Terms of Service
Last Updated: June 2, 2026 - Version 1.3
1. Definitions
For purposes of these Terms, the following definitions apply:
- "Platform" means the eSign Launchpad software-as-a-service platform and all related services, tools, APIs, MCP server endpoints, and features provided by Company.
- "Company," "we," "us," or "our" means Evenstar Services, LLC, a Texas limited liability company, doing business as eSign Launchpad.
- "User," "you," or "your" means any individual or entity that registers for or uses the Platform, whether through the web Portal, REST API, MCP server, or embedded signing surfaces.
- "Tenant" means an organization workspace within the Platform that contains its own users, packages, templates, billing relationship, and configuration.
- "Subscription Plan" means the tier of service to which a Tenant subscribes (e.g. Free, paid tiers as published on our website), which determines pricing, included quotas, and feature availability.
- "Package" means a collection of one or more documents prepared for electronic signing through the Platform.
- "Recipient" means any individual added to a Package, including Signers, Carbon-Copy recipients, Approvers, Editors, and Certified-Delivery recipients.
- "Signer" means a Recipient whose role requires applying an electronic signature, initials, or other input to complete the document.
- "Signing Ceremony" means the interactive session during which a Recipient reviews, authenticates, and (for Signers) electronically signs documents.
- "Authentication Method" means any signer-identity-verification step offered by the Platform, including email link, access code, SMS one-time password (OTP), Knowledge-Based Authentication (KBA), and government-ID Identity Verification (IDV).
- "User Content" means any documents, data, signatures, annotations, metadata, or materials uploaded, generated, or transmitted through the Platform.
- "API Key" means any credential issued by the Platform that authorizes programmatic access to your Tenant's data and operations.
- "Sub-processor" means any third-party service provider that processes personal data on Company's behalf to deliver the Platform.
- "Third-Party Services" means external services integrated with the Platform, including without limitation Stripe, Microsoft Azure, Twilio, Twilio SendGrid, Authenticate.com, Persona, MaxMind, and identity providers configured for SSO/SCIM.
2. Acceptance and Scope
2.1 Agreement to Terms
By registering for, accessing, or using any services provided by Company, you agree to be legally bound by these Terms of Service ("Terms") and all incorporated policies, including the Privacy Policy. If you are using our services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
2.2 Rejection of Terms
If you do not agree to these Terms in their entirety, you must immediately discontinue use of our services and may not create or maintain an account.
2.3 Electronic Agreement
These Terms constitute an electronic contract under the federal Electronic Signatures in Global and National Commerce Act ("ESIGN Act," 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act ("UETA"). Your electronic acceptance has the same legal effect as a handwritten signature.
2.4 Updates to Terms
We may modify these Terms from time to time. When we publish a new version, the Platform will surface the updated Terms in-product on your next sign-in and will require you to review and re-accept them before continuing to use your account. The version on file for your account is recorded with the date and time of acceptance and is available on request as part of your audit trail. It is your responsibility to sign in periodically and review any updates; continued use of the Platform after acceptance constitutes your agreement to the updated Terms.
2.5 Communications Consent
By accepting these Terms you authorize Company to contact you using email, in-app notifications, and (where you have provided a phone number) SMS messages for transactional, security, billing, and product-update purposes. Standard message and data rates from your carrier apply. You may opt out of non-essential marketing messages at any time. Security-critical and transactional messages (multi-factor authentication codes, account-state alerts, billing notices, signing-ceremony notifications) cannot be disabled while your account remains active because they are necessary to deliver the service. All transactional and security communications cease once your account is fully cancelled and the post-termination retention window has elapsed.
3. Service Description
3.1 Platform Overview
eSign Launchpad provides a Software-as-a-Service (SaaS) electronic-signature platform that enables individuals and organizations to:
- Prepare and send documents for electronic signature
- Place signature fields, initials, dates, text fields, checkboxes, and other annotation types on documents
- Manage multi-party signing workflows with configurable routing order, parallel signing, and signing groups
- Support multiple Recipient types, including Signers (apply signatures and initials), Carbon-Copy recipients (receive an executed copy with no required action), Approvers (approve the package before further routing), Editors (modify the document before it is locked for signing), and Certified-Delivery recipients (acknowledge receipt without signing)
- Authenticate Recipients via access codes, SMS OTP, Knowledge-Based Authentication, or government-ID verification
- Generate ESIGN/UETA-compliant audit trails and certificates of completion
- Collect payments from Signers as part of a signing ceremony, with funds settled through Stripe Connect
- Embed signing experiences in third-party applications via JavaScript SDK and direct ceremony URLs
- Drive the Platform programmatically through a REST API and Model Context Protocol (MCP) server interface
- Provision and de-provision users via SAML/OIDC Single Sign-On and SCIM 2.0
3.2 API and MCP Server Access
API access (REST and MCP server) is gated by your Subscription Plan and authenticated via API Keys you generate from the Portal. Use of an API Key to access the Platform constitutes affirmative acceptance of these Terms by the Tenant on whose behalf the key was issued. By using the API or MCP server you additionally agree that:
- You are solely responsible for the security of every API Key you generate; treat them as production credentials.
