Online Subscription Agreement
THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH
Handwriting.io AND CUSTOMER AGREE THAT Handwriting.io WILL (i) ALLOW CUSTOMER
AND ITS AUTHORIZED USERS TO ACCESS AND USE THE WEB SITE OR APPLICATION
PROGRAMMING INTERFACE ("API") AND (ii) PROVIDE THE SERVICES AS DEFINED HEREIN
DURING THE TERM OF THIS AGREEMENT.
THIS AGREEMENT INCLUDES THE GENERAL TERMS AND CONDITIONS SET FORTH BELOW,
AND THE SCHEDULE OF FEES AND SERVICES SELECTED BY THE CUSTOMER ON THE
REGISTRATION PAGE (THE "AGREEMENT").
Terms and Conditions
- "Customer" means the individual or authorized representative
creating the Subscription account.
- "Handwriting.io" means collectively Handwriting.io provided by
Gracious Eloise, Inc., a New York corporation, having its principal
place of business at: 377 Park Ave. South, 8th Floor, New York, NY 10016.
- "Service(s)" means the specific edition of Handwriting.io's online
handwriting replication or other offerings developed, operated, and
maintained by Handwriting.io, accessible via www.handwriting.io or
another designated web site, its API or IP address, or ancillary
services rendered to Customer by Handwriting.io, to which Customer is
being granted access under this Agreement, including the Handwriting.io
Technology and the Content.
- "User(s)" or "Authorized Users" means Customer and any individuals
who are authorized by Customer under this Agreement to use the Service
or who use Customer's User identifications and passwords to access the
Services whether such credentials are supplied by Customer, by
Handwriting.io at Customer's request, or otherwise.
- "Website" means the Handwriting.io application website and/or
Handwriting.io application programming interface (API).
- Website and Services
- Handwriting.io will maintain and provide the Website for use by
Customer and any Authorized Users.
- Handwriting.io will perform the following Services.
- Assign a Customer identification code and password to Customer
that provides access to the Website and allows Customer to establish
individual access for its Authorized Users.
- Provide Customer with use of the Service, including a browser
interface and data encryption, transmission, access and storage, as
detailed in Schedule A, subject to the Customer's compliance with
- Provide general customer support for functional issues to the
Customer and its Authorized Users as described on the Registration
- Use of Website
- Customer agrees that Customer's use of the Website and the Services
which may be viewed at handwriting.io. Customer agrees to the Privacy
discretion from time to time.
- Handwriting.io makes no guarantees as to the continuous
availability of the Service or of any specific feature(s) of the
Service. We reserve the right, for any reason, in our sole discretion
and without notice to you, to terminate, change, suspend or discontinue
any aspect of the Website or the API, including, but not limited to,
information, data, text, music, sound, photographs, graphics, video,
messages or other materials, features and/or hours of availability, and
we will not be liable to you or to any third party for doing so. We may
also impose rules for and limits on use of the site or restrict your
access to part, or all, of the site without notice or penalty. We have
the right to change these rules and/or limitations at any time, in our
- The Service may be subject to limitations, delays, and other
problems inherent in the use of the Internet and electronic
communications. Handwriting.io is not responsible for any delays,
delivery failures, or other damage resulting from such problems.
- Customer Responsibilities
- Customer is responsible for all activity occurring under Customer's
Authorized User accounts and shall abide by all applicable local, state,
national and foreign laws, treaties and regulations in connection with
Customer's use of the Service, including those related to data privacy,
international communications and the transmission of technical or
personal data. Customer shall: (i) notify Handwriting.io immediately of
any unauthorized use of any password or account or any other known or
suspected breach of security; (ii) report to Handwriting.io immediately
and use reasonable efforts to stop immediately, any copying or
distribution of Content that is known or suspected by Customer or any
Authorized User under this Agreement; and (iii) not impersonate another
Handwriting.io User or provide false identity information to gain access
to or use the Service.
