Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a binding agreement between you and Eliran Azulay, an individual resident in Israel, who operates the Seald service under the name "Seald" ("Seald", "we", "us"). Seald is not a company; references to "we" and "us" mean the individual operator. By creating an account, accessing the Seald website at seald.nromomentum.com (the "Site"), or using the Seald e-signature service (the "Service"), you accept these Terms, our Privacy Policy, our Acceptable Use Policy, our ESIGN Consumer Disclosure, and, where applicable, our Data Processing Agreement.

If you do not agree to these Terms, do not create an account and do not use the Service.

2. Eligibility

Seald is offered only to people and organizations located in the United States or Israel. It is not offered in the European Economic Area, the United Kingdom, or Switzerland. To use the Service you must be located in the United States or Israel and be at least 18 years old, or at least 16 years old in a jurisdiction that permits a 16-year-old to contract for goods and services and execute records electronically. You must have the legal capacity to enter into a contract and must not be barred from receiving the Service under the laws of the United States or any other applicable jurisdiction (including the U.S. Office of Foreign Assets Control sanctions lists).

You may use the Service on your own behalf or on behalf of an organization. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and "you" refers both to you individually and to that organization.

3. Your account

3.1 Registration

You will create an account by providing an email address and authenticating through Seald's identity provider. You are responsible for keeping your credentials confidential and for all activity that occurs under your account.

3.2 Account information

You agree to provide accurate, current, and complete information and to keep that information up to date. You may update your contact information at any time from your account settings. You may close your account at any time by emailing privacy@seald.nromomentum.com; see our Privacy Policy for what happens to your data on closure.

3.3 Security

You must notify us promptly at privacy@seald.nromomentum.com of any suspected unauthorized access to or use of your account.

4. The Service

Seald lets you upload PDF documents, place signature and form fields, invite signers, capture electronic signatures, and produce a PDF with a PAdES seal when applied, plus a tamper-evident audit trail. Document and field limits, including a per-file 25 MB upload cap, are enforced in product and may change over time. We will give reasonable advance notice of any limit reduction that materially affects existing customers.

Seald records a simple electronic signature. It is not an advanced or qualified electronic signature. Some categories require a Qualified Electronic Signature ("QES") under Regulation (EU) No 910/2014 ("eIDAS") in EU member states (notably Germany, France, Italy, and Spain). If you are signing under EU member-state law, consult counsel about whether a qualified electronic signature is required.

5. Fees and free beta

The Service is currently offered free of charge during an open beta period. Pricing for any paid tier introduced after the beta will be disclosed in advance, and any change to fees affecting an existing customer will be announced at least thirty (30) days before it takes effect, in accordance with Section 14 below. Nothing in this Section creates a perpetual free-of-charge entitlement.

6. Acceptable Use

You agree to use the Service in compliance with our Acceptable Use Policy, which is incorporated by reference. The AUP prohibits, among other things, transmitting unlawful content, sending spam in violation of the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), distributing malware, attempting to circumvent security controls, and using the Service for documents that are excluded from the federal Electronic Signatures in Global and National Commerce Act ("ESIGN", 15 U.S.C. § 7001 et seq.) under § 7003 (such as wills, certain family-law instruments, court orders, and statutorily required notices).

7. Intellectual property

7.1 Your content

You retain all rights in the documents, signatures, contact lists, templates, and other materials you submit to the Service ("Customer Content"). You grant Seald a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Content solely as needed to provide the Service to you and to comply with law.

7.2 Our materials

Seald and its licensors retain all rights in the Service, the Site, our software, designs, and trademarks. No rights are granted to you except those expressly stated in these Terms.

7.3 Feedback

If you submit ideas or suggestions about the Service, you grant Seald a perpetual, irrevocable, royalty-free license to use them without obligation.

8. Warranty disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Seald has not obtained SOC 2 Type II, ISO 27001, or any qualified-trust-service-provider recognition. Seald describes its security posture solely in terms of verifiable controls: TLS encryption in transit between your device and our services and between our servers and our database, file-storage and email providers; encryption at rest of stored documents, signatures and audit records by our database and file-storage provider; a PAdES seal when applied; an RFC 3161 timestamp when available; and a SHA-256 hash chain over audit events.

You are solely responsible for confirming that an electronic signature, and the level of attribution evidence captured by the Service, is sufficient for the legal effect you intend in the jurisdiction where the document will be enforced.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SEALD'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO SEALD FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100) (OR THREE HUNDRED FIFTY NEW ISRAELI SHEKELS (₪350) IF YOU RESIDE IN ISRAEL). NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD, WILFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE CONSUMER-PROTECTION LAW.

The exclusions and limitations in this Section apply regardless of the form of action, whether contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions our liability is limited to the smallest amount the law permits.

10. Indemnification

You will defend, indemnify, and hold harmless the operator of Seald and anyone acting on his behalf from any third-party claim, demand, or proceeding arising out of (a) your Customer Content, (b) your breach of these Terms or applicable law, or (c) your use of the Service in a manner that violates the rights of another. Seald will give you prompt notice of the claim, allow you to control the defense (with counsel reasonably acceptable to Seald), and reasonably cooperate at your expense.

11. Termination

You may terminate these Terms at any time by closing your account. Seald may suspend or terminate your access to the Service for material breach of these Terms or the AUP, for non-payment of fees once paid plans are introduced, or as required by law. On termination, the license you granted Seald to host Customer Content ends, except that Seald may retain sealed PDFs and audit-event records as stated in our Privacy Policy. We don't currently delete completed records on a schedule, and we don't promise to keep them for any particular period. Sections 7.2, 8, 9, 10, 11, 12, 13, and 14 survive termination.

12. Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and (to the extent applicable) by the federal laws of the United States. Corporate matters concerning Seald are governed by the Delaware General Corporation Law. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

13. Dispute resolution; binding arbitration; class-action waiver

13.1 Informal resolution

Before commencing arbitration, you agree to send a written notice describing the dispute to privacy@seald.nromomentum.com and to negotiate in good faith for at least thirty (30) days.

13.2 Binding arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The seat and legal place of arbitration is Wilmington, Delaware. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class-action waiver

YOU AND SEALD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class proceeding.

13.4 Carve-out for IP and injunctive relief

Either party may bring an action in the state or federal courts located in Wilmington, Delaware to enforce or protect intellectual-property rights, or to seek injunctive or other equitable relief. You and Seald consent to the personal jurisdiction of those courts for that purpose.

13.5 Opt-out

You may opt out of Section 13.2 and 13.3 by sending written notice within thirty (30) days of first accepting these Terms to privacy@seald.nromomentum.com with the subject line "Arbitration opt-out". Your opt-out does not affect any other provision of these Terms.

14. Modifications

We may update these Terms from time to time. If a change is material — for example, a change to fees, dispute resolution, scope of license, or limitation of liability — we will give you at least thirty (30) days' advance notice by email or in product, and the change will take effect only after that period. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15. Contact

Legal, privacy and security

privacy@seald.nromomentum.com