when Customer uses one2sign or any electronic-signature or electronic-acceptance feature of the Senots Suite;
- the Acceptable Use Policy;
- the Billing and Refund Policy;
- the Service Level and Support Policy; and
- the Copyright and IP Policy.
The Privacy Policy and the Cookie Notice explain how DDR handles Personal Information as a controller. They are notices, not contract terms, except where the Agreement says otherwise.
2.2 Order of precedence. If documents conflict, the following order applies, from highest to lowest:
- the DPA, but only for the processing of Customer Personal Data;
- a signed Order, but only for the specific provision the Order expressly states it overrides;
- the E-Signature Terms, for one2sign and electronic-signature features;
- these Terms;
- the other documents listed in Section 2.1.
A purchase order, vendor form or similar document from Customer does not change the Agreement, even if DDR accepts or signs it.
2.3 Language. See Section 21.11.
3. Accounts and Authorized Users
3.1 Account. Customer must give accurate, complete information when creating the Account and keep it current. Each Account must have at least one Owner.
3.2 Authorized Users. Customer controls who may use its Account and what each Authorized User can see and do, using the role and per-app access settings in the Services. Customer is responsible for its Authorized Users' acts and omissions as if they were its own, and for ensuring that they comply with the Agreement.
3.3 Sign-in. The Services do not use passwords. Authorized Users sign in with a one-time code or link sent by email, or with a supported Google or Microsoft account. Customer must make sure that Authorized Users keep their email accounts and sign-in methods secure, and must tell us promptly at hello@one2sign.com if it believes an Account has been accessed without permission.
3.4 Eligibility. Authorized Users must be at least the age of majority in their place of residence. The Services are not directed to children.
3.5 One Customer per Account. An Account belongs to the business named in it. If an individual created the Account using a business email address, the business that controls that email domain may ask us to recognize it as the Customer, subject to reasonable verification.
4. Plans, Trials, Fees and payment
4.1 Plans. The Plans, their features and their limits are described in the Services and the Documentation and in the Billing and Refund Policy. Senots Suite Plans and any professional services, such as implementation, data migration and training, are described in an Order.
4.2 Legacy Free Plan. DDR no longer offers a free Plan to new customers. one2sign Accounts that were on the Free Plan when DDR stopped offering it, and Accounts to which DDR grants it at its discretion, have the Free Plan at no charge with the limits shown in the Services. Those limits are currently: upload, sign Documents yourself, download and store signed copies, and sign or approve Documents that others send to the Account; sending Documents to collect signatures from others is not included (sending and collecting signatures: zero — Customer must choose a Paid Plan to send). One Authorized User; one2sign look (no custom logo or colour). Only DDR can grant the Free Plan. An Account on the Free Plan cannot start a Trial itself, although DDR may offer one. If an Account on the Free Plan subscribes to a Paid Plan and that Paid Plan later ends, the Account becomes read-only under Section 4.9 and does not return to the Free Plan. DDR may change or end the Free Plan on at least 30 days' notice; if it ends, the Account becomes read-only under Section 4.9. Sections 13.3 (indemnity by DDR) and 16.4 (service levels) do not apply to the Free Plan.
4.3 Trials. DDR may offer a Trial. A new one2sign Account currently receives a 30-day Trial of the Business Plan with no payment card required, where one2sign is offered. one2sign, including Accounts and Trials, is not offered to businesses in Quebec or Mexico (Billing and Refund Policy, Section 1). If a company's country is changed to Mexico during a Trial, or DDR otherwise finds that a company on a Trial is in Mexico, DDR ends the Trial (Billing and Refund Policy, Section 10); the Account then becomes read-only under Section 4.9, does not move to the Free Plan, and cannot subscribe to a Paid Plan while one2sign is not offered in Mexico. Each company may use one Trial, and DDR may refuse or end a Trial that it reasonably believes is a repeat Trial for the same business or is being used to get around sending limits. Nothing is charged when a Trial ends. When a Trial ends and Customer has not chosen a Paid Plan, the Account becomes read-only under Section 4.9. Customer Data is not deleted because a Trial ends. If Customer subscribes during a Trial with more than two days left, billing starts when the Trial would have ended. Trials are provided "as is" under Section 14.3.