- Programmatic actions taken with your API Keys are attributed to your Tenant for billing, audit, and liability purposes regardless of which downstream system or end user initiated them.
- Operations that require human-in-the-loop verification (generating new API Keys, accepting these Terms, accepting Stripe Connect terms, cancelling subscriptions) are intentionally Portal-only and cannot be performed via API Key.
- You will respect documented rate limits and feature gates. Attempts to circumvent rate limiting, throttling, or per-plan feature gates may result in suspension of API access without prior notice.
- You will not use the API or MCP server to scrape, mirror, or republish the Platform for resale.
3.3 Third-Party Service Integration and Sub-processors
The Platform relies on the following Sub-processors to deliver its services:
- Microsoft Azure - cloud hosting, database, blob storage, and key vault. All Platform data is hosted on Azure infrastructure in the United States.
- Stripe, Inc. - subscription billing, credit-pack purchases, signer payment collection (Stripe Connect destination charges), and tax-reporting (Form 1099-K issuance where applicable).
- Twilio Inc. - SMS delivery for one-time passcodes (signup, login, signer SMS authentication) and signer SMS notifications.
- Twilio SendGrid - transactional email delivery, including signing invitations, reminders, completion notices, billing alerts, and security alerts.
- Authenticate.com - Knowledge-Based Authentication (KBA) for signing ceremonies that require it. The Platform receives only the pass/fail outcome and a reference identifier.
- Persona - government-ID Identity Verification (IDV). Persona collects the document image and selfie directly from the Signer; the Platform receives only the pass/fail outcome and a reference identifier.
- MaxMind - IP-to-geolocation lookups (city/region/country accuracy only) sealed into the audit trail.
- Document conversion services - Gotenberg (LibreOffice-based) and Syncfusion components, operated within our Azure tenancy, to convert uploaded DOCX and image files into PDF before signing.
- Microsoft Azure AI services - automated screening of outbound email message content for abuse, fraud, and prohibited-use patterns (see Section 7.11). The email message body you compose for a Package is processed by an artificial-intelligence model operating within Company's own Microsoft Azure tenancy (currently the Azure OpenAI Service together with Azure AI Content Safety), in the same Microsoft Azure environment that hosts the rest of the Platform, solely to produce an allow/block classification. This is a private deployment inside our Azure environment and not a public or consumer AI service: the content stays within that environment, is not shared with OpenAI or any other third party, and is not used to train any artificial-intelligence model. The Platform may also submit text and web links extracted from the documents you upload to these services for the same screening purpose.
- Google Safe Browsing - reputation checking of web links contained in outbound email messages, and which may also be used to check links extracted from the documents you upload (see Section 7.11). Each link is submitted to Google's Safe Browsing service to be checked against Google's lists of known phishing and malware destinations.
Each Sub-processor operates under its own terms of service and privacy policy, and Company is not responsible for their performance, availability, or compliance with their stated terms. Where a Sub-processor fee is passed through (for example, a per-IDV charge from Persona), you pay it via your prepaid credit balance at our published price.
Company may add, remove, or replace Sub-processors from time to time. The current Sub-processor list is published in our Privacy Policy and is also reflected in this Section. Material Sub-processor changes are treated as updates to these Terms: when a change occurs, we will publish an updated version of these Terms and surface it in-product on your next sign-in for your review and re-acceptance, in accordance with Section 2.4. A Tenant who does not agree to a new Sub-processor must decline the updated Terms and discontinue use of the affected feature(s); termination of the affected subscription is the Tenant's sole remedy.
3.4 Service Availability and Modifications
We target 99.9% Platform availability calculated monthly, excluding scheduled maintenance and circumstances beyond our reasonable control (including those described in Section 14.6 Force Majeure). Your sole remedy for missed uptime is a pro-rated service credit for the affected period.
