Terms of Service

1. Agreement and Scope

These Terms of Service (the “Terms”) form a legal agreement between the customer accepting these Terms (“Customer”, “you” or “your”) and Agema A/S (“Agema”, “we”, “us” or “our”) concerning access to and use of EasySignature365, including its web application, Microsoft 365 integrations, documentation, updates and related services (collectively, the “Service”).

By creating an account, connecting a Microsoft 365 tenant, starting a trial, purchasing a subscription, accepting an order or quote that references these Terms, or otherwise using the Service, you agree to be bound by these Terms. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If a written order form, quote, reseller order, data processing agreement or other agreement signed by Agema expressly conflicts with these Terms, the signed document will control solely with respect to that conflict.

2. The Service

EasySignature365 is a cloud-based service for centrally creating, managing, assigning and deploying email signatures for supported Microsoft 365 environments. Features may include template management, Microsoft Entra ID-based user data, group- or user-based assignments, branding and campaign content, and other functionality made generally available by Agema.

The Service supports Microsoft 365 cloud environments and may also be used with hybrid identity environments where on-premises Active Directory identities, groups or attributes are synchronized to Microsoft Entra ID through the Customer’s existing Microsoft synchronization configuration.

The Service depends in part on Microsoft 365, Microsoft Entra ID, Microsoft Graph, Exchange Online, Outlook and other Microsoft services. Changes made by Microsoft to its APIs, authentication mechanisms, clients, features, licensing, availability or technical requirements may affect the Service. Agema is not responsible for failures or limitations caused by third-party services outside Agema’s reasonable control.

3. Right to Use the Service

Subject to these Terms and payment of applicable fees, Agema grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription term to access and use the Service for Customer’s internal business purposes and within the purchased subscription scope.

Customer may permit its employees, administrators, contractors and service providers to use the Service on Customer’s behalf, provided they do so solely for Customer’s benefit and Customer remains responsible for their compliance with these Terms.

No ownership rights in the Service are transferred to Customer.

4. Trial and Evaluation

Agema may provide a free trial or evaluation period. Unless otherwise stated at registration or in an applicable quote, the standard evaluation period is thirty (30) days.

Trial access is provided solely for internal evaluation and may be limited in functionality, capacity or support. Trial services are provided “as is” and, to the maximum extent permitted by law, without warranties. Agema may suspend or terminate a trial when the evaluation period expires or if the Service is used outside the permitted evaluation scope.

A trial does not automatically create a paid subscription unless this is clearly disclosed and accepted as part of the signup or purchasing process.

5. Subscription, Users and Fees

Paid access is provided for the subscription period and scope stated in the applicable order, quote, checkout page or invoice. Pricing may be based on the number of eligible or licensed Microsoft 365 users, subscription tier, tenant, term, or another metric specified at purchase.

Customer must provide accurate information relevant to subscription sizing and permits Agema to use the limited tenant and licensing information reasonably necessary to validate the purchased subscription scope.

Fees are exclusive of VAT, sales tax, withholding tax and similar taxes unless expressly stated otherwise. Customer is responsible for applicable taxes other than taxes imposed on Agema’s net income.

Unless otherwise agreed in writing, invoices are payable according to the payment terms stated on the invoice. Agema may suspend paid access for overdue undisputed amounts after reasonable notice.

6. Renewal and Changes to Subscription

EasySignature365 is provided as a monthly subscription unless otherwise expressly agreed in writing. The subscription renews automatically each month until cancelled.

Customer may cancel the subscription before the next renewal date. Cancellation takes effect at the end of the then-current paid monthly subscription period, and Customer may continue to use the Service until that date.

Agema may change list prices for future subscription periods by providing reasonable advance notice. Any price change will apply no earlier than a subsequent monthly renewal. Fees already paid for a current monthly subscription period are non-refundable except where mandatory law requires otherwise.

7. Microsoft 365 Connection and Permissions

The Service connects to Customer’s Microsoft 365 environment using Microsoft-supported authentication and APIs, including OAuth 2.0 and Microsoft Graph where applicable. Customer is responsible for authorizing the permissions required for the features it chooses to use.

Agema follows the principle of least privilege and seeks to request only permissions reasonably required to provide the Service. The permissions required may change when features are added, Microsoft changes its APIs, or Customer enables additional functionality. Current permission requirements may be described in Agema’s documentation.

Customer represents that it is authorized to connect the relevant Microsoft 365 tenant and to grant the permissions used by the Service.

