Draft — have a legal advisor review before relying on this document.
This agreement is entered into between Team Palani LLC ("Licensor") and the individual or entity accessing or deploying SignFlow ("Operator").
SignFlow is available in two forms:
a. SignFlow SaaS — a hosted service operated by Team Palani LLC. In this model, Licensor provides infrastructure, software, and maintenance. Operator accesses the platform via a subscription and is responsible for how the platform is configured and used within their organization.
b. SignFlow Package — a self-hosted Elixir/Phoenix library distributed as an open package. In this model, Licensor is the software author only. Licensor does not host, operate, or manage any self-hosted installation and has no access to data generated through a self-hosted Operator deployment.
Operator assumes sole and full responsibility for:
a. Infrastructure security (self-hosted model) — including server hardening, encryption at rest and in transit, access controls, and routine patching.
b. Data custody — all end-user data, signed documents, signature images, form submissions, and associated metadata are stored on either Licensor's infrastructure (SaaS) or Operator's own infrastructure (self-hosted).
c. Regulatory compliance — the presence of compliance-relevant features does not constitute HIPAA, GDPR, or any other regulatory compliance. Compliance depends entirely on correct configuration, operational practices, and staff training. Operator is solely responsible for determining whether and how SignFlow may be used in regulated contexts.
d. Permission and access configuration — Operator is responsible for configuring role-based permissions appropriately. Team Palani LLC is not liable for any privacy violation or regulatory violation arising from Operator's permission configuration.
e. Email and communication setup — Licensor is not responsible for harm arising from misconfigured or undelivered communications.
f. Legal enforceability of signed documents — Licensor makes no representation that documents signed through SignFlow are legally binding or enforceable under applicable law. Operator is responsible for ensuring compliance with ESIGN, UETA, and equivalent statutes.
Operator agrees to indemnify, defend, and hold harmless Team Palani LLC, its officers, members, employees, agents, successors, and assigns from and against any and all claims, actions, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:
SignFlow is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor does not warrant that the software is free of defects, secure against all threats, or suitable for use in any regulated environment without additional safeguards.
To the fullest extent permitted by law, Licensor's total liability to Operator for any claim arising from the software shall not exceed the amount paid by Operator to Licensor in the twelve (12) months preceding the claim. In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages.
This agreement shall be governed by the laws of the State of Michigan. Any dispute shall be brought in the County of Ottawa, State of Michigan.
By accessing the SignFlow platform or deploying the SignFlow package, Operator agrees to be bound by the terms of this agreement.