Enterprise Terms & Conditions

These Enterprise Terms & Conditions ("Enterprise Terms") supplement the Master Terms of Service and apply to organizations purchasing or using Enterprise Services provided by JHS Solutions LLC ("Company," "we," "our," or "us").

Enterprise Services are intended for organizations requiring advanced administration, centralized billing, enhanced security, organizational management, enterprise integrations, APIs, artificial intelligence services, compliance support, and scalable electronic agreement solutions.

These Enterprise Terms form part of the Portal Platform Legal Suite™ and should be read together with:

LEGAL-001 — Master Terms of Service;

LEGAL-002 — Privacy Policy;

LEGAL-003 — Communications Policy;

LEGAL-004 — Security Policy;

LEGAL-005 — AI Services Policy;

LEGAL-006 — Electronic Signature Disclosure & Consent;

LEGAL-007 — Cookie Policy;

LEGAL-008 — Acceptable Use Policy;

LEGAL-009 — Trust Center™ Policy;

LEGAL-010 — Record Retention Policy;

LEGAL-011 — Accessibility Statement;

LEGAL-012 — Subprocessors & Third-Party Services Policy;

LEGAL-013 — Data Processing Addendum;

and all applicable agreements executed between the parties.

1.1 Purpose

These Enterprise Terms establish the contractual framework governing Enterprise Services provided through the Portal Platform™.

Enterprise Services may include:

organization workspaces;

centralized administration;

enterprise billing;

advanced reporting;

API access;

AI-powered services;

Trust Center™ enterprise verification;

enterprise integrations;

identity management;

compliance support;

future enterprise functionality.

1.2 Scope

These Terms apply to:

corporations;

limited liability companies;

partnerships;

nonprofit organizations;

governmental entities;

educational institutions;

healthcare organizations;

financial institutions;

enterprise customers;

organizations using Enterprise Services.

1.3 Enterprise Account

An Enterprise Account is an organizational account created for an authorized business or institution.

Enterprise Accounts may include:

one or more administrators;

delegated managers;

authorized employees;

departments;

business units;

external collaborators where permitted.

The organization is responsible for ensuring that only authorized individuals access the Enterprise Account.

1.4 Organization Administrator

Each Enterprise Account shall designate at least one Organization Administrator.

Administrators may have authority to:

manage users;

assign permissions;

configure security settings;

approve workflows;

manage subscriptions;

access reports;

administer APIs;

configure integrations;

manage billing;

perform additional administrative functions.

The organization is responsible for the actions of its designated administrators.

1.5 Authorized Users

Enterprise Accounts may permit access by authorized:

employees;

officers;

directors;

contractors;

consultants;

agents;

temporary personnel;

affiliated organizations where permitted.

The organization is responsible for ensuring that Authorized Users comply with all applicable Platform policies.

1.6 Enterprise Responsibilities

The organization agrees to:

maintain accurate account information;

designate responsible administrators;

protect credentials;

implement reasonable internal security controls;

promptly remove unauthorized users;

maintain appropriate internal policies;

comply with applicable laws;

supervise Authorized Users;

cooperate during security investigations where appropriate.

1.7 Enterprise Security

Enterprise customers are encouraged to enable available security features, including where supported:

Multi-Factor Authentication (MFA);

Single Sign-On (SSO);

role-based permissions;

IP restrictions;

session controls;

audit reporting;

administrator approvals;

device management;

future enterprise security features.

Availability depends on the applicable subscription plan and Platform capabilities.

1.8 Future Enterprise Services

The Company may introduce additional Enterprise Services including:

SCIM user provisioning;

enterprise AI assistants;

advanced analytics;

compliance dashboards;

legal hold administration;

advanced workflow automation;

enterprise identity management;

organization-specific Trust Center™ features;

dedicated infrastructure options;

custom APIs;

future enterprise capabilities.

The Company reserves the right to modify, expand, or discontinue Enterprise Services in accordance with applicable agreements and the Master Terms of Service.

2.1 Enterprise Subscription

Enterprise Services are provided under an Enterprise Subscription, Enterprise Agreement, Master Services Agreement ("MSA"), Statement of Work ("SOW"), Purchase Order ("PO"), or other written agreement approved by the Company.

Enterprise subscriptions may include:

organization workspaces;

enterprise administration;

centralized billing;

advanced security;

enterprise APIs;

AI Services;

Trust Center™ enhancements;

compliance features;

dedicated support;

future enterprise functionality.

Enterprise subscriptions do not transfer ownership of the Platform or any intellectual property to the Customer.

2.2 License Grant

Subject to compliance with these Enterprise Terms and applicable agreements, the Company grants the Enterprise Customer a limited, non-exclusive, non-transferable, revocable license to access and use Enterprise Services solely for the Customer's lawful internal business purposes.

Unless expressly authorized in writing, the Customer shall not:

sublicense Enterprise Services;

resell Platform access;

operate a competing hosted service;

reverse engineer Platform software;

create derivative commercial services based upon the Platform.

All rights not expressly granted remain reserved by the Company.

2.3 Enterprise Pricing

Enterprise pricing may be based upon one or more factors including:

number of users;

number of administrators;

number of transactions;

API usage;

AI usage;

storage requirements;

communication volume;

implementation services;

support level;

negotiated enterprise pricing.

Enterprise pricing may differ from publicly available pricing.

2.4 Invoicing

Unless otherwise agreed in writing:

invoices are payable according to the payment terms stated on the applicable invoice;

recurring subscriptions may renew automatically unless cancelled in accordance with the applicable agreement;

invoices may be delivered electronically;

taxes, governmental fees, duties, or similar charges remain the Customer's responsibility unless otherwise required by law.

Late payments may result in suspension of Enterprise Services where permitted by law or contract.

2.5 Payment Methods

The Company may accept payment through:

ACH transfers;

wire transfers;

credit cards;

debit cards;

electronic payment platforms;

corporate purchasing systems;

approved purchase orders;

future payment methods.

The Company reserves the right to require specific payment methods for Enterprise accounts based upon credit evaluation, contractual arrangements, or operational requirements.

2.6 Procurement Requirements

The Company recognizes that Enterprise Customers may be subject to internal procurement procedures.

Where appropriate, the Company may provide:

vendor questionnaires;

security documentation;

privacy documentation;

insurance information;

compliance documentation;

completed procurement forms;

publicly available policies;

reasonable responses to due diligence requests.

The Company reserves the right to protect confidential information, trade secrets, proprietary security information, and information relating to other customers.

2.7 Implementation Services

Where purchased, Enterprise implementation services may include:

account configuration;

administrator onboarding;

workflow consultation;

data migration assistance;

integration guidance;

API implementation support;

security configuration;

user training;

future implementation services.

Implementation timelines depend upon Customer cooperation, project scope, technical complexity, and other factors.

2.8 Professional Services

Professional services may include:

consulting;

workflow optimization;

custom configuration;

integration assistance;

API consulting;

administrator training;

compliance consultation related to Platform functionality;

future professional services.

Professional services do not constitute legal, accounting, tax, regulatory, or professional advice unless expressly agreed in writing.

2.9 Service Availability

The Company seeks to maintain commercially reasonable availability of Enterprise Services.

Service availability may be affected by:

scheduled maintenance;

infrastructure upgrades;

cybersecurity events;

Internet disruptions;

third-party provider interruptions;

force majeure events;

Customer systems;

circumstances beyond the Company's reasonable control.

Unless expressly stated in a separate written Service Level Agreement (SLA), the Company does not guarantee a specific uptime percentage.

2.10 Enterprise Support

Enterprise Customers may receive support services according to their applicable subscription or written agreement.

Support options may include:

priority support;

administrator assistance;

technical troubleshooting;

implementation guidance;

API support;

escalation procedures;

onboarding assistance;

future enterprise support offerings.

Support response objectives are operational goals and do not constitute legally binding guarantees unless expressly stated in a written SLA.

2.11 APIs and Integrations

Enterprise Customers may receive access to APIs and integration capabilities.

API use remains subject to:

published documentation;

security requirements;

authentication controls;

usage limitations;

rate limits;

acceptable use requirements;

applicable licensing terms.

The Company may modify, update, or discontinue APIs as technology evolves, provided material changes affecting production use are communicated when reasonably practicable.

2.12 Single Sign-On (SSO)

Where available, Enterprise Customers may integrate approved identity providers through Single Sign-On (SSO).

The Customer remains responsible for:

identity provider configuration;

user lifecycle management;

administrator permissions;

authentication policies;

internal identity governance.

Availability of SSO depends upon the applicable subscription plan and supported technologies.

2.13 SCIM Provisioning

Where supported, Enterprise Customers may utilize SCIM or similar provisioning technologies for automated user lifecycle management.

The Customer remains responsible for ensuring the accuracy of synchronized user information and promptly removing users who no longer require access.

2.14 Government and Regulated Customers

Government entities and regulated organizations may be subject to additional procurement, compliance, security, or record retention requirements.

Unless expressly agreed in writing, the Company does not represent that the Platform satisfies every industry-specific or governmental compliance framework.

Customers remain responsible for determining whether the Platform meets their regulatory obligations.

2.15 Enterprise Security Responsibilities

Enterprise Customers agree to implement reasonable internal security practices, including where appropriate:

Multi-Factor Authentication (MFA);

administrator access reviews;

least privilege access controls;

user termination procedures;

password management;

endpoint protection;

employee security awareness training;

incident reporting procedures;

regular review of audit logs.

The Company and the Customer share responsibility for maintaining the security of Enterprise environments.

2.16 Future Enterprise Features

The Company may introduce additional Enterprise capabilities including:

dedicated environments;

customer-managed encryption keys;

advanced audit reporting;

AI governance tools;

compliance dashboards;

custom retention policies;

organization-specific branding;

advanced workflow automation;

federation services;

future enterprise innovations.

Availability of future features may depend upon subscription level, technical feasibility, and separate written agreements.

3.1 Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than a commercially reasonable standard of care.

Confidential Information may include:

business plans;

pricing;

technical documentation;

security information;

customer information;

software;

APIs;

source code;

trade secrets;

implementation materials;

procurement documentation;

future proprietary information.

Confidential Information does not include information that:

becomes publicly available without breach of this Agreement;

was lawfully known prior to disclosure;

is independently developed without use of the disclosed information;

is lawfully received from a third party without confidentiality restrictions.

3.2 Intellectual Property

The Company retains all right, title, and interest in and to:

Portal Platform™;

eSignare®;

Trust Center™;

Dispatch Center™;

Certificate of Completion™;

Verification technologies;

AI Services;

APIs;

software;

documentation;

trademarks;

copyrights;

trade secrets;

proprietary processes;

future intellectual property.

No ownership rights are transferred to the Customer except for the limited license expressly granted under these Enterprise Terms.

Customer Data remains owned by the Customer or its licensors.

3.3 Enterprise Data

The Company processes Enterprise Customer Data solely as necessary to:

provide Platform services;

maintain security;

support requested functionality;

comply with applicable law;

perform contractual obligations.

Processing of Enterprise Data remains subject to the Master Terms of Service, Privacy Policy, and Data Processing Addendum where applicable.

3.4 Service Level Agreements

If the parties execute a separate written Service Level Agreement ("SLA"), that SLA shall govern service availability, support response objectives, maintenance windows, service credits, and other operational commitments expressly covered by the SLA.

In the absence of a written SLA, the Company will use commercially reasonable efforts to provide reliable Enterprise Services but does not guarantee any specific uptime, response time, recovery objective, or performance metric.

3.5 Customer Responsibilities

Enterprise Customers remain responsible for:

internal governance;

administrator oversight;

user provisioning and deprovisioning;

protecting credentials;

reviewing audit reports;

complying with applicable laws;

obtaining internal approvals;

safeguarding exported records;

supervising Authorized Users.

The Company is not responsible for the Customer's internal administrative decisions.

