SharePoint eSignature terms of service

Effective as of: November 15, 2023

These Terms of Service (the “Terms”) is an agreement between Sender, Recipients, and Microsoft (or one of its affiliates) that governs the access to and use of the SharePoint eSignature service (“Service”). By using the Service, Sender and Recipients shall be deemed an individual “User” subject to these Terms. If you are an entity, you acknowledge and agree that the individual who accepts these Terms is authorized to do so on your behalf and that you agree to be bound to these Terms pursuant to such individual’s acceptance.

Sender may use Service only in accordance with the Microsoft Product Terms governing Sender’s use of the Online Services, applicable product documentation, and these Terms.

THE SERVICE

  1. The Service enables Users to send and receive terms, agreements and other contracts in electronic form (“Contracts”) to or from other Users, and to capture a User’s electronic signature to such Contract. Your use of the Service is as one of two types of Users: (a) a “Sender” or (b) a “Recipient.”

  2. Users are responsible for obtaining independent legal advice regarding any Contract prior to sending (as a Sender) or signing (as a Recipient). Users are responsible for ensuring (a) that the content of any Contract that a User send or receive through the Service is accurate, binding, legally enforceable or fit-for-purpose; (b) the sufficiency of the Contract for the transaction between Sender and other Recipients to the Contract; (c) the Contract’s compliance with applicable law; and (d) the appropriateness of using the Service to send, receive or electronically sign such Contract. Microsoft does not endorse, support, or guarantee the accuracy, completeness, or legality of any Contract.

  3. The Service may only be used to facilitate the delivery and/or execution of Contracts between the parties to those Contracts. Nothing in these Terms or the Service may be construed to make Microsoft or any of its affiliates a party to any Contract.

  4. The Service is intended for use with Contracts subject to U.S. law only, even if the Recipient is based outside the U.S. Microsoft does not make any representations, warranties or guarantees that a Recipient’s signature will be valid if that Recipient is located outside of the U.S. Users will not take any action that causes Microsoft to violate U.S. laws. Sender is responsible for ensuring the validity of entering into Contracts with non-U.S. Recipients.

USERS

1. Senders

A Sender is a User that may use the Service to upload and send a Contract to one or more designated Recipients (see Authorized Users below), in order to capture such Recipients’ electronic signatures to the Contract.

When using the Service as a Sender, you agree to the following terms:

  • Responsibility for Contracts. Sender has exclusive control over and responsibility for the content, quality, and format of any Contract. Microsoft has no control of or access to a Contract’s contents except to the extent access is required to provide the Service (including to capture a Recipient’s signature). Microsoft obtains no right, title or interest in any Contract, including any intellectual property found within it.

  • Exceptions. Certain types of agreements and documents may be excepted from electronic signature laws, or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. Microsoft is not responsible for determining whether any particular Contract (a) is subject to an exception to applicable electronic signature laws; or (b) can be legally formed by electronic signatures.

  • Recipients. Recipients are solely responsible for the accuracy and authenticity of any names and email addresses that you designate as a Recipient to receive a Contract through the Service. Microsoft has no obligation to verify the identity or confirm the accuracy of any Recipient or their name or email address, and has no responsibility or liability to you, any Recipient, or other interested party to the Contract, due to Recipients’ own fault or negligence in providing incorrect or inaccurate Recipient information. Microsoft makes no warranty or representation that the name or email address of a Recipient used to sign a Contract actually belongs to the person purported to be bound by the Contract.

  • Consumer Contracts. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic contracts involving one or more “consumers,” such as requirements that the consumer consent to electronic contracting. Microsoft is not responsible for: (a) determining whether any particular Contract involves a “consumer” for the purpose of such laws/regulations; (b) providing any information or disclosures in connection with any Contract involving a consumer; (c) providing legal review of, or update or correct, any information or disclosures currently or previously given to any consumer; or (d) providing the consumer any copies or access to a Contract pursuant to any legal requirements. If any “consumer” is involved with any Contract, Sender is solely responsible for complying with all legal requirements applicable to such Contract, including the content and delivery of such Contract or its formation.

