Terms of Use

Terms of Use of TrueSigner™ Solution Subscription Model

These Terms of Use and Privacy Policy (“these Terms”) are applicable between the owner and operator of TrueSigner™ Solution, Affinities Village Sdn. Bhd., a private limited company incorporated in Malaysia and having its business address at Unit 901C, Uptown 5, Jalan SS21/39, 47400 Petaling Jaya, Selangor, Malaysia (hereafter referred to as “TrueSigner™” or “AFV” or “We”) and the user (hereinafter referred to as “Subscriber” or “Signer” or “you”).

1. DEFINITIONS

   “Account” means an account on the TrueSigner™ Solution platform

   “Account Administrator(s)” means users designated by a Subscriber in its Account that performs certain administrative functions but does not have the power to sign a document on behalf of Subscriber.

   “eBundle” means an electronic record containing one or more electronic documents consisting of a single page or a group of pages of data uploaded to the System.

   “Signer” means a person designated by a Subscriber to access and/or take action upon the electronic documents sent to such individual via TrueSigner™ Solution, which may the Subscriber personally, its employees, clients or potential employees and clients of the Subscriber

   “Subscriber” means a person who register for an Account either in his/her personal capacity or as a legal entity, to utilise the Service, on a Subscription Plan, or free trial (if applicable). Based on the parameters of the subscription package, it may designate a few Account Administrator(s) or save the electronic signature records of a few designated persons upon verification in the System

   “Service” means the service of enabling electronic and/or digital signature service via the Internet with the option of using real-time video communication and recoding services;

   “Subscription Fee” means the amounts to pay by a Subscriber indicated at the time of the subscription;

   “Subscriber Plan” means the parameters of the services set out in the subscription page in our website;

   “Subscription Term” means the period of time a Subscriber subscribe to and paid for the Service’

   “Subscriber Data” means the data sent to the System by you, including personal data within the meaning of Personal Data Protection Act 2010 more particularly set out in our Privacy Policy;

   “System” refers to the software systems and programs, the communication and network facilities used by TrueSigner™ Solution to make available the Service.

   “Transaction Data” means the metadata associated with a eBundle (such as transaction history, image hash value, method and time of Envelope deletion, sender and recipient names, email addresses, and signature IDs) that TrueSigner™ may use to generate and maintain the digital audit trail required by TrueSigner™ Solution.

2. THE SERVICE

   TrueSigner™ Solution is a platform that makes available the Service to the Subscriber through a subscription model. If you are a Signer or you receive the TrueSigner™ eBundle from a Subscriber who are bound by a separate agreement with AFV, then these terms will apply, if at all, only to the use of the platform or its Privacy Policy to the extent that it applies to Signer personally.

   By accessing the platform and using the Service, you agrees to be bound by these Terms of Use and Privacy Policy without limitation or qualification. Please read these terms and conditions carefully before using the Service, otherwise, you should stop using or accessing it. AFV shall have the right to modify, update or amend this policy at any time by placing the updated policy on the platform. By continuing to use the platform or its services, or products or services offered through the platform following the modifications, updates or amendments to this policy, you signify your acceptance of such modifications, updates or amendments.

3. SUBSCRIPTION, AUTO-RENEWALS AND TERMINATION

   3.1 The Service uses a subscription model for which a Subscriber will register for an Account and it will be periodically billed the Subscription Fee based on the Subscription Plan.

   3.2 All sales and services taxes applicable to the Service shall be borne by you and the amount of applicable taxes payable will be displayed in the invoices.

   3.3 Subscriber hereby authorize AFV to charge periodically in advance for the Subscription Fee and for all applicable taxes and until termination or cancellation of either the Subscription Plan or his/her Account.

   3.4 Subscriber agrees that the Subscription Plan will automatically renew for successive periods unless it is cancelled before it renews in order to avoid billing of the next periodic Subscription Fee to his/her account.

   3.5 Subscriber may upgrade his/her Subscription Plan at any time during the subscription but if he/she wish to downgrade his/her plan he/she has to cancel the subscription and re-subscribe for the desired package.

