Terms of Service

Curanor Terms of Service

Version 1.0 · Effective May 27, 2026

These Terms of Service (“Terms”) govern your access to and use of Curanor (the “Service”), an electronic signature and document management platform operated by Viciens, LLC, a South Carolina limited liability company doing business as 127 Foundry (“Company,” “we,” “us,” or “our”). “Curanor” is the product name; the contracting entity is Viciens, LLC d/b/a 127 Foundry.

By creating an account, clicking a button or checkbox marked “I Agree” (or substantially similar language), or otherwise accessing or using the Service, you agree to be bound by these Terms on behalf of yourself and any organization you represent. If you do not agree to these Terms, you must not access or use the Service.

1. Acceptance and Application

These Terms form a binding agreement between you (or the entity you represent) and Viciens, LLC d/b/a 127 Foundry. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms, and references to “you” in these Terms include both you individually and the organization.

These Terms apply to all users of the Service, including users who access the Service through an account (“Admins”) and individuals who receive and act on signing requests through a tokenized link (“Signers”). Signers' use of the Service is governed by these Terms and by the electronic signature consent presented at the time of signing.

2. Definitions

Capitalized terms used in these Terms have the meanings set out below or in the section in which they are first defined.

• Account means the registered Admin account through which you access and configure the Service.
• Audit Record means the chronological log of events (including timestamps, IP addresses, user-agent strings, and interaction events) associated with a specific signing transaction.
• Customer Content means any documents, templates, field configurations, text, images, or other materials that you or your Signers upload to, generate within, or transmit through the Service.
• Documentation means the published help materials, API references, and product guides that we make generally available for the Service.
• Fees means the subscription fees and any other charges payable for the Service as set out at checkout or in your account billing settings.
• Sealed Document means the final PDF produced by the Service upon completion of a signing transaction, containing all executed signatures, the certificate-of-completion page, and the cryptographic seal.
• Subscription Period means the recurring billing period selected at checkout (monthly or annually).
• Subprocessor means a third-party service provider listed in our Privacy Policy that processes personal data on our behalf to deliver the Service.

3. The Service

3.1 Access and License

Subject to your compliance with these Terms and timely payment of all Fees, we grant you a non-exclusive, non-transferable, non-sublicensable license, during the Subscription Period, to access and use the Service for your internal business purposes.

3.2 Service Description

The Service enables you to upload or compose documents, configure signature fields and other annotations, send documents to Signers for electronic execution, capture electronic signatures and associated metadata, generate Sealed Documents with a certificate of completion, and retain Audit Records and Sealed Documents.

3.3 Service Level

We will use commercially reasonable efforts to maintain the Service at a target availability of 99.5% per calendar month, excluding scheduled maintenance windows, force-majeure events, and disruptions caused by third-party providers or your own systems. The Service is provided without any formal uptime credits, refunds, or financial remedies for downtime. This Section is a soft commitment, not a service-level agreement; we do not guarantee any specific level of availability.

3.4 Technical Support

We provide email-based technical support during US business hours. Response times are not guaranteed but we will use commercially reasonable efforts to acknowledge support requests within two business days.

3.5 Modifications to the Service

We may modify, add, or remove features of the Service from time to time. We will not materially reduce the general functionality of the Service during a paid Subscription Period without notice. New features may be introduced as “Beta” (see Section 14).

4. Your Account

4.1 Account Eligibility

The Service is intended for use by businesses and by individuals acting in a business capacity. You must be at least 18 years old and legally able to enter into binding contracts to create an Account.

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, whether or not authorized by you. You must notify us promptly of any actual or suspected unauthorized access to or use of your Account.

4.3 Acceptable Use

You must not, and must not permit any third party to: (a) use the Service for any unlawful purpose or in violation of any applicable law; (b) reverse engineer, decompile, or attempt to derive the source code of the Service; (c) circumvent or attempt to circumvent any security feature or usage limitation of the Service; (d) use the Service to send unsolicited bulk communications, malware, or any content that is fraudulent, defamatory, harassing, or infringing; (e) resell, sublicense, white-label, or otherwise commercially exploit the Service except as expressly permitted in a written agreement signed by us; or (f) use the Service to benchmark its performance for the purpose of developing a competing product.

5. Customer Content

5.1 Ownership

As between you and us, you retain all rights, title, and interest in and to Customer Content. These Terms do not grant us any ownership rights in Customer Content.

5.2 License to Operate

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Content solely as necessary to provide the Service to you, generate Sealed Documents, deliver Audit Records, and comply with applicable law. This license terminates when the relevant Customer Content is deleted from the Service, except to the extent retention is required by Section 8.5 or by applicable law.