Uptime credits are not issued automatically. To claim a credit, you must submit a written request to the address in Section 16 within thirty (30) days after the end of the calendar month in which the alleged unavailability occurred. The request must identify the time periods of unavailability and any supporting evidence you can provide. Company will review the request against its internal monitoring and, where it confirms the unavailability and that the 99.9% monthly target was missed, will apply a pro-rated credit to a subsequent subscription invoice. Credits are issued only to active accounts in good standing and are forfeited if your account is suspended for non-payment, fraud, or material breach, if your subscription is cancelled before the credit is applied, or if the request is not submitted within the thirty-day window. Credits have no cash value and are not refundable.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, including changes required by Third-Party Services, regulatory changes, or product roadmap decisions.
4. Account Requirements
4.1 Registration
To use the Platform you must provide accurate and complete information including your legal name, email address, and a verifiable phone number. You must be of legal age to enter into a binding contract in your jurisdiction (and in any event at least eighteen (18) years of age). The Platform is not intended for, and may not be used by, individuals under 13 years of age, and we do not knowingly collect personal information from children under 13. If you become aware that a Recipient under 13 has been added to a Package, you must remove them and notify us at the address in Section 16.
4.2 Tenant Owner
The user who registers a new Tenant becomes the Tenant Admin and is the singular account owner. The Tenant Admin role is permanent for the life of the Tenant: it cannot be transferred, suspended, removed, or de-activated by any channel (Portal, SSO, SCIM, API). This is a deliberate safety property - there is always exactly one accountable owner of the Tenant.
4.3 Account Security
You are solely responsible for maintaining the confidentiality of all account credentials (passwords, MFA secrets, API Keys, SSO IdP configuration, SCIM bearer tokens), all activities occurring under your account, and immediately notifying us of any unauthorized access. We strongly recommend enabling multi-factor authentication on every account, including for your Tenant Admin.
4.4 SSO and SCIM Provisioning
If you configure SAML/OIDC Single Sign-On or SCIM 2.0 user provisioning, you remain responsible for the correctness of your IdP configuration, group-to-role mappings, and de-provisioning workflow. Privileged roles (Admin, Tenant Admin, Billing Admin) cannot be granted via SCIM/SSO; they require explicit Tenant Admin approval through the Portal. New or reactivated SCIM/SSO users do not consume a billing seat until a Tenant Admin approves them through the in-Portal approval queue. Pending approval requests automatically expire after fourteen (14) days; pending invitations expire after thirty (30) days. Expired requests can be re-created on the user's next login attempt.
5. ESIGN Act Compliance and Sender Obligations
5.1 Platform Compliance
The Platform provides ESIGN Act and UETA-compliant electronic-signature functionality, including consumer-disclosure capture, affirmative consent, and tamper-evident audit trails sealed with a hash chain. We make commercially reasonable efforts to maintain compliance with the ESIGN Act, UETA, and applicable state e-signature laws.
5.2 ESIGN Act Consumer-Consent Disclosure
Where any Recipient is a consumer (a natural person acting primarily for personal, family, or household purposes), the ESIGN Act (15 U.S.C. § 7001(c)) requires the sender to provide the consumer with specific disclosures and to obtain the consumer's affirmative consent to use electronic records and signatures before sending the document for signing. As the sending Tenant, you are solely responsible for providing each consumer Recipient with: (i) a clear statement that the transaction may be conducted on paper instead; (ii) a description of any right to withdraw consent and the consequences of withdrawal; (iii) a description of the hardware and software required to access and retain the electronic records; and (iv) a procedure for the Recipient to update their contact information. The Platform supplies the technical mechanism for capturing consent and for delivering paper-copy requests, but does not generate the consumer-disclosure language on your behalf. Failure to provide the required disclosures may invalidate the resulting electronic signature and may expose you to liability under the ESIGN Act.
5.3 Document Content; Right to Refuse
You are solely responsible for the content, accuracy, and legal validity of every document you send for signing through the Platform. The Platform is a technology facilitator; it does not provide legal review and does not guarantee the enforceability of document content. You may not use the Platform to send documents that constitute the unauthorized practice of law, that contain illegal content, that promote fraud, or that facilitate any unlawful activity. Company reserves the right (but assumes no obligation) to refuse to send, void, or remove any Package that we reasonably believe violates these Terms or applicable law. Outbound Packages are additionally subject to the automated content and link screening described in Section 7.11, which may block a send before it is delivered.