- Stored Customer Information. Customer and its Authorized Users are
solely responsible for the content of all data stored or retrieved
through the Services. Handwriting.io has the right to but normally does
not review, inspect, edit or monitor any content or data stored by any
User of the Services. Monthly billing is based on number of characters
used and not content.
- Third Party Interactions. During use of the Service, Customer or
its Authorized User(s) may enter into correspondence with, purchase
goods and/or services from, or participate in promotions of advertisers
or sponsors showing their goods and/or services through the Service. Any
such activity, and any terms, conditions, warranties or representations
associated with such activity are solely between Customer and/or
Authorized User and the applicable third-party. Handwriting.io and its
licensors shall have no liability, obligation or responsibility for any
such correspondence, purchase or promotion between Customer, a User and
any such third-party. Handwriting.io does not endorse any sites on the
Internet that are linked through the Service. Handwriting.io provides
these links to Customer only as a matter of convenience, and in no event
shall Handwriting.io or its licensors be responsible for any content,
products, or other materials on or available from such sites. This
Agreement to use the Service pursuant to the terms and conditions of
this Agreement does not provide any license or agreement that may be
required by third-party providers of ancillary software, hardware or
services prior to Customer's use of or access to such software, hardware
- Introductory Services. Some Services may be offered on an
introductory basis without charge. These Services provide a limited
volume of characters per month for no charge. Use of characters in
excess of the amount allotted will result in a charge or may result in
denial of access to the Services once Customer has used the maximum
amount of characters allotted.
- Monthly subscriptions. Customers may subscribe to Services plans by
accessing their account and making a selection. The charges for plans
may be based on the volume of characters used during the billing cycle.
Payment is due on a monthly basis in accordance with the Services plan
selected by the Customer. MONTHLY SUBSCRIPTIONS CONTINUE UNTIL CUSTOMER
TERMINATES THE SERVICE BY CONTACTING HANDWRITING.IO TO DOWNGRADE TO
THE COMPLIMENTARY/FREE SERVICE LEVEL.
- Additional Charges for Usage in Excess of Services plan. If the
plan's volume limits are exceeded additional charges will apply.
- Mid-cycle Termination or Modification. If the Customer changes a
Service plan during the billing cycle the charges will be prorated based
on the number of characters used divided by the number characters
allotted in the program being terminated.
- Fees Non-Refundable. All fees for Services are payable in advance
and are NON-REFUNDABLE.
- Credit Card Authorization. Customer shall pay all fees or charges
set forth on the Registration Page for the Services (the "Subscription
Fee") on a monthly basis in advance. Customer shall provide a valid
credit card number and information at the time of registration for the
Services and shall be responsible for keeping the card information up to
date. Customer authorizes Handwriting.io to charge Customer's registered
credit card on a monthly basis for the amount of the Subscription Fee.
If any information Customer provides is false or fraudulent,
Handwriting.io reserves the right to terminate Customer's access to the
Service, in addition to any other legal remedies.
- If at any time the Customer's credit card is rejected, expired or
declined, then Handwriting.io shall immediately terminate Customer's
access to the Services. Access will be restored upon registration of a
valid credit card and payment of any outstanding Subscription Fees.
- Changes in Pricing. Handwriting.io reserves the right to modify its
fees and charges and to introduce new charges at any time provided 30
days' notice is given to Customer before such modification. Charges for
other services ("Charges") will be made on an as-quoted basis.
- Handwriting.io's Subscription Fee and Charges are exclusive of all
taxes, levies, or duties imposed by taxing authorities or governmental
agencies, and Customer shall be responsible for prompt payment of all
such taxes, levies, or duties, excluding only federal or state taxes
based solely on Handwriting.io's income. Handwriting.io shall
periodically invoice Customer for such additional taxes, levies or
- Disputed Charges. Any disputed Subscription Fees or Charges must be
identified and reported by Customer to Handwriting.io by email within
thirty (30) days of the date of the charge in question or the dispute is
waived. Handwriting.io may, in its sole discretion terminate Customer's
access to the Services during the period the dispute is being resolved.