5.3 No AI Training on Customer Content

We will not use Customer Content to train artificial-intelligence or machine-learning models. This restriction applies to Customer Content in any form, including document text, signature images, and Audit Records, and applies whether the model is operated by us, by a Subprocessor, or by any third party. We may use aggregated, de-identified operational data (for example, total number of envelopes sent per tenant, average completion time, error counts) for product analytics and capacity planning, but such data will not contain or be derived from the substantive content of any document.

5.4 Your Representations Regarding Customer Content

You represent and warrant that, with respect to all Customer Content you submit to the Service: (a) you have all rights and authority necessary to submit it and to grant the license in Section 5.2; (b) the Customer Content does not infringe, misappropriate, or violate any intellectual property right, privacy right, publicity right, or contractual right of any third party; (c) you have obtained all necessary consents and provided all necessary disclosures to any individual whose personal information is contained in Customer Content; and (d) the Customer Content does not contain any payment card number, card-verification value, or other data subject to the Payment Card Industry Data Security Standard (PCI DSS).

5.5 Sensitive Data You May Submit

The Service is designed to handle the kinds of documents that are routine in commercial and real-estate transactions, which may include partial financial account references, tax identification numbers, social security numbers, and other sensitive personal information. You are solely responsible for determining that your submission of any such data through the Service is lawful, that you have any required consents from the individuals concerned, and that the security posture of the Service is appropriate for your intended use. Payment card numbers and CVVs may not be submitted (see Section 5.4(d)).

6. Electronic Signature Service Disclaimers

The Service is a technology platform for the creation and execution of electronic documents. The disclaimers in this Section 6 are material to the agreement between you and us. Please read them carefully.

6.1 No Legal Advice

None of the Service, the Documentation, the templates, the Audit Records, or any other content or materials provided by us constitutes or provides legal or other professional advice. We do not warrant that any use of the Service will produce any specific legal outcome or that any document executed through the Service will be enforceable in any particular jurisdiction or proceeding. You should consult a qualified licensed attorney or other appropriate professional for advice tailored to your specific circumstances. Viciens, LLC d/b/a 127 Foundry is not a law firm. Communications between you and us are not protected as privileged communications under any attorney-client privilege or work-product doctrine. You are solely responsible for ensuring that your use of the Service complies with all applicable laws, regulations, and contractual obligations.

6.2 Jurisdiction-Specific Enforceability

Electronic signatures and electronic records may not be legally enforceable in all jurisdictions or for all document types. Certain laws — including the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and state versions of the Uniform Electronic Transactions Act (UETA) — expressly exclude specific categories of documents and transactions from the scope of electronic-signature enforceability. We make no representation or warranty that any document executed through the Service is legally enforceable in any jurisdiction, court, administrative proceeding, or other forum, or that the Service is appropriate for any particular document type or use case. It is your sole responsibility to verify, with qualified legal counsel, that your intended use of the Service complies with all applicable laws and that electronic signatures are legally sufficient for your specific documents and jurisdiction. We assume no liability for any failure of an electronically executed document to be recognized as valid or enforceable by any court, governmental authority, or third party.

6.3 Signer Authentication

We deliver signing requests by email to the address you provide and record the interaction events (IP address, user agent, timestamp, and click-through confirmation) associated with each signing session. These records are provided to support your own compliance and evidentiary needs. We do not independently verify that the individual who receives, opens, or completes a signing request is the person you intended to receive it, or that any identity information provided by a Signer is accurate or authentic. You are solely responsible for confirming the identity of any Signer through means appropriate to the risk and legal requirements of your transaction, and for obtaining any consents, disclosures, or identity verifications required by applicable law. We disclaim all liability arising from any dispute about Signer identity or authority to sign.

6.4 Audit Records and Document Retention

We maintain Audit Records for each signing transaction. We will use commercially reasonable efforts to retain Audit Records and Sealed Documents for a period of seven (7) years following the completion or expiration of each transaction. These records are provided as a convenience to support your own recordkeeping, compliance, and dispute-resolution needs. We make no representation or warranty regarding the legal admissibility of any Audit Record or Sealed Document in any judicial, arbitral, or administrative proceeding, and we are not acting as a legal custodian or records agent for you or any Signer. You are solely responsible for maintaining your own document retention program, for complying with all applicable document-retention laws and regulations, and for preserving any documents you may need in legal proceedings. Availability of records beyond the seven-year retention period is not guaranteed.

7. Fees, Payment, and Auto-Renewal

7.1 Fees

Fees are payable in advance in US dollars at the rate specified at checkout. All Fees are non-refundable except where expressly stated otherwise in these Terms or required by applicable law. We may change Fees from time to time; any change will take effect at the start of your next Subscription Period and we will give you at least thirty (30) days' advance notice of the change.

7.2 Payment Method

You authorize us, or our payment processor (currently Stripe, Inc.), to charge the payment method on file for all Fees as they become due, including at each renewal of the Subscription Period. You are responsible for keeping your payment information current.