5.4 Paper Copy Fulfillment
The ESIGN Act may require you, as the sending Tenant, to fulfill reasonable requests from Recipients for paper copies of documents executed through the Platform. The Platform directs Recipients to contact you for paper-copy requests. You are solely responsible for the cost, logistics, and timeliness of paper-copy fulfillment, and you acknowledge that you have an independent legal obligation to comply with paper-copy requests where the ESIGN Act applies, regardless of the Platform's role.
5.5 Document Retention
The Platform retains completed packages, signed documents, certificate-of-completion PDFs, and audit-trail data for seven (7) years from signing completion, across all Subscription Plans. Tenants on regulated workloads (HIPAA, financial-services, etc.) requiring longer retention should contact us before the standard retention period expires to arrange an extension. You are responsible for downloading and maintaining your own copies of signed documents if you require longer retention than what the Platform provides.
5.6 Signer Identity and Authentication
You determine which Authentication Method to apply to each Recipient (email link, access code, SMS OTP, KBA, IDV). The Platform makes the chosen method's evidence available in the audit trail, but you are responsible for selecting an Authentication Method appropriate to the legal weight of the document. KBA, IDV, and SMS authentication consume prepaid credits at our published price. Each authentication attempt is charged whether it succeeds or fails, because the Platform incurs the underlying provider cost regardless of outcome. If your credit balance is insufficient to fund a required authentication step, the affected Signing Ceremony will be temporarily blocked until the balance is topped up; we will not consume credits speculatively against an insufficient balance.
6. Pricing, Billing, and Payment
6.1 Subscription Plans
The Platform operates on a subscription basis with multiple tiers including a Free tier and one or more paid tiers. Current pricing, included quotas, and per-plan feature gates are published on our website. We reserve the right to modify pricing with thirty (30) days' written notice to existing subscribers.
6.2 Prepaid Credits
Certain usage-based services - identity verification (IDV), Knowledge-Based Authentication (KBA), SMS authentication, and per-package overages above your plan's included quota - are settled against a prepaid credit balance. You can purchase credit packs from the Portal and may enable auto-refill. You are responsible for maintaining a sufficient balance; insufficient credits may block specific operations until the balance is topped up. Failed authentication attempts (KBA, IDV, SMS) are charged at the same rate as successful attempts because the underlying provider cost is incurred regardless of the outcome. Credit purchases are non-refundable except as required by applicable law.
6.3 Payment Processing
All Platform charges (subscription fees, credit-pack purchases, overage settlements, and free-tier per-package payments where applicable) are processed through Stripe, Inc. You acknowledge that Stripe's terms of service and fee structure apply and that Stripe's payment-processing fees are non-refundable. If you enable Signer-payment collection, you onboard a Stripe Connect account that receives Signer funds directly; the Platform takes a published Application Fee on each settled Signer payment.
6.4 Right-Sizing and Renewals
Subscription renewals are charged automatically at the start of each billing cycle. If your Tenant has accrued overage usage during the prior cycle, the overage is settled as a separate charge before the renewal charge. If a renewal payment fails, your Tenant enters a grace period during which the Platform may suspend new outbound packages while preserving your data; if the grace period expires unpaid, the Platform may right-size your seat count and feature set down to the Free tier (the singular Tenant Admin account is always preserved).
6.5 Disputes, Chargebacks, and Stripe Connect Risk Allocation
If you initiate a chargeback against a Platform charge with your card issuer, your Tenant may be immediately suspended pending investigation. Lost disputes may result in service suspension and the assessment of dispute-handling fees against your Tenant account. For Signer-payment collection through Stripe Connect:
- Disputes filed by Signers against payments collected through your Stripe Connect account are your responsibility to evidence and defend; Stripe-imposed dispute fees are charged to your Stripe Connect balance.
- If a dispute is lost, the original payment (and the Application Fee retained by Company on that payment) may be reversed against your Stripe Connect balance in accordance with Stripe's policies.
- Repeated lost disputes (typically three (3) or more in any rolling twelve-month period, or any single dispute that materially exceeds your historical activity) may result in suspension of Signer-payment collection and account review, in addition to any action Stripe independently takes.
- Signer-payment collection requires affirmative acceptance of the Stripe Connect Service Agreement directly with Stripe and may also require acceptance of a separately versioned Payment Collection Addendum within the Portal. Material updates to that Addendum may require re-acceptance before further Signer-payment collection is permitted.