  • Authorized Users. Sender may designate one or more Authorized Users to access and use the Service on Sender’s behalf. Sender is responsible, and liable to Microsoft under these Terms, for its Authorized User’s use of the Service, including the delivery of Contracts to Recipients through the Service. Sender is responsible for the security and use of any Service login credentials, whether by an Authorized User or other third party. Sender is responsible for its Authorized User’s use of the Service that does not comply with these Terms.

  • Withdrawing a Contract. Once a Contract is delivered to its designated Recipient(s), Sender may request the withdrawal of the Contract prior to all designated Recipients signing the Contract. Microsoft will make commercially reasonable efforts to promptly execute the withdrawal request, however, Microsoft does not guarantee that the withdrawal request will be executed, and the Contract withdrawn, before any or all Recipients sign the Contract. After a Contract is signed by all designated Recipients, the Contract may not be withdrawn through the Service. Sender agrees that will not hold Microsoft liable for withdrawing a Contract upon its request, or if Microsoft is unable to withdraw a Contract prior to all designated Recipients signing the Contract.

2. Recipients

A Recipient is a User that receives a Contract from a Sender through the Service, and uses the Service to provide an electronic signature to the Contract.

When using the Service as a Recipient, you agree to the following terms:

  • Electronic Contracts. When Recipient elects to access a Contract through the Service, Recipient acknowledges and agrees that (a) is accepting the Contract, and is able to access and view such Contract, in the electronic form presented by the Service; and (b) has the software and hardware capabilities to open, review and electronically sign the Contract through the Service. The foregoing applies only to the receipt of the Contract in the electronic form presented by the Service, and does not supersede or otherwise affect any other acknowledgements, consents or agreements Recipient makes or has made to the Sender regarding the receipt, review or execution of any other information in electronic form. Recipient will have the option to download the Contract before or after it is signed.

  • Electronic Signatures. Recipient acknowledges and agrees that any electronic signature Recipient makes to a Contract using the Service represents a legally binding agreement to the terms of the Contract, (b) Recipient’s intent to be bound by such terms, and (c) that Recipient has the legal capacity and authority to electronically sign the Contract. Once a Contract is fully signed by all Recipients, Recipient may not annul, rescind or otherwise void Recipient's signature through the Service. The foregoing does not supersede or otherwise affect any other acknowledgements, consents or agreements Recipient makes or have made to the Sender regarding the agreement to be bound by the Contract or any other agreement with the Sender . If Recipient is an entity, Recipient acknowledges and agrees that the individual who signs a Contract through the Service is authorized to do so on your behalf and that Recipient agrees to be bound to the terms of the Contract pursuant to such individual’s signature to the Contract.

  • Declining a Contract. If one of the Recipients declines to electronically sign a Contract, then the entire signature process of that document is cancelled to all Users.

  • Senders. Senders are solely responsible for the accuracy and authenticity of any names and email addresses that you designate as a Recipient to receive a Contract through the Service. Microsoft has no obligation to verify the identity or confirm the accuracy of any Recipient or their name or email address, and has no responsibility or liability to you, any Recipient, or other interested party to the Contract, due to Senders’ your own fault or negligence in providing incorrect or inaccurate Recipient information. Microsoft makes no warranty or representation that the name or email address of a Recipient used to sign a Contract actually belongs to the person purported to be bound by the Contract.

  • Disputes. If Recipient disputes any aspect of the Contract (for example, if the Contract does not represent the terms agreed to with the Sender, or it contains an error or inaccuracy), Recipient should not sign the Contract and should address such dispute with the Sender directly. Microsoft is not responsible for resolving disputes among parties to a Contract.

ACCESS AND USE RIGHTS

1. License. The Service is licensed and not sold. Subject to Users compliance with these Terms, Microsoft grants Users a nonexclusive and limited license to use the Service as provided in these Terms. This license is solely for Users own use and business purposes and are nontransferable except as expressly permitted under these Terms or applicable law.

2. Reservation of Rights. Microsoft reserves all rights not expressly granted in these Terms. The Service is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use the Service on a device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.

3. Restrictions. Except as expressly permitted in these Terms or Service documentation, Users must not (and you are not licensed to):

  • reverse engineer, decompile, or disassemble the Service, or attempt to do so (except where applicable law permits despite this limitation);
  • install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms;
  • work around any technical limitations of the Service or restrictions in Service documentation;
  • separate and run parts of the Service on more than one device;
  • upgrade or downgrade parts of the Service at different times;
  • transfer parts of the Service separately; or
  • distribute, sublicense, rent, lease, or lend the Service, in whole or in part, or use them to offer hosting services to a third party.