4.4 Fees and payment. Customer will pay the Fees in the currency and at the intervals stated in the Order or Plan. Subscription Fees for one2sign are charged per Authorized User, in advance, monthly or yearly, through DDR's payment processor, Stripe. Customer authorizes DDR, through Stripe, to charge the payment method on file for all Fees when due, including on each renewal. Fees under a signed Order are payable within 30 days of the invoice date unless the Order says otherwise. Except as stated in the Agreement or required by law, Fees are non-refundable and non-cancellable. The Billing and Refund Policy sets out how seats, upgrades, downgrades, failed payments and refunds work.
4.5 Taxes. Except for prices in Colombian pesos, which are final prices to which nothing is added at checkout, as described in the Billing and Refund Policy (Section 10), Fees do not include taxes. Customer will pay all sales, use, goods and services, harmonized, value-added and similar taxes and duties that apply to the Services, including GST/HST and provincial sales taxes in Canada and state and local sales taxes in the United States, except taxes on DDR's net income. Where DDR is not registered to collect a tax, Customer will self-assess and pay it where the law requires; for example, a Colombian business that is responsible for IVA self-assesses any IVA under its own rules. DDR will show taxes separately on its invoices where the law requires. If Customer is required by law to withhold or deduct any tax from a payment to DDR, it will gross up its payment so that DDR receives the full amount of the Fees. This applies to all Fees, including prices in Colombian pesos: "nothing is added at checkout" describes the price charged at checkout, and a gross-up arises only where a law requires Customer to withhold or deduct tax from its payment. DDR's GST/HST registration number is 850129776 RT0001. DDR is not registered for QST (Quebec is not served).
4.6 Consumer-protection laws. The Services are sold to businesses only. Consumer-protection laws, such as Ontario's Consumer Protection Act, Quebec's Consumer Protection Act and US state automatic-renewal laws, generally do not apply to business purchases. If such a law applies to Customer despite this, the Agreement is to be read so as to give Customer the rights that law requires, and nothing in the Agreement limits those rights.
4.7 Late payment. If an undisputed amount is unpaid 15 days after DDR gives notice that it is overdue, DDR may suspend Paid Plan features under Section 10 or end the subscription, after which a one2sign Account becomes read-only under Section 4.9. DDR may charge interest on overdue amounts under a signed Order at 1% a month (12.68% a year) or the highest rate permitted by law, whichever is lower.
4.8 Price changes. DDR may change its prices. A price change applies from Customer's next renewal after DDR gives at least 30 days' notice. If Customer does not agree, it may cancel before the renewal under Section 5.2.
4.9 Read-only access after a Trial or Paid Plan ends. This Section applies to a one2sign Account when a Trial ends or is ended without a Paid Plan (including under Section 4.3 for a company in Mexico), when a Paid Plan ends after cancellation or failed payment, or when DDR ends the Free Plan for it.
- (a) What stays available. Authorized Users can still sign in; list, open and download Documents, signed copies, Certificates of Signature and audit trails; use the exports available to Owners and Admins; and sign or approve Documents that others send them. Recipients can still complete Documents the Account sent before it became read-only.
- (b) What stops. Sending new Documents (including from templates and by bulk send), sending reminders, creating new public shared links, inviting Authorized Users, and the features of Paid Plans. Pending invitations to join the Account are withdrawn.
- (c) No charge. DDR does not charge a read-only Account, and nothing is charged because a Trial ends.
- (d) How long Customer Data is kept. Customer Data is not deleted because the Account becomes read-only. It is kept while the Account is read-only and has not been closed. DDR may close an Account that has been inactive for more than 12 months by giving 30 days' notice under Section 11.2; Sections 11.4 and 11.5 then apply. Customer's retention setting and its own deletions continue to apply (E-Signature Terms, Section 9).
- (e) Export and deletion. Customer can download its Customer Data at any time while the Account is read-only. An Owner can delete Documents in the Services, or ask DDR to close the Account and delete Customer Data under Sections 5.4, 11.4 and 11.5.
- (f) Restoring sending. Choosing a Paid Plan in Admin → Plans and billing restores sending from the start of the new subscription, where Paid Plans are available to Customer (they are not available to companies in Mexico while one2sign is not offered there).
