Currently we are not accepting new participants into our Early Access Program. Our current focus is on ensuring the best possible experience for our existing participants.
These Tresorit eSign Early Access Program Terms ("EAP Terms") apply to and govern your participation in the Tresorit eSign Early Access Program and your use of the Tresorit eSign Early Access Services ("Esign EA Services").
The eSign EA Services are provided by Tresorit AG, having its registered seat at Franklinstrasse 27, 8050 Zurich, Switzerland ("Tresorit"). By accessing to and using the eSign EA Services, you agree to these EAP Terms between you and Tresorit. If you are agreeing to this EAP Terms not as an individual but on behalf of your organization, this EAP Terms will bind your organization and "you" in these EAP Terms will refer to both you and that organization.
The use of the eSign EA Services is conditional upon the acceptance of these EAP Terms and your registration to the Tresorit Services. If you do not agree to these Terms, you must not access or use the eSign EA Services.
1.2 Within the framework of the eSign EA Service, you may elect to use EU qualified electronic signatures ("EU QES") for the execution of electronic documents stored within the Tresorit Services. To use EU QES, you understand and acknowledge that you must accept additional conditions of the trust service provider.
1.3 You understand and acknowledge that the eSign EA Services are still subject to testing and evaluating, and accordingly, considered as a "Beta Service" under the Tresorit Terms of Service. In particular, you understand and acknowledge that (i) you choose to use the eSign EA Services at your sole discretion and AT YOUR OWN RISK; (ii) eSign EA Services are being provided on an “AS IS” or “AS AVAILABLE” basis; (iii) eSign EA Services may not be supported and may be changed at any time without notice; (iv) eSign EA Services may not be as reliable or available as other Tresorit Services.
1.4 Tresorit is not obliged to create, distribute, or otherwise offer a generally available version of the eSign EA Services ("GA Service"). You acknowledges and agree the GA Service may perform in a manner different from the eSign EA Services, and may be subject to specific terms and limitations.
2.1 Subject to these EAP Terms, Tresorit grants you a limited, non-exclusive, non-transferable, revocable license to access and use the eSign EA Services for the purposes of evaluation and feedback ("Purpose"). Access to and use of the Services is restricted to the specified number of Company Administered Users permitted, and the limitations set out here. If Customer exceeds the relevant Limitation, Customer’s use of the eSign EA Services may be reduced so that it conforms to that limit.
2.2 You will not and will not permit any third party to: (i) license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the eSign EA Services to any third party; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the eSign EA Services except for the scope in which such limitation is explicitly prohibited by law; (iii) access the eSign EA Services for competitive purposes or use the eSign EA Service for your own product development efforts; (iv) use the eSign EA Services in a manner that violates the rights, such as the intellectual property rights or privacy rights, of any third party, or violates applicable laws and regulations; or (v) use or permit the eSign EA Services to be used in any manner that is likely to damage, disable, overburden, or impair the eSign EA Services or its related systems and networks.
3.1 As part of using the eSign EA Services, you agree to provide ongoing feedback, ideas, comments, enhancement requests, recommendations or suggestions concerning the operational and functional capabilities of the eSign EA Services ("EAP Feedback"). You acknowledge that Tresorit owns all EAP Feedback provided, and if needed for any reason, you hereby also grant to Tresorit a perpetual, non-revocable, royalty-free worldwide license to use and otherwise incorporate any EAP Feedback into any of Tresorit Services without any obligation to you.
3.2 You agree to receive related correspondence and updates from Tresorit with respect to the eSign EA Services during the EAP Period. You may change your email preferences any time. However, please note that you cannot opt out of receiving certain communications from us which contain necessary information about the eSign EA Services, such as security alerts and legal notices.
4.1 "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential, or a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information which (i) in the public domain not by breach of these EAP Terms, (ii) known by the Receiver at the time of disclosure, (iii) lawfully obtained by the Receiver from a third party other than through a breach of confidence, (iv) independently developed by the Receiver, or (v) expressly indicated by the Discloser as not confidential.
4.2 Each Party will take reasonable precautions to protect the other’s Confidential Information from unauthorized use, access or disclosure and undertakes to use the other Party’s Confidential Information only in connection with the Purpose.
4.3 Unless provided otherwise in these EAP Terms, the Receiver may share the Confidential Information with its Affiliates, officers, employees, representatives, professional advisors, agents and subcontractors ("Permitted Receivers"), but only if they (i) need to know it and (ii) have agreed to keep it confidential and restrict its use to the same extent that the Receiver has. The Receiver is liable for its breach of this Agreement and any act or omission by a Permitted Receiver which would constitute a breach of this Agreement if it were a party to it. The Receiver may share the Confidential Information if legally required but must promptly notify the Discloser of the requirement if legally allowed.
4.4 The Customer agrees and acknowledges that the eSign Early Access Program and eSign EA Services are considered as Confidential Information of Tresorit and the successful release of the GA Service requires Customer to keep all Tresorit data and information disclosed within the framework of the eSign Early Access Program confidential. Customer agrees that no information about the eSign EA Services will be shared with third parties in a way that is or may be detrimental to the goodwill or reputation of Tresorit or the Tresorit Services.
5.1 As between Tresorit and Customer, Customer is responsible for compliance with the provisions of these EA Terms by Company Administered Users and Signatories and for their use of the eSign EA Services. Customer is aware that the use of the eSign EA Services may be subject to the laws of different countries or regions. It is Customer’s responsibility to determine whether the features of the eSign EA Services are appropriate for its intended purposes and the laws and regulations that apply to Customer and the Signatories. Customer is solely responsible for ensuring that the documents, agreements or contracts it process within the framework of the eSign EA Services can legally be formed by electronic signatures and to inform its Signatories accordingly.