   3.6 The prices, features, and options of the Service depend on the Subscription Plan selected by Subscriber as well as any changes instigated by Subscriber. For example: (a) if Subscriber adds Account Administrator(s), AFV will charge the applicable subscription amount for each additional Account Administrator; or (b) if Subscriber sends more eBundles than are included in the Subscription Plan, AFV may charge for additional bundles or assign Subscriber to a new Subscription Plan. Subscriber may also purchase optional services on a periodic or per-use basis. AFV may change the prices for or alter the features and options in a particular Subscription Plan without notice.

   3.7 Subscriber agrees that AFV may at any time, without prior notice to Subscriber, terminate its subscription upon which the Service shall cease. The termination shall be without prejudice to any rights and obligations under or in relation to these Terms which may have accrued to a party against another such as a pro-rated refund of unused Subscription Plan, which shall be the exclusive remedy of Subscriber.

   3.8 A Signer will not be charged any fees.

4. ELIGIBILITY AND LIMITED LICENSE

   4.1 Eligibility. You represent and warrant that you are: (a) of legal age (18 years of age) and competent to agree to these Terms; If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “Subscriber”, "you" and "your" in these Terms, except for in this sentence, also refer to that organization or entity). AFV reserves the right to request for any documentation in support of your registration of an Account.

   4.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the TrueSigner™ Solution platform for your personal or internal business purposes and only as expressly permitted by your Subscription Plan and Subscription Fees paid (if applicable). You shall not use or permit use of the platform for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

5. SERVICE LEVEL

   5.1 Service Level. During the term of the subscription by Subscriber, AFV shall exercise its best endeavour to ensure that the service level availability of the Service shall exceed 95% on a monthly cumulative basis. The service availability shall be deemed to be affected upon the occurrence of an Unscheduled Downtime.

   For the purpose of this clause, “Unscheduled Downtime” refers to any disruption of or interruption in the access to the TrueSigner™ Solution platform, excluding disruptions and interruptions occurring in whole or in part as a result of or in connection with any one or more of the following:

   (i) any scheduled maintenance outage for the performance of maintenance services carried out by AFV on the Data Centre Core Network, hardware equipment, software systems;

   (ii) any failure by Subscriber to maintain or to ensure that the Subscriber’s equipment and/or internet connection is maintained in good working condition;

   (iii) any breach of or failure by Subscriber to perform any of its obligations under this Agreement;

   (iv) any other act or omission of Subscriber, its employee, servants and/or agents, or of any entity over which Subscriber has control or has the right to control; or

   (v) any act or omission of any third party.

   5.2 Support. Other than the above, our technical support shall be limited to off-site support within 09:00 and 18:00 (GMT+8 Malaysia time), Monday through Friday excluding public holidays in Malaysia (“Working Hours”).

6. LIMITATIONS OF USE AND USER ACKNOWLEDGEMENT

   TrueSigner™’s provision of the Service is conditional upon your acknowledgement of and agreement to the following:

   6.1 TrueSigner™ Solution facilitates the execution of electronic documents between the parties to those electronic documents. Nothing in these Terms may be construed to make AFV a party to any electronic document processed through TrueSigner™ Solution, and AFV makes no representation or warranty regarding the transactions sought to be effected by any electronic signatures;

   6.2 Between AFV and Subscriber, Subscriber has exclusive control over and responsibility for the content, quality, and format of any electronic document. Without limiting the foregoing, all electronic documents, together with any messages included within an eBundle, stored by AFV on the System are maintained in an encrypted form, and AFV has no control of or access to their contents except to the extent access is requested in writing and made available by Subscriber to AFV;

   6.3 Certain types of agreements and documents may be legally unsuitable for electronic signature, or may be subject to specific regulations made known by various government agencies regarding electronic and/or digital signatures and electronic records. AFV is not responsible or liable to determine whether any particular electronic document is (i) subject to an exception to applicable electronic signature laws or regulations; or (ii) can be legally formed by electronic or digital signatures and you agree that your use of the Service is entirely at your own risk.