CONFIDENTIAL INFORMATION

1. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, User’s Data and User’s account authentication credentials. Confidential Information does not include information that (a) becomes publicly available without a breach of a confidentiality obligation; (b) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services. “Users Data” means, but are not limited to, parties’ names, email addresses, dates, document names, SharePoint sites’ names, Users’ inputted messages (e.g. reasons given when declining or canceling a contract), telemetry data, etc.

2. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its employees, affiliates, contractors, advisors, and consultants (“Representatives”), and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. The Microsoft Privacy Statement and the Data Protection Addendum provide additional terms regarding the disclosure and how Microsoft handles their customer’s data.

3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

DOCUMENT STORAGE AND DELETION

1. Document Retention. Microsoft is not responsible for determining how long any Contract is required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Users are solely responsible for ensuring that you retain a copy of your Contract for any legally required record retention period, and in such form or format as may be required under applicable law.

2. Unsigned Contracts. Microsoft may, at its sole discretion, withdraw a Contract if not yet signed by all Recipients. Microsoft assumes no liability or responsibility for a party’s failure or inability to electronically sign any Contract within such period of time, or its withdrawal of a Contract pursuant to this paragraph.

3. Deletion. Microsoft may suspend access to or delete any Contract if Microsoft reasonably and in good faith believes that such Contract is for illegal purposes or otherwise could cause you or another User to be in violation of these Terms. Microsoft will make commercially reasonable efforts to notify Sender prior to such suspension nor deletion, unless Microsoft reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Service, Microsoft or its affiliates, or a third party (including other Users). Under circumstances where notice is delayed, Microsoft will provide the notice if and when the foregoing restrictions no longer apply.

DISCLAIMERS

1. To the extent permitted under applicable law, Microsoft disclaims all express, implied, or statutory warranties and conditions, including warranties and conditions of quality, title, non-infringement, merchantability, and fitness for a particular purpose regarding the Service. The Service is provided “AS IS,” without any warranty or condition.

2. Microsoft makes no warranty or representation as to the quality, safety or fitness for purpose of any Contract, any property or chattel described in a Contract, or the transactions sought to be effected by any Contract. Microsoft takes no responsibility for any harm or loss suffered by you as a result of sending or signing a Contract, or relying on information contained in a Contract. If a User suffers any loss or harm as a result of signing a Contract, User agrees that shall have no recourse against Microsoft.

PRIVACY & SECURITY

1. Data Protection and Processing. Microsoft, and its respective agents and subcontractors, will process Users’ data as provided in these Terms and the Data Protection Addendum (DPA), which is incorporated by reference. Before providing User’s data to Microsoft, you will obtain all required consents from third parties (including Recipients) under applicable privacy and data protection laws.

2. In addition to these Terms, Users acknowledge and agree to the terms of the Microsoft Privacy Statement (“Privacy Statement”), which describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data; as well as how Microsoft uses your content, which includes Contracts; communications with others; postings submitted by you to Microsoft through the Services; and the files, photos, documents, audio, digital works, livestreams and videos that you upload, store, broadcast or share through the Services. Where processing is based on consent and to the extent permitted by law, by agreeing to these Terms, you consent to Microsoft’s collection, use and disclosure of your data as described in the Privacy Statement. In some cases, we will provide separate notice and request your consent as referenced in the Privacy Statement.

3. Your Privacy Obligations. Microsoft makes no warranty as to the suitability of the Service in regards to your privacy obligations with respect to other parties (including any Sender or Recipient, as applicable) to a Contract, and it is your responsibility to determine whether the Service is appropriate for your circumstances.

SUSPENSION & TERMINATION

1. The Service may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of the Service. Microsoft may further suspend (in whole or in part) Users, and any Authorized User’s, access and use of the Service, or disable any aspect of the Service, if Microsoft reasonably and in good faith believes that such access or use violates these Terms. Microsoft will make commercially reasonable efforts to notify the User prior to any such suspension, termination or disablement, unless Microsoft reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Service, Microsoft or its affiliates, or a third party (including other Users). Under circumstances where notice is delayed, Microsoft will provide the notice if and when the foregoing restrictions no longer apply.