7.3 Taxes

Fees are exclusive of any sales, use, value-added, withholding, or similar taxes. You are responsible for any such taxes assessed on your purchase of the Service, other than taxes based on our net income.

7.4 Auto-Renewal — California Automatic Renewal Law Disclosure

Your subscription automatically renews at the end of each Subscription Period at the then-current price, unless you cancel at least thirty (30) days before the renewal date. At checkout we present the subscription terms (price, billing frequency, and auto-renewal terms) clearly, and we record your consent to those terms along with the version of these Terms and a timestamp. You may cancel at any time from your account billing settings; cancellation takes effect at the end of the then-current Subscription Period. We will not provide refunds for the unused portion of any prepaid Subscription Period except where required by law.

7.5 Late Payment

If we are unable to charge your payment method on file for any amount when due, we may suspend or terminate your access to the Service after notifying you of the failed payment and providing a reasonable opportunity to cure (which will be at least seven (7) days).

8. Term and Termination

8.1 Term

These Terms begin on the date you first accept them and continue until terminated in accordance with this Section 8. Each Subscription Period begins at checkout (or on renewal) and continues for the length specified at that time.

8.2 Termination by You

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the then-current Subscription Period; you will retain access to the Service through that date.

8.3 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach. We may suspend or terminate your access to the Service immediately, without prior notice, if we reasonably believe that your use of the Service violates applicable law, threatens the security or integrity of the Service or other users, or constitutes a material breach of Section 4.3 (Acceptable Use) or Section 5.4 (Customer Content representations).

8.4 Termination for Insolvency

Either party may terminate these Terms upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed by or against it that is not dismissed within sixty (60) days.

8.5 Effect of Termination

Upon termination or expiration of these Terms for any reason: (a) your right to access and use the Service ends; (b) for a period of thirty (30) days following termination, we will make Customer Content available for export through the Service or, upon request, deliver it to you in a commonly used machine-readable format; (c) after the thirty-day export window, we may delete Customer Content from active systems; and (d) we will retain Audit Records and Sealed Documents for the seven-year period described in Section 6.4 regardless of termination, to preserve the integrity and evidentiary value of executed transactions.

8.6 Survival

Sections 2 (Definitions), 5.1–5.4 (Customer Content ownership, license to operate, AI restrictions, representations), 6 (Electronic Signature Service Disclaimers), 7.5 (Late Payment, only as to amounts accrued), 8.5 (Effect of Termination), 8.6 (Survival), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), 15 (Governing Law and Dispute Resolution), and 16 (General Terms) will survive any termination or expiration of these Terms.

9. Data Privacy and Security

Our processing of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. We engage Subprocessors listed in the Privacy Policy to deliver the Service. We will use commercially reasonable administrative, technical, and physical safeguards to protect Customer Content against unauthorized access, disclosure, and loss. No system is perfectly secure, and we do not guarantee that the Service will be uninterrupted or free from unauthorized access.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has full legal right, power, and authority to enter into and perform these Terms; and (b) its performance of these Terms will not violate any applicable law or any contract to which it is a party.

10.2 Disclaimer of All Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS. WE ARE NOT RESPONSIBLE FOR THE OUTCOMES OF TRANSACTIONS YOU CONDUCT THROUGH THE SERVICE.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 General Cap

EXCEPT FOR LIABILITY DESCRIBED IN SECTIONS 11.3 AND 11.4, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Increased Cap for Confidentiality and Security Breaches

OUR TOTAL CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OUR BREACH OF SECTION 13 (CONFIDENTIALITY) OR FROM A FAILURE TO IMPLEMENT THE SAFEGUARDS DESCRIBED IN SECTION 9 (DATA PRIVACY AND SECURITY) WILL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.4 Uncapped Liability

Nothing in these Terms limits or excludes either party's liability for: (a) its indemnification obligations under Section 12; (b) breach of its confidentiality obligations resulting from gross negligence or willful misconduct; (c) fraud or intentional misrepresentation; or (d) any other liability that cannot be limited or excluded by applicable law.

11.5 Basis of the Bargain

You acknowledge that the Fees you pay reflect the allocation of risk set out in this Section 11, and that we would not enter into these Terms without these limitations.

12. Indemnification

12.1 By You

You will defend, indemnify, and hold harmless Viciens, LLC d/b/a 127 Foundry and its officers, directors, employees, and affiliates from and against any third-party claim, demand, action, or proceeding (and any associated damages, losses, costs, and reasonable attorneys' fees) arising out of or related to: (a) Customer Content; (b) your breach of Section 4.3 (Acceptable Use) or Section 5.4 (Customer Content representations); (c) any document executed or transmitted through the Service by you or any Signer at your direction; or (d) any dispute between you and a Signer or any other third party concerning a document or transaction conducted through the Service.