5.2 While the use of the eSign EA Service may result in the conclusion of legally binding agreements, the eSign EA Services does not involve the provision of legal services. You understand and acknowledge that Tresorit is not a law firm, and it does not provide any legal advice. If legal advice is needed, you should consult your attorney. Nothing in these EAP Terms may be construed to make Tresorit a party to any of the agreements processed within the framework of the eSign EA Services.
5.3 Any document that is created from a Customer File and submitted for electronic signature within the framework of the eSign EA Services ("Execution Copy") will be stored in accordance with the Terms of Service, as an Encrypted Content. Because of client-side encryption specified in clause 2.1 of the Terms of Service, Encrypted Content cannot be decrypted or inverted by Tresorit, and Customer has exclusive control over and responsibility for the content, quality, and format of Execution Copies. Tresorit is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws or regulations. Further, Tresorit is not responsible for or liable to produce any of Customer’s Execution Copies or other documents to any third parties.
6.1 Customer understands and acknowledges that, to sign documents with EU QES, the authentication of the Signatory and a signature created by a trust service provider meeting the requirements of the Regulation no. 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market ("eIDAS") is required, and Tresorit is not a trust service provider within the meaning of the eIDAS. Customer understands and agrees that in conjunction with Customer’s use of the eSign EA Services, Company Administered Users and Signatories need to use third-party products, services, or software ("Third-Party Service") and the use of such Third-Party Service may be subject to certain restrictions.
6.2 Such Third-Party Services are provided in accordance with the terms of the applicable third-party agreement solely between the trust service provider and you, and you agree to be bound by and adhere to such third-party agreement terms. Tresorit does not provide any aspect of those Third-Party Services, and Tresorit assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services, including with regard to any compatibility issues, errors, or bugs therein. Third-Party Services are provided “AS IS” for your convenience only and Tresorit makes no representation or warranty regarding the Third-Party Services and any modifications, improvements, enhancements, additions, or derivations thereto made or provided by Tresorit.
7.1 Each party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, databases trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, Intellectual Property Rights). Except as expressly set out in these EA Terms, these EA Terms does not grant any right, title, or interest to the Customer with respect to the Services or in any Tresorit Intellectual Property Rights.
Limitation of Liability
9.1 The parties acknowledge and agree that the eSign EA Services are provided free of charge and for the Purpose. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE EAP TERMS, (I) THE TOTAL LIABILITY OF TRESORIT ARISING OUT OF OR RELATED TO THESE EAP TERMS SHALL NOT EXCEED EUR 100; (II) TRESORIT’S SUPPLIERS AND LICENSORS SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES OR OTHERWISE; AND (III) IN NO EVENT SHALL TRESORIT OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF TRESORIT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Tresorit expressly excludes any liability for damages caused mainly or exclusively in connection with the services of the trust service provider if there is a contract between the Customer or the COMPANY ADMINISTERED User OR SIGNATORY and the trust service provider, or if the Customer or THE COMPANY ADMINISTERED User OR SIGNATORY can claim the damage directly from the trust service provider.
9.3 Each provision of these EAP Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these EAP Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these EAP Terms, and each of these provisions will apply even if the warranties in this these EAP Terms have failed of their essential purpose.
10.1 You agree to hold harmless and indemnify Tresorit, including our Affiliates and employees from and against any third party claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these EAP Terms, (ii) your use of the eSign EA Services and/or your participation in the eSign Early Access Program, (iii) the breach of the provisions of a trust service provider, or (iv) your violation of applicable laws, rules or regulations in connection with the eSign EA Services.
Term and termination
11.1 These EAP Terms commence on 29 November 2023 and will continue for the EAP Period, unless earlier terminated in accordance with these EAP Terms or as a result of the release of an applicable GA Service. Your access to and use of a the eSign EA Service is strictly limited to the EAP Period.
11.2 Either party may terminate these EAP Terms with or without cause with a fifteen-day notice. These EAP Terms will also terminate if (i) you materially breach these EAP Terms, or (ii) your access to the Tresorit Services is terminated for any reasons. Tresorit reserves the right to modify or terminate the eSign Early Access Program or the eSign EA Services, in its sole discretion, at any time and without any liability to you. Upon termination or expiration of these EAP Terms, you shall immediately discontinue using the eSign EA Services.
12.1 Tresorit may revise the terms of these EAP Terms from time to time. By continuing to access or use the Services after the amendment enters into effect, you agree to be bound by the revised EAP Terms.
12.2 These EAP Terms are governed by Swiss law, excluding the Swiss conflict of law rules. The parties specifically exclude applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
12.3 Any disputes arising out of or in connection with this agreement shall be decided by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The number of arbitrators shall be one (1) as shall be selected by the ICDR. The place of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.
12.4 These EAP Terms shall be construed in accordance with the provisions of the Terms of Service and any capitalized terms not defined in these EAP Terms shall have the same meaning as in the Terms of Service. In case of any discrepancies between the Terms of Service and these EAP Terms, the provisions of these EAP Terms shall prevail. These EAP Terms only apply to the eSign EA Services and not to any generally available Tresorit Services. The Terms of Service continue to apply in respect of your use of the Tresorit Services.