2. Microsoft may terminate Users’ use of the Service, or the Service generally, at any time in its sole discretion. Microsoft will make commercially reasonable efforts to notify User prior to any such termination. Upon any termination of User access to the Service, or the Service generally, these Terms, including User’s license rights, shall immediately terminate and User must promptly stop using the Service.

INDEMNIFICATION

To the extent permitted by applicable law, you will defend Microsoft and its affiliates against any third-party claim to the extent such claim (a) arises from your breach of these Terms, or (b) alleges that (i) any Contract submitted to or transmitted by the Service misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (ii) your use of the Service, alone or in combination with anything else, violates law or harms a third party.

LIMITATION OF LIABILITY

1. In no event will Microsoft be liable for indirect, incidental, special, punitive, or consequential damages; loss of revenue, profits, or anticipated savings (whether direct or indirect); or loss of use, loss of business information, or interruption of business, however caused or on any theory of liability.

2. No limitation or exclusions under these Terms will apply to liability arising out of either party’s (a) confidentiality obligations; (b) indemnification obligations; or (c) violation of the other party’s intellectual property rights.

3. To the extent permitted by applicable law, the limitations, exclusions, and exceptions set forth in this Limitation of Liability section apply to all claims and damages under or relating to these Terms or the Service, including, without limitation, breach of contract, breach of warranty, strict liability, and negligence and other torts, even if the parties knew or should have known about the possibility of the damages.

DISPUTE RESOLUTION

When bringing any action arising under these Terms, the parties agree to the following exclusive venues:

  • If Microsoft brings the action, the venue will be where User has its headquarters.
  • If User brings the action against Microsoft or any Microsoft affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA.
  • If User brings the action against Microsoft or any Microsoft affiliate located in Europe, and not also against Microsoft or a Microsoft affiliate located outside of Europe, the venue will be Ireland.
  • The parties consent to personal jurisdiction in the agreed venues. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.

MISCELLANEOUS

1. Modifications. Microsoft may update these Terms from time to time. Changes will apply when they are published on the Service site. Users accept revised or additional terms when using the Service. Users agree that their continued use of the Service will constitute their acceptance of all changes. Changes to the DPA will apply as provided in those documents. If a User does not agree to the changes, that User must stop using the Service.

2. Independent Contractors. The parties to these Terms are independent contractors. Users and Microsoft each may develop products independently without using the other’s Confidential Information.

3. Assignment. Microsoft may assign these Terms to an Affiliate. Users consent to such assignment to an Affiliate or third party, without prior notice, of any rights Microsoft may have under these Terms, and all assignees may further assign such rights without further consent. Any attempted assignment by Users, without Microsoft’s prior written approval, will be void.

4. Severability. If any part of these Terms are held to be unenforceable, the rest of these Terms will remain in full force and effect.

5. Waiver. Failure to enforce any provision of these Terms will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

6. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights except as expressly provided by its terms.

7. Survival. All provisions survive termination of these Terms except those requiring performance only during the term of these Terms.

8. Notices. Microsoft may provide Users with information and notices electronically, including by email, through the portal for the Service, through a web site that Microsoft identifies, by email, or by other electronic means. Notice is given as of the date it is made available by Microsoft.

9. Applicable Law. These Terms will be governed by and construed in accordance with the laws of the State of Washington and federal laws of the United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to these Terms.

10. Microsoft Affiliates and Subcontractors. Microsoft may perform its obligations under these Terms through its affiliates and use subcontractors to provide certain services. Microsoft remains responsible for their performance.

11. Government Procurement Rules. If User is a government entity or is otherwise subject to government procurement requirements, User represents and warrants that (a) it has complied and will comply with all applicable government procurement laws and regulations; (b) it is authorized to enter into these Terms; and (c) these Terms satisfy all applicable procurement requirements.

12. Compliance with Trade Laws. The Service may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Service, including, without limitation, trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) (“Trade Laws”). User will not take any action that causes Microsoft to violate U.S. or other applicable Trade Laws. Microsoft may suspend or terminate these Terms to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws.