License Agreement

RCDevs YumiPass License Agreement

This RCDevs YumiPass License Agreement (“Agreement”) executed by and between RCDevs Identity SA having its principal place of business at 1 Boulevard du Jazz, L-4370, Esch-sur-Alzette, Luxembourg (“RCDevs”, “we”, “us,” and “our”) and you (the “Customer”, “you” and “your”)
entitles the Customer to use the YumiPass Service defined in clause 1 below, subject to the terms and conditions mentioned below.
RCDevs and the Customer are here below collectively and individually referred to as the “Parties” or “Party.”

IMPORTANT: READ CAREFULLY:
By using the YumiPass Service, you fully accept the present Agreement. If you do not agree, you shall not use the YumiPass Service.

01

Definitions

  • “Customer Data” means any content, materials, data, and information that the Customer enters into the YumiPass Service or data that is generated from the Customer’s use of the YumiPass Service, including, but not limited to, any personal data about the Customer, Signature Project signers, and information contained in Content.
  • “Documentation” means YumiPass’s then-current technical and functional documentation for the YumiPass Service as made generally available by RCDevs.
  • “YumiPass Service” means the services that can be accessed on the Site by the Customer pursuant to the Agreement, including online display, certified delivery, acknowledgement, electronic signature, and storage services for Content via the Internet.
  • “Content” refers to all contents you upload, create, submit, distribute, receive, and/or post to the Services, including but not limited to a contract, notice, disclosure, or other record or document deposited into or received from the YumiPass Service by the Customer for processing.
  • “YumiPass Signature” or “YumiPass Signatures” means the on-demand YumiPass Service electronic signature.
  • “Site” means the website of YumiPass located at yumipass.com, and other select YumiPass domains owned by RCDevs.
  • “System” means the hardware, software, and equipment used by RCDevs or its agents to make available the YumiPass Service via the Internet.
  • “Signature Project” means the YumiPass workflow which consists of the management of a document signature process.
  • “Started Signature Project” means a Signature Project when its status value is ‘started’.
  • “Completed Signature Project” means a Signature Project when its status value is ‘completed’.
  • “Expired Signature Project” means a Signature Project when its status value is ‘expired’.
  • “Cancelled Signature Project” means a Signature Project when its status value is ‘cancelled’.
  • “Not Started Signature Project” means a Signature Project when its status value is ‘not started’.
  • “Declined Signature Project” means a Signature Project when its status value is ‘declined’.
  • “Maximum Free Signature Projects” means the maximum number of Signature Projects you can start at no cost.

02

Right to Use

The YumiPass Service is offered subject to your acceptance of the terms and conditions contained in this Agreement and in all other operating rules, policies, and procedures that may be published from time to time by RCDevs related to the YumiPass Service, which shall be incorporated herein by reference.

Subject to your compliance with the terms and conditions of this Agreement, RCDevs grants you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the YumiPass Service and the Documentation.

 

03

The Scope of Use of the Services

a) Your Account
To sign up, access, and/or use the YumiPass Service, you must create an account (an “Account”). The creation of your Account requires you to:
(i) accept the terms and conditions of this Agreement,
(ii) provide your electronic mail address,
(iii) provide your full name,
(iv) provide your mobile phone number,
(v) provide your country, and
(vi) submit any other form of authentication required during the registration process, as determined by RCDevs in its sole and absolute discretion.

You shall not use the electronic mail and/or mobile phone of another person without their authorization.

You must provide accurate and complete information and keep your Account information updated. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your Account is non-transferable and may not be sold, combined, and/or otherwise shared with any other person. If you violate the terms of this Agreement, we may terminate your Account immediately.

You must notify us immediately of any change in your eligibility to use the YumiPass Service, breach of security, and/or unauthorized access to and/or use of your Account. You should never publish, distribute, and/or post login information for your Account.

You agree not to create an Account and/or use the YumiPass Service if you have been previously removed by us and/or banned from the YumiPass Service.
You agree that RCDevs will not be liable for any acts and/or omissions by you, including, without limitation, any damages of any kind incurred as a result of such acts and/or omissions.
You agree that RCDevs will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the YumiPass Service.
The sign-in to your Account requires secure authentication. You agree that RCDevs is not responsible for delivery problems of push notifications, SMS, or electronic mail.

b) The Content
The YumiPass Service allows you to create and manage authentication workflows. You will deposit Content into the YumiPass Service for processing. Nothing in this Agreement may be construed to make RCDevs a party to any Content processed through YumiPass, and RCDevs makes no representation or warranty regarding the transactions sought to be effected by any Content.

You have exclusive control over and responsibility for the content, quality, and format of any Content. Content stored by the YumiPass Service on the System is maintained in an encrypted form, and RCDevs has no control over or access to its contents.

Certain types of agreements and documents may be excepted from electronic authentication laws or may be subject to specific regulations promulgated by various government agencies. RCDevs is not responsible for determining whether any particular Content is:

(i) subject to an exception to applicable electronic authentication laws;
(ii) subject to any particular agency promulgations; or
(iii) legally valid when authenticated electronically.

RCDevs is not responsible for determining how long any authentication records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, RCDevs is not responsible for providing Content or other documents to third parties.
Certain consumer protection or similar laws or regulations may impose special requirements on electronic transactions. RCDevs does not and is not responsible for:
(i) determining whether any particular transaction involves a consumer;
(ii) furnishing or obtaining any required consents;
(iii) providing any information or disclosures in connection with obtaining consents;
(iv) providing legal review or updating information or disclosures;
(v) providing copies or access to records, except as expressly provided in the Documentation; or
(vi) otherwise complying with such special requirements.

c) Storage of Authentication Records
The YumiPass Service allows you to archive authentication records of completed authentication workflows on the System. However, the allocated storage space is limited, and RCDevs may, at its sole discretion, change this limit at any time. The Customer may retrieve and store copies of authentication logs outside of the System at any time and may delete records from the System at its own discretion.
If you exceed the allocated storage space, you will not be authorized to store new authentication records. If, for any reason, you exceed your allocated storage, RCDevs may, at its sole discretion, delete the contents of your Account.

RCDevs may, at its sole discretion:

(i) archive authentication records of completed authentication workflows automatically, and/or

(ii) delete expired or canceled authentication workflows and their associated records from the System immediately and without notice.

RCDevs reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the YumiPass Service, including, without limitation, limits on storage based on space, time, number, or size of files, amount of data, and/or other criteria RCDevs may specify.

RCDevs shall not be liable for any loss, deletion, removal, and/or failure of delivery of authentication records, whether caused by technical issues, unauthorized access, or other factors. You are encouraged to retain a backup copy of all authentication logs.

d) Third-Party Storage
The YumiPass Service allows you to store authentication logs on third-party storage services. RCDevs is not responsible for the services provided by such third parties, and their storage services are not subject to this Agreement. You must contact the third party for their terms and conditions of use.

e) Authentication Packs
You can use the YumiPass Service freely for non-commercial purposes and within the limits of free authentication transactions authorized by the YumiPass Service. RCDevs may, at its sole discretion and without notice, change the number of free transactions.
If you use the YumiPass Service for commercial purposes or exceed the free authentication transaction limit, you must purchase authentication packs available on the YumiPass web store.

f) Exclusions
Push notification delivery problems caused by Apple or Google (which do not provide SLA guarantees for push notifications) are not covered by this Agreement.
Any issues with SMS or email message delivery when using SMS or email-based authentication are also not covered by this Agreement.

04

Customer Obligations and Restrictions on License

You shall not, and shall not permit others to, do the following with respect to the YumiPass Service:

  • Use the YumiPass Service in a way that circumvents contractual usage restrictions or exceeds authorized usage.
  • License, sub-license, sell, re-sell, rent, lease, transfer, distribute, or otherwise make any portion of the YumiPass Service available to third parties.
  • Reverse engineer, decompile, disassemble, copy, or attempt to derive the source code of any part of the YumiPass Service.
  • Use the YumiPass Service in a manner that infringes on third-party rights, including intellectual property, privacy, or contract rights.
  • Interfere with or disrupt the YumiPass Service or attempt to gain unauthorized access to it.