- Customer Data. Handwriting.io does not attain ownership in any
data, information or material that Customer submits to the Service in
the course of using the Service ("Customer Data"). Customer, not
Handwriting.io, shall have sole responsibility for the accuracy,
quality, integrity, legality, reliability, appropriateness, and
intellectual property ownership or right to use of all Customer Data,
and Handwriting.io shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Customer
Data. Handwriting.io shall use reasonable efforts to protect Customer
Data. In the event this Agreement is terminated (other than by reason of
Customer's breach), Customer shall be responsible for retrieving
Customer Data from the Website before the termination of the Services.
Customer agrees and acknowledges that Handwriting.io has no obligation
to retain the Customer Data, and may delete such Client Data, after
termination. Handwriting.io reserves the right to withhold, remove
and/or discard Customer Data, without notice, for any breach, including,
without limitation, Customer's non-payment. Upon termination for cause,
Customer's right to access or use Customer Data immediately ceases, and
Handwriting.io shall have no obligation to maintain or provide any
- Handwriting.io alone (and its licensors, where applicable) shall
own all right, title and interest, including all related Intellectual
Property Rights, in and to the Handwriting.io Technology, the Content,
and the Service and any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by Customer or
any other party relating to the Service. The Handwriting.io name, the
Handwriting.io logo, and the product names associated with the Service
are trademarks of Handwriting.io or third parties, and no right or
license is granted to use them. This Agreement is not a sale and does
not convey to Customer any rights of ownership in or related to the
Service, the Handwriting.io Technology or the Intellectual Property
Rights owned by Handwriting.io. Handwriting.io develops personalized
fonts to match handwriting samples for its users; these fonts are owned
by Handwriting.io and are licensed to users in order to use the
services. Customer acknowledges that, except as specifically provided
under this Agreement, no other right, title, or interest in these items
- Handwriting.io's database, and any patents, copyrights, trade
secrets or other proprietary rights in or to any products owned,
developed or created by Handwriting.io are Confidential Information and
shall not be used, duplicated, disclosed or reverse engineered by
- Term and Termination
- Term. This Agreement shall remain in effect for a period of thirty
(30) days automatically renewed for additional periods of thirty (30)
days at the end of each term until terminated by Customer.
- Termination. Customer may terminate this Agreement at any time by
contacting Handwriting.io to downgrade to the complimentary/free service level.
Handwriting.io may terminate this Agreement immediately and without
notice if Customer violates the terms of the Agreement or by giving
30 days' notice to Customer if Customer is not in violation of the Agreement.
- Handwriting.io has adopted and will maintain reasonable physical,
technical and administrative security measures to protect Customer Data
against unauthorized access, destruction, use, modification, or
disclosure. However, transmissions over the internet are not 100% secure
and therefore Handwriting.io does not guaranty security of Customer
Data. Customer accesses the Services at its own risk.
- Customer is responsible for maintaining the security of Customer's
user name and password. Any transaction requested using Customer's user
name and password shall be deemed to be authorized by Customer. Customer
shall immediately notify Handwriting.io of any loss or theft of
Customer's user name or password and shall immediately adopt a new user
name and password to access the Customer account.
- Representations and Warranties
- Handwriting.io represents and warrants that it will provide the
Service in a manner consistent with general industry standards under
normal use and circumstances.
- Customer represents and warrants that (a) Customer has the legal
power and authority to enter into this Agreement, (b) that Customer has
not falsely identified Customer or any Authorized User nor provided any
false information to gain access to the Service and (c) that Customer's
billing information is correct.