8. Customer Responsibilities

Customer is responsible for:

• maintaining the security of its administrator accounts, credentials and Microsoft 365 tenant;
• ensuring that only authorized persons administer or access the Service;
• the accuracy and lawfulness of data, images, links, disclaimers, marketing material and other content placed in signature templates;
• obtaining any notices, consents or legal basis required for its use of employee information and marketing content;
• maintaining appropriate Microsoft 365 licenses, supported Outlook clients and Microsoft services required for the Service; and
• testing signature templates and deployment rules before broad production deployment where reasonably appropriate.

Customer is responsible for its own email communications and for determining whether its signatures, disclaimers, banners, tracking links or other content meet applicable legal, regulatory, brand and accessibility requirements.

9. Acceptable Use and Restrictions

Customer must not, and must not permit others to:

• use the Service for unlawful, fraudulent, abusive or malicious purposes;
• attempt to gain unauthorized access to the Service, another customer’s environment, or Agema’s systems;
• circumvent subscription, usage, security or access controls;
• reverse engineer, decompile, disassemble or attempt to derive source code from the Service except to the limited extent such restriction is prohibited by mandatory law;
• copy, modify, create derivative works from, resell, sublicense, rent or commercially exploit the Service except as expressly authorized by Agema;
• use the Service to transmit malware or content that infringes third-party rights; or
• perform security or load testing that could materially impair the Service without Agema’s prior written approval.

Agema may suspend access where reasonably necessary to protect the Service, Microsoft 365 environments, other customers or third parties, or where Customer materially breaches this Section.

10. Data, Privacy and Security

EasySignature365 is hosted on Microsoft Azure. Application and configuration data used by the Service is stored in Microsoft data centers within the European Union, subject to the architecture and subprocessors described in Agema’s applicable privacy and data processing documentation.

EasySignature365 is designed so that Customer’s corporate email content is not routed through Agema. The Service does not require Customer to route corporate email through an Agema smart host, SMTP relay or other external mail-processing service. Corporate email content remains within Customer’s Microsoft 365 environment.

Agema will implement reasonable technical and organizational measures designed to protect information processed by the Service. Agema’s security controls and operational processes may be subject to independent assessment against IT General Controls aligned with recognized control frameworks such as SOC 2 and ISO 27001. Such assessment does not, by itself, constitute SOC 2 attestation or ISO 27001 certification unless Agema expressly states otherwise.

Where Agema processes personal data on Customer’s behalf as a processor, the parties’ applicable Data Processing Agreement (“DPA”) will govern that processing. In the event of a conflict concerning processing of personal data, the DPA will control.

11. Confidentiality

Each party may receive non-public information of the other party that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the parties’ relationship and will protect it using at least reasonable care.

Confidential Information does not include information that the receiving party can demonstrate is publicly available without breach, was lawfully known without confidentiality obligations, was lawfully received from a third party without restriction, or was independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information when required by law, provided it gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

12. Intellectual Property

Agema and its licensors retain all right, title and interest in and to EasySignature365, including the Service, software, documentation, designs, technology, trademarks, know-how and all related intellectual property rights.

Customer retains ownership of Customer-provided content, including logos, graphics, signature content and other materials uploaded or configured by Customer. Customer grants Agema the limited rights necessary to host, process, display and otherwise use such content solely to provide and support the Service.

If Customer provides feedback or suggestions regarding the Service, Agema may use that feedback without restriction or obligation, provided Agema does not identify Customer as the source without permission.

13. Customer Name and Logo

Customer agrees that Agema may use Customer’s name and logo in a roster of EasySignature365 customers, including on the EasySignature365 website and in Agema marketing materials.

14. Service Availability, Maintenance and Support

Agema will use commercially reasonable efforts to make the Service available during the subscription term. Unless a separate Service Level Agreement has been agreed in writing, no specific uptime percentage, response time, resolution time or service credit is guaranteed.

The Service may occasionally be unavailable because of maintenance, upgrades, emergency work, security events, Internet or telecommunications failures, Microsoft service interruptions, force majeure events or other circumstances outside Agema’s reasonable control.

Support is provided through the support channels and during the support hours made available by Agema from time to time. Agema may update, improve, modify or discontinue individual features provided that it does not materially reduce the core functionality of a paid subscription during its then-current term without a reasonable business or security reason.

15. Third-Party Services

The Service interoperates with third-party products and services, particularly Microsoft 365, Microsoft Azure, Microsoft Entra ID, Microsoft Graph, Exchange Online and Outlook. Customer’s use of those services is governed by Customer’s agreements with the relevant third party.

Agema does not control and is not responsible for third-party services. Agema will not be liable for unavailability, data loss, functionality changes, API restrictions or other issues caused by third-party services outside Agema’s reasonable control.

16. Warranties and Disclaimers

For paid subscriptions, Agema warrants that the Service will substantially perform in accordance with its then-current documentation when used in a supported configuration. Customer’s exclusive remedy for a reproducible material breach of this warranty is for Agema, at its option, to use commercially reasonable efforts to correct or work around the nonconformity or, if Agema cannot do so within a reasonable period, terminate the affected subscription and refund prepaid fees for the unused portion of the affected subscription term.

Except for the express warranty above and to the maximum extent permitted by applicable law, the Service is provided “as is” and “as available”. Agema disclaims all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Agema does not warrant that the Service will be uninterrupted or error-free, or that it will remain compatible with every future version or configuration of Microsoft or third-party services.

17. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings or business opportunity, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

Customer is required to take reasonable measures to avoid loss or damage, including maintaining appropriate backup copies of valuable data and configuration under Customer’s control. To the maximum extent permitted by applicable law, Agema shall not be liable for loss of data, business information, or other information resulting from Customer actions, third-party services, Microsoft 365, or circumstances outside Agema’s reasonable control.

To the maximum extent permitted by applicable law, Agema’s aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees paid or payable by Customer for EasySignature365 during the six (6) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability that mandatory applicable law requires to remain unlimited.

18. Indemnification

Customer will defend and indemnify Agema against third-party claims, damages and reasonable costs arising from Customer-provided content, Customer’s unlawful use of the Service, or Customer’s material violation of third-party intellectual property or privacy rights, in each case to the extent caused by Customer.

Agema will defend Customer against a third-party claim that the unmodified EasySignature365 Service, when used as permitted under these Terms, directly infringes that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement by Agema. Agema may, at its option, modify or replace the affected Service or terminate the affected subscription and refund prepaid fees for the unused portion. This obligation does not apply to claims caused by Customer content, unauthorized modifications, combination with items not supplied by Agema, or continued use after Agema has provided a non-infringing alternative.

Indemnification obligations are conditioned on prompt notice of the claim, reasonable cooperation, and the indemnifying party having control of the defense and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without its consent.

19. Suspension and Termination

Either party may terminate an applicable subscription for material breach if the other party fails to cure the breach within thirty (30) days after written notice, or immediately where the breach is incapable of cure. Agema may suspend access sooner where reasonably necessary to address a security threat, unlawful use, material violation of the Acceptable Use provisions, or overdue undisputed fees.

Upon expiration or termination, Customer’s right to use the Service ends. Customer remains responsible for amounts accrued before termination. Agema may delete Customer configuration data after a reasonable post-termination retention period, subject to applicable law and the DPA.

Sections that by their nature should survive termination will survive, including accrued payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification and governing law.

20. Changes to the Service and Terms

Agema may update these Terms from time to time. For material changes affecting an active paid subscription, Agema will provide reasonable notice through the Service, by email, or by publishing an updated version with a new effective date. Material changes will normally take effect at renewal unless earlier application is required by law, security considerations, third-party platform changes, or the change does not materially reduce Customer’s contractual rights.

Continued use after an updated version becomes effective constitutes acceptance of the updated Terms to the extent permitted by law.

21. Export Controls and Sanctions

Customer will comply with applicable export control, sanctions and trade laws in connection with its use of the Service and will not use or make the Service available where prohibited by applicable law.

22. Assignment

Customer may not assign or transfer these Terms or a subscription without Agema’s prior written consent, except in connection with a merger, reorganization or sale of substantially all assets relating to the subscription, provided the assignee is not a competitor of Agema and assumes Customer’s obligations. Agema may assign these Terms to an affiliate or in connection with a merger, reorganization, financing or sale of all or substantially all of the relevant business or assets.

23. Governing Law and Venue

These Terms are governed by the laws of Denmark, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the competent courts of Denmark, unless mandatory applicable law requires otherwise. Proceedings will be conducted in English unless otherwise required by the court or applicable law.

24. General

Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse Customer’s obligation to pay amounts already due.

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.

These Terms, together with the applicable order, quote, DPA and any other document expressly incorporated by reference, constitute the entire agreement concerning the Service and supersede prior or contemporaneous understandings on the same subject. Terms in a Customer purchase order or procurement document do not modify these Terms unless expressly accepted in writing by an authorized representative of Agema.

25. Contact

EasySignature365 is provided by:

Questions regarding these Terms may be submitted through the contact details published on the EasySignature365 website.