05

Suspension of Access

RCDevs may suspend your use of the YumiSign Service, disable your Account, or remove any Content if it believes in good faith that you have violated this Agreement. RCDevs will make reasonable efforts to notify you before taking such actions unless:

  • It is legally prohibited from doing so due to applicable laws or legal processes (e.g., court orders or government mandates).
  • Immediate action is necessary to prevent harm to the YumiSign Service or third parties.

If RCDevs delays notification for any of the above reasons, it will provide notice once these restrictions no longer apply.

06

Intellectual Property Ownership, Reservation of Rights

Title, copyright, ownership rights, and any other intellectual property rights in and to YumiPass Service, including its Documentation, and each copy thereof are and shall remain the only and absolute property of RCDevs. Except as expressly stated herein, this Agreement does not grant the Customer any intellectual property rights in the YumiPass Service, and all rights not expressly granted are reserved by RCDevs.
You hereby assign to RCDevs all right, title, and interest in and to any recommendations, suggestions, enhancement requests or other feedback provided by you to RCDevs concerning the YumiPass Service (“Feedback”), and RCDevs is free to make unrestricted use of the Feedback without any necessity of payment to you.

07

Commencement and End of the Agreement

Term. The term of this Agreement begins on the date you accept it and continues until the removal of your Account by you or by us. If you wish to terminate your Account, you may delete your Account by following the instructions through your Account. We may terminate your Account and/or your access to and/or use of all or any part of the YumiPass Service at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of your Content from the System. You agree that RCDevs will not be liable to you or to any third party for such removal.

Effect of Termination. If this Agreement expires or is terminated for any reason:
(a) any and all of your liabilities to RCDevs that have accrued before the effective date of the expiration or termination will survive;
(b) licenses and use rights granted to you with respect to the YumiPass Service and intellectual property will immediately terminate;
(c) RCDevs’ obligation to provide any further services to you under this Agreement will immediately terminate.

08

Customer Indemnification Obligations and Waiver

Indemnification. You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to:
(i) your use and/or inability to use the YumiPass Service;
(ii) your Content;
(iii) your violation of the terms of this Agreement;
(iv) your violation of any rights of a third party through use of the YumiPass Service;
(v) the nature and content of all customer data processed by the YumiPass Service;
(vi) fraud you commit and/or your intentional misconduct and/or negligence;
(vii) your interaction with any other user; and/or
(viii) your use of the YumiPass Service that is in violation of any applicable privacy law.

Waiver. You hereby forever discharge and release us, our affiliates, and each of our and their respective employees, contractors, directors, suppliers, and representatives from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to:
(i) the YumiPass Service;
(ii) any inaccurate, incomplete, unreliable, illegal, or infringing content posted on the YumiPass Service, whether caused by us or any user of the YumiPass Service, or by any of the equipment or programming associated with or utilized in the YumiPass Service;
(iii) the conduct, whether online or offline, of any user;
(iv) any injury, loss, or damage caused by another user or user content posted on the YumiPass Service, whether online or offline; and
(v) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the YumiPass Service users’ communications.

09

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RCDevs, HIS OFFICERS, EMPLOYEES AND/OR LICENSE PROVIDERS BE HELD LIABLE TO YOU OR ANYONE ELSE FOR ANY LOST PROFIT, REVENUE, SAVINGS AND/OR SALES, AND/OR FOR ANY LOSS OF DATA, AND/OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS AND/OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND/OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, PUNITIVE, SPECIAL AND/OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE SOFTWARE, EVEN IN THE EVENT THAT RCDevs OR HIS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES AND BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF RCDevs, HIS OFFICERS, HIS EMPLOYEES AND/OR LICENSE PROVIDERS IN SUCH CIRCUMSTANCES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO RCDevs IN CONNECTION WITH THE YumiPass Service IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

