Terms of Service

These Terms of Service ("Terms") govern your access to, and use of, the ExSign for Microsoft 365 cloud-based email-signature management service (the "Service") provided by Hosting Controller Inc. ("Hosting Controller", "we", "us", or "our"). By subscribing to or using the Service, you ("Customer", "you", or "your") agree to be bound by these Terms.

Definitions

Service Provision

We will provide the Service of email-signature management across your Microsoft 365 Tenant, including centralised signature template design, management, and distribution, client-side or server-side signature deployment, banner management, cross-device compatibility, and support as described in the Documentation.

We will provide the Service in accordance with commercially reasonable standards and to the extent described in the Documentation.

You acknowledge that the Service is cloud-based and no physical on-premises install or infrastructure on your side is required.

We reserve the right to modify, upgrade, or discontinue features of the Service, provided we give you advance notice as required by applicable law or contract.

User Responsibilities

You are responsible for:

• Subscribing to and maintaining a valid Microsoft 365 Tenant and any Third-Party Services required for the Service to function.
• Configuring your Microsoft 365 Tenant (including permissions, mail routing, and relevant connectors) so that the Service can operate properly.
• Ensuring that your use of the Service (and by your Users) complies with these Terms, applicable laws, and any acceptable use policy we publish.

You must provide accurate and complete information when registering for the Service and keep your Account and billing information up to date.

You shall be responsible for all activity occurring under your Account and for maintaining the security of your Account credentials.

You will not use the Service in any way that (a) violates any applicable law, regulation, or third-party rights; (b) attempts to reverse-engineer, reproduce, or circumvent the Service or its licensing; (c) introduces any malicious software or causes harm to the Service operations.

Subscriptions, Fees & Payment

Unless a Free Trial applies, you shall pay the fees ("Subscription Fees") as set forth in the applicable order, pricing page, or invoice.

Subscription Fees are non-refundable except as required under applicable law or as set forth in these Terms. Please refer to our Refund Policy.

Unless otherwise stated, fees are billed in advance and are due within the time period stated in the invoice. If you fail to pay, we may suspend or terminate your access to the Service.

We may increase fees upon renewal or for additional users; we will give you prior notice of any fee increases.

Taxes: You are responsible for any sales, value-added, or other applicable taxes, excluding taxes based on our net income.

Free Trial

If we offer a Free Trial, you may use the Service for the duration of the trial without payment.

If you require a longer trial period, we may, at our discretion, grant a short extension of a few additional days.

At the end of the Free Trial period (or any approved extension), you will either need to subscribe (and pay the applicable Subscription Fees) or your access to the Service may be restricted or terminated.

The Free Trial is subject to these Terms and may be modified or withdrawn by us at any time.

Intellectual Property

We (or our licensors) own all rights, title, and interest in and to the Service, including all software, underlying technology, Documentation, and intellectual property rights.

You retain ownership of your data, signatures, templates, and content ("Customer Data") input into the Service.

We grant you a limited, non-exclusive, non-transferable (except as permitted under these Terms) license to use the Service as permitted by these Terms.

You shall not (and shall not allow any third party to) copy, modify, distribute, create derivative works of, reverse engineer, decompile, or extract the source code of the Service, except to the extent permitted by law.

Data & Privacy

We will process Customer Data only as necessary to provide the Service and in accordance with our Privacy Policy. Please refer to our Privacy Policy.

You are responsible for ensuring that you have all necessary rights and consents to process and store Customer Data in connection with your use of the Service.

We may collect and use aggregated, anonymised usage data to improve the Service, provided it does not identify you or your Users.

Our service description states that the architecture is "cloud-based … secure, scalable email signature management" etc.

We are not responsible for any loss, alteration, or unauthorised disclosure of Customer Data, except as set out in our liability section below.

Security

We implement and maintain appropriate technical and organizational measures designed to protect the security, confidentiality, integrity, and availability of the Service and Customer Data. These measures are intended to prevent unauthorized access, use, alteration, or disclosure of Customer Data under our control.

All communication between your Microsoft 365 environment and the Service is encrypted using industry-standard protocols (such as TLS/HTTPS). Customer Data stored or processed within the Service is hosted in secure data centres that comply with recognized security and privacy standards.

Access to Customer Data within our systems is strictly limited to authorized personnel who require such access to perform their job functions. We apply the principles of least privilege and role-based access controls, and all employees are bound by confidentiality obligations.

We monitor the Service for potential security vulnerabilities and unauthorized access attempts. In the event of a confirmed data breach or security incident affecting Customer Data, we will promptly investigate, mitigate the issue, and notify affected customers as required by applicable law. Please refer to our Incident Response Plan.

Service Levels & Support

We will provide support services in accordance with our Documentation and/or support policy. We provide technical support to our subscribers via our ticket system, email, and live chat.

We aim to maintain reasonable availability of the Service, but we do not guarantee uninterrupted, error-free service.

Force Majeure: The availability or performance of the Service may be affected by events beyond our reasonable control, including, but not limited to, natural disasters, acts of government, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, power outages, or other extraordinary, unforeseeable, and unavoidable circumstances. In such cases, we shall not be held liable for any delay, interruption, or failure in providing the Service arising from these events.

Scheduled maintenance may occur, and we will provide notice when practicable.

We will not be responsible for notice failures caused by an error in your email program, an inaccurate email address provided by you, your failure to check your email, or your failure to inform us of a change in your email address.

If you require higher service levels or a custom SLA, contact us, and separate terms may apply.

Suspension & Termination

We may suspend or terminate your access to the Service immediately if you breach these Terms, fail to pay fees, engage in prohibited uses, or if required by law.

You may terminate your subscription by giving notice in accordance with the subscription order and documentation.

Upon termination or expiration of your subscription:

• Your access to the Service will cease.
• We may delete or anonymise your Customer Data after a certain period. Please refer to our Data Processing Agreement.
• You are still responsible for any unpaid fees incurred prior to termination.

Sections which by their nature survive termination (including Intellectual Property, Data & Privacy, Disclaimer, Limitation of Liability, Governing Law) shall remain in effect.

Disclaimer of Warranties

The Service is provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, reliability, availability, or non-infringement.

We do not guarantee that the Service will meet all your requirements, that operation will be error-free or uninterrupted, or that errors will be corrected.

Limitation of Liability

To the maximum extent permitted by applicable law:

• Our aggregate liability to you for any claims arising out of or relating to the Service or these Terms shall not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or business interruption.

The limitations in this Section apply even if we have been advised of the possibility of such damages and regardless of the form of action.

Nothing in these Terms will limit liability that cannot legally be limited (for example, liability for death or personal injury, or for fraud).

Changes to Terms

We may modify these Terms from time to time. If we make material changes, we will provide you with notice (e.g., via email or in-service notice), and you may have the right to terminate your subscription if you do not agree to the changes.

Modifications to these Terms shall not be grounds for non-payment.

Continued use of the Service after the effective date of the new Terms constitutes your acceptance of the changes.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law provisions.

Any dispute arising in connection with these Terms that cannot be resolved amicably will be submitted to the exclusive jurisdiction of the courts of Ontario, Canada, with the right to appeal before the competent courts of Ontario, Canada.

The parties agree that the courts of Ontario, Canada, shall have exclusive jurisdiction to resolve disputes.

Trademarks

All trademarks, service marks, trade names, logos, and branding ("Marks") used in connection with the Service are the property of their respective owners.

"ExSign," "Hosting Controller," and associated logos are trademarks or registered trademarks of Hosting Controller. You are not granted any right or license to use these Marks except as expressly authorized in writing by us.

"Microsoft," "Microsoft 365," "Exchange," "Azure," "Office 365," and related product names are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. ExSign for Microsoft 365 is an independent product developed by Hosting Controller and is not affiliated with, endorsed by, or sponsored by Microsoft Corporation.

You shall not remove, alter, or obscure any proprietary notices (including trademark or copyright notices) appearing on or within the Service, Documentation, or any materials provided.

You may reference "ExSign for Microsoft 365" only to identify your use of the Service, provided that such reference does not imply any sponsorship, endorsement, or partnership with Hosting Controller or Microsoft Corporation.

Miscellaneous

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent (except to a successor entity in connection with a merger or acquisition). We may assign these Terms freely.

Entire Agreement: These Terms, together with any order, Documentation, and any applicable addenda, constitute the entire agreement between the parties relating to the Service and supersede all prior or contemporaneous agreements or communications.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: A waiver by us of any provision or breach of these Terms shall not be a waiver of any other provision or breach.

Notices: Any notice under these Terms shall be in writing and sent by email to the address you provided when registering, or to the address we provide.