   6.4 All electronic documents uploaded by Subscriber in our System will, unless otherwise deleted, be stored for up to 90 days (“Storage Period”), whereupon the relevant electronic document(s) will be automatically deleted from the System. We will alert you of the impending expiry of the Storage Period ten (10) days before the expiry date. Save as provided herein, AFV is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes and Subscriber is advised to download and store their electronic documents as soon as practicable upon their creation, and before the automatic removal by AFV from the System. Further, AFV is not responsible for or liable to produce any of Subscriber’s electronic documents or other documents to any third parties.

   6.5 Subscriber agrees that its assigned Account Administrator(s) has authority to provide AFV with and accept from AFV any required authorizations, requests, or consents on behalf of Subscriber with respect to Subscriber’s Account;

   6.6 Subscriber agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its personnel to AFV in relation to the Services, including without limitation instructions through its Account as made by the assigned Account Administrator(s);

   6.7 Subscriber may choose to utilize a digital signature service provider or block-chain identification service provider that authenticates a Signer’s identity or the authenticity of an electronic document in the process of using the Service. If that digital signature service, or block-chain process is provided by anyone other than AFV, then even where the, service or process is chosen from a menu from within the TrueSigner™ Solution, Subscriber agrees that it is solely responsible for determining the reliability, validity, and legality of that third party digital certificate, service, or process and agrees that AFV is not responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal.

7. eBUNDLE STORAGE AND DELETION

   7.1 Completed electronic documents. During the period of a Subscription Plan, AFV will send and store electronic documents according to the terms of the Subscription Plan. However, AFV may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of TrueSigner™ Solution. Subscriber, through its Account Administrator(s), may retrieve and store copies of completed electronic documents for storage outside of the System at any time during the Subscription Term.

   7.2 Uncompleted electronic documents. AFV may, at its sole discretion, delete uncompleted electronic documents from the System immediately and without notice upon the earlier of: (a) expiration of the eBundle (where Subscriber has established a due date for such eBundle, not to exceed 365 days); or (b) expiration of the Subscription Term. AFV assumes no liability or responsibility for a party’s failure or inability to electronically sign any electronic documents within such period of time.

   7.3 Deletion. AFV may delete an Account and Subscriber Data, including without limitation electronic documents (whether signed or not), upon the expiration of the Subscription Term or termination as described in Section 3.7 of the Terms. In addition, AFV may delete electronic document(s) in a Subscriber Account at the explicit direction of such Subscriber and such deletion may also result in the deletion of such electronic document(s) from a Signer’s link to sign. Signer hereby acknowledges that any electronic document(s) sent by a Subscriber to Signer shall be deleted from the Signer’s link to sign when such sending Subscriber deletes electronic document(s) from the sending Subscriber(s) Account. Subscriber acknowledges its responsibilities regarding Subscriber Data under Section 8 below and hereby agrees that it is solely responsible for maintaining, if desired, backup copies of its electronic documents (including backup copies stored outside of TrueSigner™ Solution) and further agrees that AFV is not responsible for: a) storing electronic documents in a Signer Account after a sending Subscriber order purge of such electronic documents; or b) maintaining backup storage of electronic documents on behalf of Signer.

   7.4 Retention of Transaction Data. AFV may retain Transaction Data for as long as it is has a business purpose to do so or within the parameters set by the relevant authorities.

8. INFORMATION SECURITY AND PERSONAL DATA

   TrueSigner™ Solution provides Subscriber with certain features and functionalities that Subscriber may elect to use, including the ability to retrieve and download electronic documents in the System. Subscriber is responsible for properly: (a) configuring TrueSigner™ Solution; (b) using and enforcing controls available in connection with TrueSigner™ Solution (including any security controls); and (c) taking such steps, in accordance with the functionality of TrueSigner™ Solution, that Subscriber deems adequate to maintain appropriate security, protection, deletion, and backup of Subscriber Data, which include controlling the management of Account Administrator’s access and credentials to TrueSigner™ Solution, controlling Subscriber Data that is processed by TrueSigner™ Solution, and controlling the archiving or deletion of electronic documents in the System. Subscriber acknowledges that AFV has no obligation to protect Subscriber Data that Subscriber elects to store or transfer outside of TrueSigner™ Solution (e.g., offline or on-premise storage).

9. ACCOUNTS & ORGANIZATIONAL ADMINISTRATION

   Each Account is associated with a single email address. If the domain of the primary email address associated with an Account is owned by a legal entity and was assigned to Subscriber as an employee, contractor or member of the Entity, such as yourname@youremployer.com or yourname@nonprofit.org (“Entity Email Address”), Subscriber grants that Entity and its Account Administrator(s) permission to: (a) identify Accounts created with an Entity Email Address; and (b) restrict or terminate access to an Account created with an Entity Email Address. Subscriber acknowledges and agrees that AFV may assist a Subscriber with such administration.

10. SUBSCRIBER CONTENT

    10.1 Where the Service allows you to upload content to or via the Service, including documents, video, audio, images, folders, data, text, and other types of works (“Subscriber Content”) and to display, transmit, record, and store Subscriber’s Data on or via the Service, you will retain any copyright and other proprietary rights that you may hold in the Subscriber Content that you upload to the Service. You warrant and represent to AFV and its affiliates that you inform how and why you and the Service collect Subscriber Data and what kind of Subscriber Data will be collected when your users or Signers interact with the Service, and that you and/or your users or Signers have obtained all the necessary and explicit consent and authorization from your users and/or Signers and/or any third party (as applicable and necessary), before using the Service (including the recording and/or storage features), for AFV to provide the Service for you or your users.

    10.2 By using the Service, you grant AFV a worldwide, non-exclusive, irrevocable, royalty-free, fully paid, transferable right and license (with the right to sublicense) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify for the purpose of formatting for display, and distribute your Subscriber Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

    10.3 AFV disclaims any and all liability in connection with Subscriber Content. You are solely responsible for the Subscriber Content and the consequences of providing it via the Service. By providing the Subscriber Content via the Service, you affirm, represent, and warrant that:

    (a) you are the creator and owner of the Subscriber Content, or have the necessary licenses, rights, consents, and permissions to authorize AFV to use and distribute your Subscriber Content as necessary to exercise the licenses granted by you in this Clause, in the manner contemplated by AFV the Service, and these Terms;

    (b) your Subscriber Content, and the use of your Subscriber Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any legitimate right of your users or any third party, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, any other intellectual property/proprietary right, right to give and withdraw consent, or any other data protection right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause AFV to violate any law or regulation; and

    (c) your Subscriber Content shall not be profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate and/or illegal.

    10.4 We do not control and does not have any obligation to monitor: (a) Subscriber Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that AFV reserves the right to, and may at any time monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time AFV chooses to monitor the content, AFV assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

11. WARRANTY & LIABILITY

    11.1 AFV warrants to Subscriber that it is the owner of all Intellectual Property Rights in TrueSigner™ Solution and has all the rights concerning the software necessary to grant Subscriber a non-exclusive, non-transferable and non-sublicensable license to use the Service for the duration of its subscription.

    11.2 AFV, however, does not warrant that the platform or the functions contained in the Service will be uninterrupted or error-free that defects will be corrected.

    11.3 AFV makes no warranties or representation as to the accuracy of the content of the platform and shall under no circumstances be liable to Subscriber for any indirect, incidental, consequential, indirect, or punitive damages that result of the use of, or the inability to use, the functions on this platform, even if AFV have been advised of the possibility of such damages. To the fullest extent permitted by law, in no event shall AFV be liable to Subscriber and/or Signer or any users for using the functions of and accessing this platform.

    11.4 You agree to indemnify, defend, and hold AFV and its affiliates, officers, directors, agents, service providers, partners, and employees harmless from any claim, demand or allegation made by any third party, and all related losses, damages, liabilities, costs and expenses (including our legal fees on a solicitor-client basis), that it is any way related to:

    (a). your use of the Service;

    (b). any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service and your content on the Service; and

    (c). your breach of any representation, warranty or covenant included in these Terms.