10

Disclaimer of warranties

THE CUSTOMER ACKNOWLEDGES THAT THE YumiPass Service, DOCUMENTATION AND SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER RCDevs, HIS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. RCDevs SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE FROM RCDevs OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE YumiPass Service, DOCUMENTATION AND SITE WILL COMPLY WITH THE CUSTOMER’S REQUIREMENTS OR THAT THE YumiPass Service OPERATION, DOCUMENTATION AND SITE WILL BE SMOOTH AND FREE OF ERRORS, OR COMPATIBLE WITH PRE-EXISTING EQUIPMENT OR SOFTWARE. YOU ASSUME FULL LIABILITY AND RISK FOR SELECTION OF THE YumiPass Service TO ACHIEVE RESULTS INTENDED BY YOU AND FOR THE INSTALLATION, USE AND RESULTS THAT YOU WILL ACHIEVE WITH THE YumiPass Service.

YOU ACKNOWLEDGE AND AGREE THAT RCDevs UNDERTAKES WARRANTY FOR ONLY THAT WITHIN THE EFFECT OF THIS AGREEMENT, THE YumiPass Service WILL GENERALLY PROVIDE THE FUNCTIONS DETERMINED IN THE DOCUMENTATION.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE YumiPass Service, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RCDevs AND/OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY.

11

Customer Warranties

You hereby represent and warrant to RCDevs that:
(a) you have all requisite rights and authority to use the YumiSign Service under this Agreement and to grant all applicable rights herein;
(b) you are responsible for all use of the YumiSign Service associated with your Account;
(c) you agree to immediately notify us of any unauthorized use of your Account of which you become aware;
(d) you agree that RCDevs will not be liable for any losses incurred as a result of a third party’s use of your Account, regardless of whether such use is with or without your knowledge and consent;
(e) you will use the YumiSign Service for lawful purposes only and subject to this Agreement;
(f) any information you submit to YumiSign Service is true, accurate, and correct; and
(g) you will not attempt to gain unauthorized access to the System or the YumiSign Service, other accounts, computer systems, or networks under the control or responsibility of RCDevs through hacking, cracking, password mining, or any other unauthorized means.

12

No Further Obligations

This Agreement imposes no obligations on RCDevs except for the obligations specifically listed in this Agreement.

13

Applicable Law

This Agreement shall be governed by and construed in accordance with Luxembourg law. You expressly agree that exclusive jurisdiction for any claim or dispute with RCDevs or relating in any way to your use of the YumiPass Service resides in Luxembourg, and you further agree and expressly consent to the exercise of the personal jurisdiction in courts of competent jurisdiction in Luxembourg in connection with any such dispute or claim.

14

General Provisions

If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein.
This Agreement represents the single and entire Agreement between RCDevs and you concerning the subject matter hereof.

15

Confidentiality

During the term of this Agreement, RCDevs will collect some personal data such as your name, your electronic mail, your address, your phone number and your location for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. You expressly consent to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. Any person concerned by such private data collection can contact RCDevs anytime at [email protected] to access, modify, or delete their information.

You agree to receive electronically all communications, agreements, and notices that we provide in connection with any YumiPass Service (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the Site or through any RCDevs services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing.
You allow RCDevs to list and disclose your company name for marketing purposes.

16

Miscellaneous

Force Majeure. Except for payment obligations, neither RCDevs nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, pandemics, terrorism, and governmental action.

Assignment. You may not assign your rights under the terms of this Agreement to any other party without RCDevs’ express prior written consent. RCDevs may assign its rights under the terms of this Agreement without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

Survival. All provisions of the terms of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of Content, ownership provisions, warranty disclaimers, indemnity provisions, and limitations of liability.

17

Amendments to this Agreement

RCDevs may at any time amend, delete, or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the Site. It is your responsibility to review the terms of this Agreement frequently and to remain informed of any changes to them. A Change will be made unilaterally by RCDevs, and you will be deemed to have accepted the Change. If you do not agree with the Change, you shall not use the YumiPass Service after the effective date of the Change. The then-current version of the terms will supersede all earlier versions. You agree that your continued use of the YumiPass Service after such Change has been published will constitute your acceptance of such revised terms and operating rules, policies, and/or procedures.

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