- Customer further represents and warrants (a) that Customer and its
Authorized Users have sufficient rights to the content of all data
stored by the User using the Services, (b) that such content does not
include any illegal or improper items, (c) that such content complies in
all respects with this Agreement, and (d) that the Customer's use of the
Services and the site do not infringe or violate any third party's
copyright, patent, trademark, trade secret, license or other proprietary
- Customer and every User accessing the Service or Website under
Customer's account, shall indemnify, defend and hold Handwriting.io, its
licensors and their parent organizations, subsidiaries, affiliates,
officers, directors, employees, attorneys and agents harmless from and
against any and all claims, causes of action, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising
out of or in connection with any third party claim (including without
limitation any claim made by Other Entities as defined below): (i) that
use of the Handwriting.io Technology by the user or Customer infringes
the rights of, or has caused harm to, a third party; (ii) that Customer
has violated Customer's representations and warranties; or (iii) that
Customer or any user(s) under Customer's account breached this Agreement
or violated any applicable law, provided in any such case, that
Handwriting.io shall control the defense and settlement of the claim in
its sole discretion.
- Handwriting.io shall indemnify, defend and hold Customer and
Customer's Authorized Users, parent organizations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, causes of action, costs,
damages, losses, liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with any third party claim: (i)
that the Service directly infringes a copyright, a U.S. patent issued as
of the Effective Date, or a trademark of a third party; (ii) that
Handwriting.io breached its representations or warranties; or (iii) that
Handwriting.io breached this Agreement; provided in any such case, that
Customer (a) promptly gives written notice of the claim to
Handwriting.io; (b) gives Handwriting.io sole control of the defense and
settlement of the claim (except Handwriting.io may not settle any claim,
without Customer's consent, unless it unconditionally releases Customer
of all liability); (c) provides to Handwriting.io all available
information and assistance; and (d) has not compromised or settled such
claim. Handwriting.io shall have no indemnification obligation, and for
claims arising from any infringement alleged to be caused by the
combination of the Service with any of Customer's products, service, and
hardware or business process.
- Disclaimer of Warranties
- Handwriting.io AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY,
OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY,
TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY
CONTENT. Handwriting.io AND ITS LICENSORS DO NOT REPRESENT OR WARRANT
THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,
SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR
EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET
CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE
CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE
AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS.
ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Handwriting.io AND ITS
- Certain states and/or jurisdictions such as New Jersey may not
allow the disclaimer of warranties, so the exclusions set forth above
may not apply to Customer.
- Limitation of Liability
- IN NO EVENT SHALL Handwriting.io's AGGREGATE LIABILITY EXCEED THE
AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE ONE (1) MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY SUCH
LIABILITY. IN NO EVENT SHALL Handwriting.io AND/OR ITS LICENSORS BE
LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND
(INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE,
INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR
FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN
IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
- Certain states and/or jurisdictions such as New Jersey may not
allow the limitation of liability, so the exclusions set forth above may
not apply to Customer.
- Local Laws and Export Control
- The service provided on the Handwriting.io Service site includes
services and uses software and technology that may be subject to United
States export controls administered by the U.S. Department of Commerce,
the United States Department of Treasury Office of Foreign Assets
Control, and other U.S. agencies and the export control regulations of
the European Union.
- Customer and each authorized User of this site acknowledges and
agrees that the site shall not be used, and none of the underlying
information, software, or technology may be transferred or otherwise
exported or re-exported to countries as to which the United States
and/or the European Union maintains an embargo (collectively, "Embargoed
Countries"), or to or by a national or resident thereof, or any person
or entity on the U.S. Department of Treasury's List of Specially
Designated Nationals or the U.S. Department of Commerce's Table of
Denial Orders (collectively, "Designated Nationals"). The lists of
Embargoed Countries and Designated Nationals are subject to change
- By using the Service, Customer represents and warrants that
Customer is not located in, under the control of, or a national or
resident of an Embargoed Country or Designated National. Customer agrees
to comply strictly with all U.S. and European Union export laws and
assume sole responsibility for obtaining any necessary licenses to
export or re-export. The Service provided on the site may use encryption
technology that is subject to licensing requirements under the U.S.
Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council
Regulation (EC) No. 1334/2000 Handwriting.io and its licensors make no
representation that the Service is appropriate or available for use in
- If Customer uses the Service from outside the United States of
America and/or the European Union, Customer is solely responsible for
compliance with all applicable laws, including without limitation export
and import regulations of other countries. Any diversion of the Content
contrary to United States or European Union (including European Union
Member States) law is prohibited. None of the Content, nor any
information acquired through the use of the Service, is or will be used
for nuclear activities, chemical or biological weapons or missile
projects, unless specifically authorized by the United States government
or appropriate European body for such purposes.
- Handwriting.io may give notice by means of a general notice on the
Service or electronic mail to Customer's e-mail address on record in
Handwriting.io's account information. Such notice shall be deemed to
have been given upon the expiration of 12 hours after posting or
- Customer may give notice to Handwriting.io (such notice shall be
deemed given when received by Handwriting.io) at any time by any of the
following: letter sent by confirmed facsimile to Handwriting.io at the
following fax number: (917) 591-1141; letter delivered by nationally
recognized overnight delivery service or first class postage prepaid
mail to Handwriting.io at the following address: Handwriting.io, 377
Park Ave. South, 8th Floor, New York, NY 10016 addressed to the attention of:
- Assignment Modification
- This Agreement may be assigned without Customer's consent by
Handwriting.io to (i) a parent or subsidiary, (ii) an acquirer of
assets, or (iii) a successor by merger.
- Handwriting.io reserves the right to modify the terms and
conditions of this Agreement or its policies relating to the Service at
any time provided reasonable notice is given to Customer before such
- Limitation on Actions
- Any claim or cause of action with respect to Handwriting.io, the
Services or the Website must be commenced within one (1) year after the
claim or cause of action arose. Any claim or cause of action under this
Agreement must be brought by Customer.
- Governing Law and Jurisdiction. This Agreement shall be governed by
New York law and controlling United States federal law, without regard
to the choice or conflicts of law provisions of any jurisdiction, and
any disputes, actions, claims or causes of action arising out of or in
connection with this Agreement or the Service shall be subject to the
exclusive jurisdiction of the state and federal courts located in New
York County, New York.
- Attorney's Fees. In any action to enforce this Agreement, the
prevailing Party shall be entitled to recover all court costs and
reasonable legal fees incurred.
- Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, then such
provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect.
- Independence of Parties. No joint venture, partnership, employment,
or agency relationship exists between Customer or any User and
Handwriting.io as a result of this agreement or use of the Service.
- Waiver. The failure of Handwriting.io to enforce any right or
provision in this Agreement shall not constitute a waiver of such right
or provision unless acknowledged and agreed to by Handwriting.io in
- Liability for Authorized Users. To the extent any Authorized Users
are employees of affiliates, contractors, or other third parties, or are
independent contractors (collectively, "Other Entities"), Customer shall
ensure that such Authorized Users comply with this Agreement and
Customer shall be responsible for any non-compliance by such an
- Force Majeure. Each party will be excused from any delay or failure
in performance for up to thirty (30) days for any reason beyond its
reasonable control such as acts of God, acts of any government, war or
other hostilities, the elements, fire, explosion, power failure,
telecommunications failure, industrial or labor dispute, inability to
obtain supplies and the like, or breakdown of equipment or any other
causes beyond such party's control.
- Entire Agreement. This Agreement, together with all incorporated
policies and agreements, comprises the entire agreement between Customer
and Handwriting.io and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral,
between the parties regarding the subject matter contained herein.
- Titles. The section titles in the Terms are for convenience only
and have no legal or contractual effect.
- This Agreement and its terms inure to the benefit of
Handwriting.io's successors, assigns and licensees.