4.10 Referral program. DDR may offer a voluntary referral program. Participation is subject to the program rules published in the Services and the Billing and Refund Policy. Customer must not use referral tools to send unlawful commercial electronic messages. Customer must not offer or request reviews, ratings or testimonials in exchange for referral credit or any other incentive from DDR. DDR may withhold credit and disable referral codes for abuse.
5. Term, renewal and cancellation
5.1 Term. The Agreement starts when Customer first accepts it and continues until all Subscription Terms have ended and the Account is closed.
5.2 Automatic renewal. Each Subscription Term renews automatically for a period of the same length (monthly or yearly) at the then-current price, unless Customer cancels before the end of the current period. Customer can cancel at any time from Admin → Plans and billing (Manage billing) or by writing to hello@one2sign.com. Cancellation takes effect at the end of the current period. Customer keeps Paid Plan features until then. A one2sign Account then becomes read-only under Section 4.9; a Senots Suite subscription ends (unless an Order says otherwise). For yearly Plans, DDR will send a reminder to the Account's billing email at least 15 and no more than 45 days before the renewal date.
5.3 Orders with a fixed term. A signed Order may set a fixed term and its own renewal terms. Those terms apply to that Order.
5.4 Closing the Account. An Owner may ask DDR to close the Account at any time by writing to hello@one2sign.com from the Owner's email address. Closing the Account does not entitle Customer to a refund, except as the Billing and Refund Policy provides.
6. Acceptable use
6.1 Customer will use the Services, and make sure its Authorized Users use them, only in compliance with the Agreement, the Acceptable Use Policy and applicable law.
6.2 Customer will not, and will not allow anyone to: (a) resell, sublicense or provide the Services to third parties as a service bureau, except to Recipients as the Services are designed; (b) copy, modify or create derivative works of the Services; (c) reverse engineer or try to obtain the source code of the Services, except to the extent the law allows despite this restriction; (d) access the Services to build a competing product; (e) bypass or test the security, plan limits or sending limits of the Services, except under a written agreement with DDR; or (f) use the Services in breach of export-control or sanctions laws (Section 21.9).
7. Customer Data
7.1 Ownership. As between the parties, Customer owns all Customer Data. DDR claims no ownership of it.
7.2 Licence to DDR. Customer grants DDR and its Subprocessors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and adapt Customer Data only as needed to provide, secure and support the Services, to prevent abuse, and to comply with law, in each case under the Agreement and the DPA. DDR does not sell Customer Data, does not use it for advertising, and does not use it to train artificial-intelligence models.
7.3 Customer's responsibilities. Customer is responsible for Customer Data, including its accuracy, quality and legality, and for having every notice, consent and other legal basis needed for DDR to process it under the Agreement. This includes Personal Information about employees, contractors, customers, Recipients and dependants. Customer will not store in the Services payment-card numbers, government health-card numbers or similar data the Services are not designed to protect, except in fields the Documentation describes as intended for it.
7.4 Sensitive information. The Senots Suite can hold employee records, compensation, payroll, benefits elections and dependants' details, home addresses, emergency contacts, headshots, and files Recipients attach to Documents (which may include identity documents or cheques). Customer decides whether to collect this information, must limit it to what it needs, and must configure access settings so that only the right Authorized Users can see it. The Services do not include fields for Social Insurance Numbers or bank-account numbers. If Customer chooses to put such numbers in free-text fields or files, it does so at its own risk and remains responsible for doing so lawfully.
7.5 Service Data and aggregated information. DDR may use Service Data to operate, secure, support and improve the Services and for billing and compliance. DDR may create and use aggregated or de-identified information derived from use of the Services, provided it does not identify Customer, any Authorized User or any Recipient, and DDR does not try to re-identify it.
7.6 Personal Information. The DPA governs DDR's processing of Customer Personal Data. DDR acts as Customer's processor or service provider for Customer Personal Data and as a controller (or "organization in control") for Account Data and Service Data, as the Privacy Policy explains.
8. Security and support access
8.1 Security. DDR will maintain the administrative, technical and physical safeguards described in the Security Overview and Annex 2 of the DPA. DDR may update those safeguards, but will not materially lower the overall protection of Customer Data during a Subscription Term.
8.2 Customer's security. Customer is responsible for configuring roles, per-app access, export permissions, retention settings and access codes appropriately; for the security of its own devices, networks and email accounts; and for how Authorized Users share Documents and links.
8.3 Support access only with consent. DDR personnel do not view Customer Data inside an Account unless an Owner or Admin grants support access in the Services (a "Support Access Grant"). A Support Access Grant lasts from 1 to 72 hours, as the Owner or Admin chooses, and can be withdrawn at any time. Each support session lasts at most 30 minutes within the granted window. A banner shows in the Account during a support session, and support actions are recorded in the Account's audit log. Without a Support Access Grant, DDR operators see only account-level information needed to run the Services, such as the company name, Plan, status and usage counts. This Section does not prevent DDR from accessing Customer Data without a Support Access Grant where required to comply with law (Section 9.3), to investigate a suspected breach of the Acceptable Use Policy or a security threat, or to restore the Services after a failure; DDR will limit any such access to what is necessary and will record it.
9. Confidentiality
9.1 Confidential Information means non-public information disclosed by one party ("Discloser") to the other ("Recipient Party") that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Services, their non-public features and pricing under a signed Order are DDR's Confidential Information. Information is not Confidential Information if it is or becomes public without breach, was known to the Recipient Party without restriction before receipt, is independently developed without use of the Confidential Information, or is rightfully received from a third party without a duty of confidence.
9.2 Obligations. The Recipient Party will use Confidential Information only to perform or exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisers and (for DDR) Subprocessors who need to know it and are bound by duties of confidence at least as protective as these.
9.3 Required disclosure. The Recipient Party may disclose Confidential Information when required by law or by a court or government order, if it gives the Discloser prompt notice (where legally allowed) and reasonable help, at the Discloser's expense, to seek a protective order. The DPA sets out additional rules for government requests for Customer Personal Data.
9.4 Duration. These obligations last during the Agreement and for five years after it ends, and for Customer Data and trade secrets, for as long as they remain confidential.
10. Suspension
10.1 DDR may suspend all or part of the Services for Customer, an Authorized User or a Document, or disable a signing link, if DDR reasonably believes that: (a) the use breaches the Acceptable Use Policy or Section 6; (b) the use poses a security risk to the Services or others, or could subject DDR to liability; (c) suspension is required by law or a court or government order; or (d) undisputed Fees are overdue as described in Section 4.7.
10.2 DDR will limit the suspension in scope and duration to what is reasonably necessary, will give notice before suspending where practical (and otherwise promptly after), and will restore access once the cause is resolved. Suspension under (a) to (c) does not relieve Customer of its obligation to pay Fees.
11. Termination and what happens to Customer Data
11.1 Termination for cause. Either party may terminate the Agreement, or an Order, by notice if the other party materially breaches it and does not cure the breach within 30 days after receiving notice describing it. DDR may terminate immediately by notice if Customer breaches the Acceptable Use Policy in a way that causes, or is likely to cause, serious harm, or if Customer becomes insolvent or subject to bankruptcy or similar proceedings, to the extent the law allows.
11.2 Termination for convenience. Customer may terminate at any time by cancelling under Section 5.2 or closing the Account under Section 5.4. DDR may end the Free Plan under Section 4.2, and may close an Account that has been inactive for more than 12 months, on 30 days' notice.
11.3 Effect of termination. When the Agreement or an Order ends: (a) Customer's right to use the affected Services ends; (b) Customer will pay all Fees accrued to the date of termination; and (c) if Customer terminates for DDR's uncured material breach, DDR will refund any prepaid Fees for the remainder of the Subscription Term after termination.
11.4 Export. For 30 days after the Account closes (the "Export Period"), Customer may ask DDR for read-only access to download Customer Data using the export features then available in the Services. These include downloading signed Documents with their Certificates of Signature, and the CSV and other exports available to Owners and Admins. On request made during the Export Period, DDR will also provide a reasonable export of the remaining Customer Data in a commonly used, machine-readable format. A one2sign Account that is read-only under Section 4.9, or on the Free Plan, is not closed, and its Customer Data stays available as those Sections describe. The Export Period and Section 11.5 start only when the Account closes.