12.2 By Us

We will defend you from any third-party claim alleging that your authorized use of the Service, in accordance with these Terms, infringes any United States patent, registered copyright, or registered trademark, and we will pay any damages finally awarded against you by a court of competent jurisdiction in connection with such a claim, or any settlement amount we agree to. The foregoing will not apply to any claim arising out of (i) Customer Content, (ii) your modification of the Service, (iii) your combination of the Service with any product or material not provided by us, or (iv) your use of the Service in violation of these Terms.

12.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) providing the indemnifying party with sole control over the defense and settlement of the claim (provided that no settlement may impose any obligation on the indemnified party without its prior written consent); and (c) cooperating with the indemnifying party at the indemnifying party's expense. This Section 12 sets out the parties' sole and exclusive remedies for third-party infringement claims.

13. Confidentiality

“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes Customer Content and our non-public technical and business information.

Each party will: (a) use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; and (b) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care. Confidential Information does not include information that is publicly known through no fault of the receiving party, was rightfully known to the receiving party prior to disclosure, was rightfully received from a third party without confidentiality restriction, or was independently developed without use of the disclosing party's Confidential Information.

Either party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, the receiving party gives the disclosing party advance written notice and a reasonable opportunity to seek a protective order.

14. Beta Features

From time to time we may make available features labeled “Beta,” “Preview,” or similar (“Beta Features”). Beta Features are provided AS IS, may be modified or removed at our discretion with or without notice, and are excluded from any service-level commitment, warranty, indemnification obligation, or support commitment in these Terms. Your use of a Beta Feature is at your own risk.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the State of South Carolina, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or in connection with these Terms or the Service (a “Dispute”) that the parties cannot resolve through good-faith negotiation within thirty (30) days will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, and will take place in Lexington County, South Carolina. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class-Action Waiver

ANY DISPUTES WILL BE BROUGHT SOLELY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. You and we each waive any right to participate as a class representative or class member in any class or representative action. The arbitrator has no authority to consolidate claims of different parties or to preside over any form of class proceeding.

15.4 Injunctive Relief Carve-Out

Notwithstanding Section 15.2, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent or restrain the actual or threatened infringement, misappropriation, or violation of its intellectual-property rights or breach of confidentiality obligations.

15.5 Venue for Court Proceedings

For any claims or proceedings not subject to arbitration under Section 15.4 or otherwise, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lexington County, South Carolina.

16. General Terms

16.1 Entire Agreement

These Terms (together with the Privacy Policy and any order confirmation or checkout terms incorporated by reference) constitute the entire agreement between you and us with respect to the Service and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written. Any pre-printed terms on a purchase order or other customer-supplied document are of no force or effect.

16.2 Modifications to These Terms

We may modify these Terms from time to time. For material changes that reduce your rights or expand your obligations, we will give you at least thirty (30) days' advance notice by email to the address on file and by posting notice in the Service. Other changes (corrections, clarifications, new feature descriptions) take effect when posted. Your continued use of the Service after the effective date of a revised version constitutes acceptance of the revised Terms. If you do not agree to a change that materially reduces your rights, you may terminate your subscription before the change takes effect and receive a prorated refund of any prepaid Fees for the remaining unused Subscription Period.

16.3 Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms, without your consent, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

16.4 Notices

Notices to us must be sent to privacy@curanor.com with a copy to our mailing address on request. Notices to you may be sent to the email address on file for your Account or posted in the Service.

16.5 Independent Contractors

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship between the parties.

16.6 No Third-Party Beneficiaries

These Terms do not create any rights in any third party. Signers interact with the Service under these Terms but acquire no rights as third-party beneficiaries.

16.7 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or failures of cloud infrastructure providers.

16.8 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

16.9 No Waiver

Failure to enforce any right or provision of these Terms is not a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

16.10 Export Controls

You agree to comply with all US export and re-export control laws and regulations applicable to your use of the Service.

16.11 Government Users

If you are a US government entity, the Service is a “commercial item” and the rights granted under these Terms are those customarily provided to the public.

16.12 Electronic Acceptance

These Terms may be accepted electronically. Your electronic acceptance has the same legal effect as a hand-written signature.

16.13 DMCA Notices

If you believe that material on the Service infringes your copyright, please send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated agent. Contact information for our DMCA agent is published in the directory maintained by the United States Copyright Office and is also available on request from privacy@curanor.com.

17. Contact and Attribution

Contracting entity: Viciens, LLC d/b/a 127 Foundry, a South Carolina limited liability company.

Contact: privacy@curanor.com

Mailing address: 30 N Gould St, Ste N, Sheridan, WY 82801, USA

Portions of these Terms are adapted from the Common Paper Cloud Service Agreement (Version 2.1), available at commonpaper.com/standards/cloud-service-agreement/2.1 and used under a Creative Commons Attribution 4.0 International license (CC BY 4.0).