    The foregoing indemnity provision shall be in addition to and not in lieu of any other indemnification obligations set forth in these Terms.

12. INTELLECTUAL PROPERTY RIGHTS

    The TrueSigner™ website, platform, and Service is owned and operated by AFV. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements (“Materials”) provided by AFV are protected by intellectual property and other laws. All Materials are the property of AFV or its third party licensors.

    Intellectual property rights in the TrueSigner™ website, platform and the Service, including but not limited to the “TrueSigner” trademark, trade names, service marks, logos, domain names and the like (“TrueSigner Marks”) belong exclusively to AFV. Other than expressly provided otherwise in these Terms, nothing herein grant you any right, title, license, or interest in any intellectual property owned or licensed by AFV, including (but not limited to) our website, platform, the Service, Materials, or the TrueSigner Marks.

    Software or applications available for downloading through the Service is the copyrighted work of AFV. Unauthorized reproduction or distribution of the software or application is expressly prohibited by law, and may result in civil and criminal penalties.

13. ARCHIVING AND STORAGE OF RECORDED COMMUNICATIONS

    You acknowledge and understand that there are laws governing the electronic recording of communications and that AFV will not be liable for any illegal use by you of the Service. You should carefully review your own circumstances when deciding whether to use the recording features of the Service and it is your responsibility to determine if the electronic recordings are legal under applicable laws. In addition, you acknowledge that the storage and maintenance of recorded communications is not guaranteed by AFV and agree that AFV will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with respect to the loss or deletion of recorded communications.

14. REGISTRATION FOR DIGITAL CERTIFICATE (IF APPLICABLE)

    14.1 A Signer may be required to register for and maintain a valid digital certificate from a certification authority licensed under the Digital Signature Act 1997 in the process of using for the purposes in order to use the Service. Signer shall be bound by and shall adhere to the applicable subscription terms and conditions as may be imposed and varied by the relevant licensed certification authority from time to time, and to submit to us all requisite information or documents to enable us to apply on your behalf for issuance of the digital certificate. You represent and warrant that all information and documents submitted by you are complete, true, valid and up-to-date, and you hereby grant us and the relevant licensed certification authority the right to verify the information and documents submitted by you from whatever sources we (or the relevant licensed certification authority) consider appropriate.

    14.2 Upon issuance of the digital certificate, the authorised user named in the certificate shall exercise reasonable care to retain control of the private key and prevent its disclosure to any person not authorised to create and use the authorised user’s digital signature. AFV shall not be responsible and liable for any loss or damage caused by reliance on a false or forged digital signature of an authorised user.

    14.3 Each authorised user’s access to and use of our digital signature solution system will be suspended upon the expiry of the digital certificate and all authorised users are advised to renew their digital certificate in a timely manner to avoid any interruption in using the digital signature solution system. AFV shall not be liable in any way for any loss or damage caused by the authorised users’ failure or default in renewing and maintaining the validity of their digital certificate.

15. APPLICABLE LAW & JURISDICTION

    The laws applicable to these Terms shall be the laws of Malaysia and parties hereby submit to the exclusive jurisdiction of the courts of Malaysia.

16. MODIFICATIONS

    We reserve the right to change, modify, or update our website and platform at any time, to impose additional restrictions or limitations on the Service (including, without limitation, the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on AFV’s servers on your behalf), or to change, modify or update the fees charged for all or a portion of the Service. You agree that AFV has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. AFV may decide what features to include in the Service and whether to make them optional or mandatory. You further acknowledge that AFV reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

17. ASSIGNMENT

    16.1 We reserve the right to assign all or any part of our rights or novate all or any part of our rights and/or obligations under or in relation to these Terms to any person or entity (including our affiliates) without any prior consent from or notice to you and without any liability to you or any third party.

    16.2 You are not permitted to assign or novate in whole or part any rights or obligations under or in relation to these Terms to any person or entity.