6.6 Per-Package Charge Finality
The sending of a Package is the billable event. Once a Package transitions from Draft to Sent, any per-Package charge associated with that send is final and non-refundable. This applies to, without limitation, overage charges incurred when a send exceeds the plan's included monthly quota and one-time per-Package payments made on the Free tier. Finality applies regardless of whether the Package is subsequently voided by the sender, declined by a Recipient, allowed to expire, or otherwise does not reach completion. The included monthly Package quota itself behaves the same way: each send consumes one of the plan's included sends for the current billing cycle whether or not a Recipient signs. Reversal of a charge is limited to the case where the Platform rolls a Package back to Draft before it reaches Sent status (for example, when an authentication-credit reservation fails during the send sequence and the Platform automatically reverts the Package).
7. User Content, Data, Privacy, and Security
7.1 Your Content
You retain ownership of all documents, signatures, templates, and content you upload to or generate within the Platform. You grant Company a limited, non-exclusive, royalty-free license to host, store, transmit, and process your content solely to the extent necessary to provide the Platform's services to you and to your Recipients.
7.2 Data Controller / Data Processor
Under applicable data-protection laws (including the EU/UK GDPR and the California Consumer Privacy Act / California Privacy Rights Act), you are the data controller for personal information collected from your Recipients through your use of the Platform. Company acts as a data processor on your documented instructions, which include these Terms and your in-Portal configuration. You are responsible for obtaining all necessary consents from your Recipients, providing them with appropriate privacy notices, honoring their data-subject rights requests, and maintaining a lawful basis for the processing you direct us to perform. For Tenants requiring a separate Data Processing Addendum, contact us at the address in Section 16; the Sub-processor list and technical/organizational measures referenced in our Privacy Policy are incorporated into these Terms by reference.
7.3 Audit Trail Data
Audit-trail evidence (hash-chained event logs, IP addresses, user agents, authentication evidence, geolocation derived from MaxMind) is generated and retained as an integral part of the e-signature service and may not be edited or selectively deleted by any party within the retention window described in Section 5.5. This is a feature, not a bug - the legal weight of the resulting signature depends on it.
7.4 Confidentiality of Tenant Credentials
Company will protect API Keys, SSO signing certificates, OIDC client secrets, SCIM bearer tokens, Stripe Connect identifiers, and other Tenant-supplied or Tenant-issued privileged credentials (collectively, "Credentials") as confidential information. Company will protect Credentials with the same degree of care it uses for its own confidential information, but no less than reasonable care, and will limit internal access to personnel with a business need-to-know. Breach of this confidentiality obligation by Company will be treated as a material breach of these Terms.
7.5 Data Breach Notification
In the event of a confirmed security incident affecting personal data we process on your behalf, Company will notify the affected Tenant without undue delay and, where feasible, no later than seventy-two (72) hours after we become aware of the incident, including available details on the scope, impact, and our remediation plan. Notification will be sent to the Tenant Admin email address on file and (where appropriate) by in-product notice. This commitment is subject to instructions from law-enforcement authorities that lawfully require delayed disclosure.
7.6 International Data Transfers
The Platform and all Sub-processors process data primarily in the United States on Microsoft Azure infrastructure. The Platform does not currently offer data-residency options inside the European Economic Area, the United Kingdom, or other regions outside the United States. Tenants that intend to process EU/UK Recipient data through the Platform should contact us before doing so to confirm a suitable contractual basis (Standard Contractual Clauses or UK International Data Transfer Agreement) is in place. By using the Platform, you consent to the transfer of your data to and processing in the United States.
7.7 Prohibited Content and Use
You may not use the Platform to:
- Send documents containing or promoting illegal content
- Facilitate fraud, identity theft, or money laundering
- Violate third-party intellectual-property or privacy rights
- Harass, threaten, or defraud Recipients
- Circumvent rate limits, throttling, quota, or per-plan feature gates
- Reverse-engineer, decompile, or extract source code from the Platform
- Resell, white-label, or rebrand the Platform without an explicit reseller agreement
7.8 Export Control and Sanctions Compliance
You represent and warrant that neither you nor any Recipient to whom you send documents through the Platform is: (i) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine); (ii) listed on any U.S. government list of restricted parties (including the OFAC Specially Designated Nationals and Blocked Persons List, the BIS Entity List, or the BIS Denied Persons List); or (iii) otherwise the target of U.S. export control laws or sanctions. You agree not to use the Platform in violation of U.S. export-control laws (including the Export Administration Regulations and the International Traffic in Arms Regulations), OFAC sanctions, or applicable international trade restrictions. Company reserves the right to suspend or terminate your account immediately upon a reasonable belief that you, your Tenant, or a Recipient is in violation of this Section.
7.9 Audit Information
Upon written request, no more than once per calendar year (or more frequently following a confirmed security incident affecting the requesting Tenant's data), Company will make available to a paid-tier Tenant: (i) a summary of Company's then-current security and privacy controls; (ii) the current Sub-processor list; (iii) the publicly available third-party attestation reports for the underlying cloud infrastructure (currently Microsoft Azure, whose data centers maintain attestations including ISO/IEC 27001, SOC 1, SOC 2, SOC 3, FedRAMP, and HIPAA at the infrastructure layer); and (iv) reasonable responses to a standard security questionnaire (such as CAIQ-Lite or SIG-Lite).
Company does not currently maintain its own third-party security attestation (such as SOC 2 Type II or ISO/IEC 27001) at the application layer. Where Company obtains such an attestation in the future, the most recent report will be made available under this Section. Company may require a reasonable confidentiality undertaking before sharing materials that contain confidential or proprietary information. Tenants do not have any right to enter Company's premises, inspect Company's systems directly, or examine other Tenants' data.
7.10 Insurance
Company maintains commercial insurance appropriate to its business, including errors-and-omissions (technology professional liability) and cyber-liability coverage. Specific coverage limits and certificates of insurance are available on written request to qualified Tenants under reasonable confidentiality terms.
7.11 Automated Content and Link Screening
To protect Recipients, preserve the deliverability of legitimate mail, and enforce Sections 5.3 and 7.7, the Platform automatically screens the email message content of every outbound Package before it is sent. This screening includes: (i) pattern-based scanning for known phishing, fraud, impersonation, and prompt-injection signatures; (ii) an automated machine-learning classification of the email message body, performed via the Microsoft Azure OpenAI Service sub-processor identified in Section 3.3, to confirm the message is a genuine request to sign the attached document rather than off-platform solicitation, marketing, or abuse; and (iii) reputation checking of every web link in the message against Google Safe Browsing. The classification in clause (ii) is performed by an artificial-intelligence model operating within Company's own Microsoft Azure tenancy (the Microsoft Azure AI services sub-processor identified in Section 3.3), not by a public or consumer AI service. Where a link is screened, the Platform also rewrites it so that, when a Recipient clicks it, the click passes through an eSign Launchpad redirect endpoint that performs a point-of-click safety re-check before forwarding the Recipient to the original destination.
A Package that fails screening may be blocked automatically at send time, and the sender will be shown the reason. This screening applies to the email message content and its links, and may also extend to text and web links extracted from the documents you upload to a Package, for the same abuse-prevention purposes. It is used to detect abuse, fraud, and prohibited use; it is not a review of the legal substance, accuracy, or meaning of your documents, for which you remain solely responsible under Section 5.3. Classification and reputation results are generated and used by Company solely for abuse prevention and enforcement of these Terms, are not surfaced to Recipients, and are not used to train any artificial-intelligence model. Any content processed for AI classification remains within the Microsoft Azure environment in which the Platform operates and is not transmitted to any public or consumer AI service. We perform this screening as part of providing, securing, and protecting the Platform; it is a processing activity Company carries out on its own behalf for those purposes, independent of the document-processing instructions you give us as a data controller under Section 7.2.
8. Intellectual Property
Company retains all rights, title, and interest in the Platform, including software, source code, user-interface designs, trademarks (including "eSign Launchpad"), documentation, and the API and MCP-server specifications. You receive a limited, non-exclusive, non-transferable, revocable license to use the Platform during the term of your active subscription, solely for your internal business purposes (and, where you collect payments from Signers, for the limited purpose of facilitating those Signing Ceremonies).
A Signer's electronic signature image, drawn or typed initials, and similar biometric or identity inputs are the personal identifiers of the Signer and are not the intellectual property of the Tenant or of Company. The Tenant receives a limited license, granted by the Signer through the act of signing, to retain and display the signature image as part of the executed document and its audit trail. Neither the Tenant nor Company may repurpose a Signer's signature image for any document or use other than the package on which it was applied.
9. Disclaimers and Limitation of Liability
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND DOLLARS ($1,000). IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA.
NOTWITHSTANDING THE FOREGOING, THE LIABILITY CAP AND DAMAGES EXCLUSIONS IN THIS SECTION DO NOT APPLY TO: (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (ii) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (iii) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7.4; (iv) AMOUNTS A TENANT OWES COMPANY UNDER SECTION 6 (INCLUDING UNPAID FEES, OVERAGES, AND DISPUTE-RELATED CHARGEBACKS); OR (v) ANY LIABILITY THAT BY APPLICABLE LAW CANNOT BE LIMITED OR EXCLUDED.
10. Indemnification
10.1 By You
You agree to defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your violation of these Terms or applicable laws (including the ESIGN Act, export-control laws, and tax laws); (b) the content, accuracy, or legal validity of documents you send through the Platform; (c) disputes between you and your Recipients; (d) your use of the API or MCP server, including actions taken by automated systems you operate; (e) your failure to fulfill your data-controller obligations to your Recipients (including ESIGN Act consumer-consent disclosures under Section 5.2); and (f) any breach by you of the confidentiality of Credentials issued to or used by your Tenant.
10.2 By Company (IP Infringement)
Company will defend you against any third-party claim that your authorized use of the Platform's core software, in accordance with these Terms, directly infringes that third party's U.S. patent, copyright, or registered trademark, and will pay any damages finally awarded against you on such a claim or any settlement Company agrees to in writing, provided that you: (i) promptly notify Company of the claim in writing; (ii) grant Company sole control of the defense and settlement; and (iii) provide reasonable cooperation. If the Platform becomes, or in Company's reasonable opinion is likely to become, the subject of an infringement claim, Company may, at its option, (a) procure for you the right to continue using it, (b) modify the Platform to make it non-infringing while substantially preserving its functionality, or (c) terminate the affected subscription and refund any pre-paid, unused fees on a pro-rata basis. This Section 10.2 does NOT apply to claims arising from: (1) your modifications to the Platform; (2) your combination of the Platform with products, data, or services not provided by Company where the combination causes the infringement; (3) User Content; (4) your use of the Platform after Company has notified you that the use may infringe; or (5) Sub-processor outputs (the relevant Sub-processor's terms control). THIS SECTION 10.2 STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL-PROPERTY INFRINGEMENT BY THE PLATFORM.
11. Termination
11.1 By You
You may cancel your subscription at any time from the Portal. Cancellation takes effect at the end of your current billing cycle; you remain responsible for fees and overage incurred through that date. After cancellation, your data is retained for a thirty (30) day export window during which you may download your packages, audit trails, and certificates of completion through the Platform's export tools. Tenants on regulated workloads requiring extended access should contact us in writing before the export window expires; the underlying audit trail retention described in Section 5.5 applies independently.
11.2 By Company
Company may suspend or terminate your account:
- Immediately and without prior notice for: (i) suspected fraud or actual fraudulent activity; (ii) violation of Section 7.7 (Prohibited Content) or Section 7.8 (Export Control and Sanctions); (iii) any conduct that creates an imminent security or legal risk to the Platform or to other users; (iv) failure to pay any undisputed fee within thirty (30) days of the original due date; or (v) loss of a chargeback dispute against a Platform charge.
- For other material breaches, Company will provide written notice describing the breach and, where the breach is reasonably curable, a ten (10) day opportunity to cure before termination takes effect.
- For convenience (i.e., without cause), Company may terminate a subscription on thirty (30) days' written notice. Pre-paid, unused fees through the unused portion of the term will be refunded on a pro-rata basis.
11.3 Survival
Upon termination your access to the Platform ceases. The following obligations survive termination: payment obligations accrued before termination; Section 7.1 (Your Content) with respect to retained data; Section 7.2 (Data Controller / Data Processor); Section 7.4 (Confidentiality of Tenant Credentials); Section 8 (Intellectual Property); Section 9 (Disclaimers and Limitation of Liability); Section 10 (Indemnification); Section 12 (Dispute Resolution); Section 13 (Governing Law); and any other provision that by its nature is intended to survive.
12. Dispute Resolution
12.1 Mandatory Arbitration; Class Action Waiver
Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted by a single arbitrator in Austin, Texas, in the English language. YOU AND COMPANY EACH WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, REPRESENTATIVE PROCEEDING, OR CONSOLIDATED ARBITRATION, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.3.
12.2 Delegation of Arbitrability
The arbitrator, and not any court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement (including the class-action waiver in Section 12.1) is void, voidable, or unconscionable. Any dispute about whether a particular claim is subject to arbitration shall itself be arbitrated.
