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

  1. Definitions
    1. "Customer" means the individual or authorized representative creating the Subscription account.
    2. "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.
    3. "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.
    4. "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.
    5. "Website" means the Handwriting.io application website and/or Handwriting.io application programming interface (API).
  2. Website and Services
    1. Handwriting.io will maintain and provide the Website for use by Customer and any Authorized Users.
    2. Handwriting.io will perform the following Services.
      1. 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.
      2. 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 this Agreement.
      3. Provide general customer support for functional issues to the Customer and its Authorized Users as described on the Registration Page.
  3. Use of Website
    1. Customer agrees that Customer's use of the Website and the Services is subject to Handwriting.io's Privacy Policy and Website Terms of Use, which may be viewed at handwriting.io. Customer agrees to the Privacy Policy and Website Terms of Use. Handwriting.io reserves the right to modify its Privacy Policy and Website Terms of Use in its reasonable discretion from time to time.
    2. 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 sole discretion.
    3. 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.
  4. Customer Responsibilities
    1. 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.
    2. 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.
    3. 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 or service.
  5. Payment
    1. 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.
    2. 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.
    3. Additional Charges for Usage in Excess of Services plan. If the plan's volume limits are exceeded additional charges will apply.
    4. 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.
    5. Fees Non-Refundable. All fees for Services are payable in advance and are NON-REFUNDABLE.
    6. 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.
    7. 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.
    8. 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.
    9. 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 duties.
    10. 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.
  6. Ownership
    1. 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 Customer Data.
    2. 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 is granted.
  7. Confidentiality
    1. 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 Customer.
  8. Term and Termination
    1. 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.
    2. 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.
  9. Security
    1. 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.
    2. 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.
  10. Representations and Warranties
    1. Handwriting.io represents and warrants that it will provide the Service in a manner consistent with general industry standards under normal use and circumstances.
    2. 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.
    3. 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 rights.
  11. Indemnification
    1. 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.
    2. 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.
  12. Disclaimer of Warranties
    1. 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 LICENSORS.
    2. 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.
  13. Limitation of Liability
    1. 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 DAMAGES.
    2. 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.
  14. Local Laws and Export Control
    1. 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.
    2. 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 without notice.
    3. 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 other locations.
    4. 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.
  15. Notice
    1. 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 transmission.
    2. 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: Subscription Officer.
  16. Assignment Modification
    1. 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.
    2. 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 modification.
  17. Limitation on Actions
    1. 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.
  18. General
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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 writing.
    6. 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 Authorized User.
    7. 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.
    8. 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.
    9. Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.
    10. This Agreement and its terms inure to the benefit of Handwriting.io's successors, assigns and licensees.