11.5 Deletion. After the Export Period, DDR will delete Customer Data from the active systems of the Services within 60 days, so within 90 days after the Account closes, unless the law requires DDR to keep it. Copies in DDR's database point-in-time recovery are overwritten on their normal cycle, currently within 30 days after that. The limited records described in the E-Signature Terms (Section 9.3), which keep the Verify Page working after a Document is deleted, are kept as described there. DDR will keep Account Data as described in the Privacy Policy.
11.6 Survival. Sections 4 (for Fees owed), 7.1, 7.5, 9, 11, 12.3, 13, 14, 15, 20 and 21, and any other provisions that by their nature should survive, survive termination.
12. Intellectual property and feedback
12.1 DDR's rights. DDR and its licensors own the Services, the Documentation, the one2sign, Senots and Senots Sign names, logos and marks, and all related intellectual property. Except for the rights expressly granted in the Agreement, DDR reserves all rights.
12.2 Right to use. Subject to the Agreement, and during the Subscription Term (or during a Trial, while Customer uses the Free Plan, or while the Account is read-only under Section 4.9, within the limits of that Section), DDR grants Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Services for Customer's internal business purposes, and to make the Services available to Recipients for the Documents Customer sends.
12.3 Feedback. If Customer or its Authorized Users give suggestions, ideas or other feedback about the Services, DDR may use them without restriction or payment. Feedback does not include Customer Data, and DDR will not identify Customer as its source without consent.
12.4 Copyright complaints. DDR handles notices of claimed infringement under the Copyright and IP Policy.
13. Indemnities
13.1 By Customer. Customer will defend DDR, its affiliates and their directors, officers and employees against any claim, demand, proceeding or regulatory action brought by a third party (including a Recipient, an Authorized User, an employee of Customer or a regulator) arising from: (a) Customer Data, including a claim that it infringes or misappropriates rights or was collected or processed without a required notice or consent; (b) Customer's use of electronic signatures or electronic records for a Document, including whether a Document could validly be signed electronically, the identity of any Recipient, and the content of any Document; (c) messages sent at Customer's request through the Services, including under anti-spam laws; (d) payments Customer collects from its own customers using a Third-Party Service; or (e) Customer's breach of the Acceptable Use Policy. Customer will pay the damages, costs and reasonable legal fees finally awarded, or agreed in a settlement Customer approves.
13.2 Conditions. The indemnified party must (a) give prompt written notice of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defence and settlement, except that a settlement may not impose any admission or obligation on the indemnified party without its consent, not to be unreasonably withheld; and (c) give reasonable help at the indemnifying party's expense. The indemnified party may take part with its own counsel at its own cost.
13.3 By DDR. For Paid Plans, DDR will defend Customer against any third-party claim that the Services, as provided by DDR and used in accordance with the Agreement, infringe a Canadian or United States patent, copyright or trademark, or misappropriate a trade secret, and will pay the damages, costs and reasonable legal fees finally awarded or agreed in a settlement DDR approves. If the Services are, or DDR believes they may be, subject to such a claim, DDR may (a) obtain the right for Customer to keep using them; (b) modify them so they do not infringe without materially reducing their functionality; or (c) if neither is commercially reasonable, terminate the affected Services and refund prepaid Fees for the remainder of the Subscription Term. DDR has no obligation for claims arising from Customer Data, Third-Party Services, Preview Features, the Free Plan, Trials, read-only Accounts under Section 4.9, combinations with items DDR did not provide, modifications not made by DDR, or use in breach of the Agreement. This Section 13.3 states DDR's entire liability, and Customer's exclusive remedy, for infringement claims.
14. Warranties and disclaimers
14.1 Mutual. Each party warrants that it has the authority to enter into the Agreement.
14.2 By DDR. For Paid Plans, DDR warrants that during the Subscription Term (a) the Services will perform materially as described in the Documentation, and (b) DDR will not materially reduce the overall security of the Services. If DDR breaches this warranty and Customer gives notice within 30 days of discovering it, DDR will use reasonable efforts to correct the non-conformity. If DDR cannot do so within 30 days, either party may terminate the affected Services, and DDR will refund prepaid Fees for the remainder of the Subscription Term. This is Customer's exclusive remedy for breach of this warranty.
14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, THE FREE PLAN, TRIALS, READ-ONLY ACCESS UNDER SECTION 4.9 AND PREVIEW FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE". DDR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. DDR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
14.4 No legal, tax, accounting or payroll advice. The Services are tools. They do not give legal, tax, accounting, payroll, employment or other professional advice. In particular, DDR does not warrant that (a) any Document is enforceable, or may lawfully be signed electronically, in any jurisdiction; (b) tax rates, tax codes, payroll calculations, holiday rules, exchange rates or accounting entries in the Services are correct or complete for Customer's circumstances; or (c) use of the Services satisfies any legal, regulatory, record-keeping or filing obligation of Customer. Customer is responsible for checking these with its own advisers. Exchange rates come from the Bank of Canada's published reference rates and are for information only.
14.5 Quebec. Nothing in this Section 14 excludes the warranty of quality or the legal warranty of ownership that Quebec law requires and does not allow to be excluded, or limits liability that cannot be limited under the Civil Code of Québec.
15. Limitation of liability
15.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
15.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EXTRA-CONTRACTUAL LIABILITY OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY CUSTOMER TO DDR FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY, AND (B) ONE HUNDRED CANADIAN DOLLARS (CA$100).
15.3 Indemnity cap for DDR. DDR's total liability under Section 13.3 will not exceed two times the amount in Section 15.2.
15.4 Exceptions. Sections 15.1 and 15.2 do not limit (a) Customer's obligation to pay Fees; (b) Customer's obligations under Section 13.1; (c) Customer's liability for breach of Section 6 or the Acceptable Use Policy; or (d) liability that cannot be limited or excluded by law, including, in Quebec, liability for bodily or moral injury and for intentional or gross fault.
15.5 Basis of the bargain. The parties agree that the limits in this Section reflect a reasonable allocation of risk and that DDR's prices would be higher without them. The limits apply even if a limited remedy fails of its essential purpose.
16. Availability, support and changes to the Services
16.1 Support. DDR provides support as described in the Service Level and Support Policy.
16.2 Changes to the Services. DDR may change, add or remove features. If DDR removes a material feature of a Paid Plan during a Subscription Term, it will give at least 30 days' notice, and Customer may cancel and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term.
16.3 Sending limits. The Services apply daily and hourly limits on Documents and email invitations to protect deliverability and prevent abuse. Current limits are shown in the Services and may differ by Plan, during a Trial, and by the age of the Account.
16.4 Availability. DDR's availability target and its limits are set out in the Service Level and Support Policy. Unless a signed Order states otherwise, no service credits or other monetary remedies apply to availability.
17. Preview Features
Preview Features are optional, may be incomplete or change, may be withdrawn at any time without notice, and are not covered by the support commitments, warranties in Section 14.2 or the indemnity in Section 13.3. DDR may ask for feedback on them. While the Services are in private preview, all Services are Preview Features. Customer should not rely on Preview Features for critical records without keeping its own copies.
18. Third-Party Services
18.1 The Services interoperate with Third-Party Services. Customer's use of a Third-Party Service is governed by the terms between Customer and its provider, and DDR is not responsible for Third-Party Services.
18.2 Payments. Where the Services let Customer collect payments from its own customers, for example online payment of invoices or, if and when made available, payment fields in Documents through Stripe Connect, Customer is the merchant of record and contracts directly with Stripe for its payment account. DDR is not a party to those payment transactions, does not hold or transmit Customer's funds, and is not responsible for chargebacks, refunds, disputes or Stripe's fees. Customer must comply with Stripe's terms and with the payment-card rules and laws that apply to it.
18.3 Sign-in providers. If Authorized Users sign in with Google or Microsoft, those providers process sign-in data under their own terms and privacy policies.
19. Publicity
DDR may not use Customer's name or logo to identify Customer as a customer without Customer's prior written consent, which Customer may withdraw at any time by notice. Customer's logo appears on its own Documents and pages in the ordinary operation of the Services, and that use does not need separate consent.
20. Governing law and disputes
20.1 Governing law. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and any law implementing the Uniform Computer Information Transactions Act do not apply.
20.2 Informal resolution. Before starting proceedings, a party will give the other written notice of the dispute, and senior representatives of both parties will try in good faith to resolve it within 30 days.
20.3 Courts. Subject to Section 20.2, the courts of the Province of Ontario have exclusive jurisdiction over any dispute arising out of or related to the Agreement, and each party submits to their jurisdiction. Either party may seek urgent injunctive or other equitable relief in any competent court to protect its intellectual property or Confidential Information.
20.4 Mandatory law. Section 20 does not deprive Customer of the protection of any mandatory rule of law of the place where it is established that cannot be excluded by agreement.
20.5 Time limit. To the extent permitted by law, no claim arising out of the Agreement may be brought more than two years after the party bringing it became aware, or should reasonably have become aware, of it.
21. General
21.1 Changes to these Terms. DDR may update these Terms and the documents listed in Section 2.1. DDR will post the updated version with a new version number and effective date and, for a material change that is adverse to Customer, will give at least 30 days' notice by email to the Owners or in the Services before the change takes effect. Changes required by law, or relating to new features, may take effect sooner. If Customer does not agree to a material adverse change, it may cancel before the change takes effect and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term. Continued use after the effective date means acceptance. A change does not apply to a dispute that arose before it took effect. A signed Order can be changed only in writing signed by both parties.
21.2 Notices. DDR may give notices by email to the Owners and billing contacts on the Account, or in the Services. Notices to DDR must be sent by email to hello@one2sign.com, with a copy for legal notices (breach, termination, indemnity claims) by courier to DDR Solutions Inc., 120 Adelaide St W, Suite 2500, Toronto, ON M5H 3V1, Attention: Legal. Email notices are received when sent, unless the sender receives a delivery failure.
21.3 Assignment. Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign it without consent to an affiliate, or to a successor in a merger, amalgamation, reorganization or sale of all or substantially all of its assets or of the business to which the Agreement relates, on notice. Any other attempted assignment is void.
21.4 Force majeure. Neither party is liable for a failure or delay in performance (other than payment) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, labour disputes not involving its own employees, government action, failures of public utilities or networks, or large-scale failures or attacks affecting hosting or internet infrastructure providers, provided it uses reasonable efforts to reduce the effects. If such an event prevents performance for more than 30 days, either party may terminate the affected Order by notice, and DDR will refund prepaid Fees for the unused period.
21.5 Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency or employment relationship.
21.6 No third-party beneficiaries. The Agreement benefits only the parties and their permitted successors and assigns. Recipients and Authorized Users are not third-party beneficiaries.
21.7 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all prior agreements and understandings about it.
21.8 Severability and waiver. If a provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement stays in effect. A failure to enforce a provision is not a waiver.
21.9 Export control and sanctions. Each party will comply with the export-control and economic-sanctions laws that apply to it, including Canada's Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act and Export and Import Permits Act, and the laws administered by the US Department of the Treasury's Office of Foreign Assets Control and Department of Commerce. Customer represents that neither it nor any Authorized User is named on, or owned or controlled by a person named on, a Canadian or US sanctions list, or located in a country or region subject to comprehensive Canadian or US sanctions, and that it will not use the Services in breach of those laws.
21.10 Anti-corruption. Neither party has offered or received any bribe or improper payment in connection with the Agreement.
21.11 Language. The parties have required that the Agreement and all related documents be drawn up in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais. Where Quebec law requires it, DDR makes a French version of the Agreement available, and the Customer has been given the opportunity to review the French version before choosing to be bound by the English version. If DDR publishes a translation, the English version prevails to the extent permitted by law.
21.12 Electronic acceptance. The Agreement may be accepted electronically, and electronic records of acceptance are admissible to the same extent as paper records.
21.13 Interpretation. "Including" means "including without limitation". Headings are for convenience only. Amounts are in Canadian dollars unless stated otherwise.
22. Contact
DDR Solutions Inc. 120 Adelaide St W, Suite 2500, Toronto, ON M5H 3V1 Email: hello@one2sign.com