12.3 Coordinated Mass Claims
If twenty-five (25) or more substantially similar claims are filed against Company arising from a common nucleus of fact (for example, a single security incident or platform-wide outage) within any rolling sixty (60) day window, the parties agree to a coordinated proceeding in which the AAA shall appoint a single arbitrator to hear bellwether cases and issue findings of fact and law that bind the remaining filed claims, in lieu of conducting separate arbitrations. The class-action waiver in Section 12.1 remains in effect; coordination under this Section 12.3 is solely an efficiency measure and does not create class or representative status.
12.4 Arbitration Fees
For arbitration claims brought by an individual Recipient or by a Tenant whose paid subscription fees in the prior twelve (12) months were less than the AAA Commercial filing fee, Company will pay the AAA filing, administrative, and arbitrator fees. For all other claims, AAA Commercial fee allocation applies and each party bears its own attorneys' fees and costs unless awarded otherwise by the arbitrator or required by applicable law.
12.5 Equitable Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights, prevent unauthorized access to its systems, or enforce confidentiality obligations under Section 7.4 without first proceeding to arbitration.
13. Governing Law
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Subject to Section 12, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute not subject to arbitration, and each party irrevocably consents to the personal jurisdiction and venue of those courts.
14. General Provisions
14.1 Entire Agreement
These Terms, together with our Privacy Policy and any plan-specific addenda you accept (such as the Stripe Connect Service Agreement and any Payment Collection Addendum referenced in Section 6.5), constitute the entire agreement between you and Company regarding the Platform and supersede all prior or contemporaneous agreements, proposals, or representations on the same subject matter.
14.2 Notices
Notices to you under these Terms will be delivered by one or more of the following channels, as appropriate to the subject matter:
- Updates to these Terms, the Privacy Policy, or the Sub-processor list are surfaced in-product on your next sign-in via the re-acceptance flow described in Section 2.4. Sign-in is the authoritative notice channel for these updates; we do not commit to email delivery for routine policy updates.
- Security incidents affecting your data are notified by email to the Tenant Admin address on file, in accordance with Section 7.5.
- Account actions (suspension, termination, billing failures, lost chargeback disputes) are notified by email to the Tenant Admin address on file and may also be surfaced by in-product banner.
You are responsible for keeping the Tenant Admin email address current and for signing in periodically to review any in-product notices. Notices to Company under these Terms must be sent to the address in Section 16. A notice is effective on the date it is sent (for email and in-product notice) or three (3) days after deposit in the mail (for postal notice).
14.3 No Third-Party Beneficiaries
These Terms are entered into solely between the Tenant and Company. Recipients (including Signers, Carbon-Copy recipients, Approvers, Editors, and Certified-Delivery recipients) are not parties to these Terms and have no rights under them, except where Company expressly grants such rights in writing or where applicable law confers them. Nothing in these Terms creates any third-party beneficiary rights in any Recipient.
14.4 Severability and Reformation
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent. If reformation is not possible, the provision shall be severed and all other provisions remain in full force and effect. The invalidity of one provision does not affect the validity of any other. If the arbitration agreement in Section 12 (or the class-action waiver within it) is held unenforceable in whole, any remaining dispute shall be brought exclusively in the state or federal courts located in Travis County, Texas as provided in Section 13.
14.5 Assignment
You may not assign these Terms or any rights under them, by operation of law or otherwise, without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets, on notice to you.
14.6 Force Majeure
Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, denial-of-service attacks, or failure of Sub-processors or other Third-Party Services. The affected party will use commercially reasonable efforts to resume performance.
14.7 Waiver
Failure by either party to enforce any provision of these Terms is not a waiver of that provision or of any other provision. Any waiver must be in a writing signed by the party charged with the waiver.
14.8 Headings
Section headings are for convenience only and have no substantive effect.
15. Marketing and Customer References
Unless you opt out by written notice to Company, Company may identify you as a customer of eSign Launchpad and may use your company name and logo on the Platform's website, in customer lists, and in marketing materials. Use will be in accordance with any brand-usage guidelines you provide. This Section does not authorize Company to disclose any confidential information about your specific use of the Platform.
16. Contact Information
For questions regarding these Terms of Service, the Platform, or your account:
Evenstar Services, LLC
d/b/a eSign Launchpad
Email: mail@esignlaunchpad.com
Web: www.esignlaunchpad.com