3.6 Indemnification

To the extent permitted by applicable law, the Customer agrees to defend, indemnify, and hold harmless the Company, its officers, directors, employees, contractors, and affiliates from claims, losses, liabilities, damages, costs, and reasonable attorneys' fees arising out of:

the Customer's breach of these Enterprise Terms;

unlawful use of the Platform;

Customer-provided content;

violations of applicable law by the Customer;

misuse of Enterprise Services;

infringement resulting from Customer materials.

The Company shall promptly notify the Customer of any indemnified claim and reasonably cooperate in the defense, at the Customer's expense.

3.7 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING FROM OR RELATING TO:

use of Enterprise Services;

Customer administrative decisions;

third-party provider failures;

Internet disruptions;

cloud provider outages;

cybersecurity incidents beyond the Company's reasonable control;

force majeure events;

delays caused by Customer actions or omissions.

Except where prohibited by law or otherwise agreed in a separately negotiated written agreement, the Company's aggregate liability arising under these Enterprise Terms shall not exceed the fees paid by the Enterprise Customer for the affected Enterprise Services during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this section limits liability that cannot lawfully be excluded or limited.

3.8 Suspension and Termination

The Company may suspend or terminate Enterprise Services where reasonably necessary to:

protect Platform security;

prevent fraud;

comply with applicable law;

enforce contractual obligations;

address material non-payment;

respond to significant violations of Platform policies.

Where reasonably practicable, the Company will provide advance notice and an opportunity to cure material breaches, unless immediate action is necessary to protect the Platform, Customers, or applicable legal interests.

3.9 Assignment

Neither party may assign these Enterprise Terms without the prior written consent of the other party, except that the Company may assign these Terms in connection with:

a merger;

acquisition;

corporate reorganization;

sale of substantially all assets;

internal corporate restructuring.

Any permitted assignee shall assume the applicable obligations under these Enterprise Terms.

3.10 Relationship to Other Agreements

These Enterprise Terms supplement:

the Master Terms of Service;

Enterprise Agreements;

Statements of Work;

Purchase Orders accepted by the Company;

Service Level Agreements;

Data Processing Addenda;

other written agreements executed by the parties.

In the event of a conflict, the following order of precedence shall apply unless otherwise expressly stated in writing:

A negotiated Enterprise Agreement or Master Services Agreement.

Statement of Work applicable to the affected services.

Service Level Agreement.

Data Processing Addendum.

These Enterprise Terms.

Master Terms of Service.

Remaining applicable Platform policies.

3.11 Relationship to Other Policies

These Enterprise Terms form part of the Portal Platform Legal Suite™ and shall be interpreted together with:

LEGAL-001 — Master Terms of Service;

LEGAL-002 — Privacy Policy;

LEGAL-003 — Communications Policy;

LEGAL-004 — Security Policy;

LEGAL-005 — AI Services Policy;

LEGAL-006 — Electronic Signature Disclosure & Consent;

LEGAL-007 — Cookie Policy;

LEGAL-008 — Acceptable Use Policy;

LEGAL-009 — Trust Center™ Policy;

LEGAL-010 — Record Retention Policy;

LEGAL-011 — Accessibility Statement;

LEGAL-012 — Subprocessors & Third-Party Services Policy;

LEGAL-013 — Data Processing Addendum;

LEGAL-015 — eSignare Notary™ Terms;

LEGAL-016 — IPEN & RON Supplement; and

any additional legal documents adopted by the Company.

3.12 Amendments

The Company may revise these Enterprise Terms to reflect:

legal developments;

regulatory requirements;

technological advancements;

security enhancements;

new Enterprise Services;

operational improvements;

industry best practices.

Material revisions will be communicated using reasonable electronic methods where required by applicable law or written agreement.

3.13 Contact Information

Questions regarding these Enterprise Terms & Conditions or the Company's Enterprise Services may be submitted to:

JHS Solutions LLC

Email: support@esignare.com

Support is available for matters including:

Enterprise Services

Enterprise Accounts

Enterprise Billing

Enterprise Administration

Procurement Questions

Security & Compliance Documentation

Data Processing Questions

Enterprise Support

API & Integration Questions

Business Account Management

General Customer Support

Additional contact methods and support resources may be published through the Portal Platform™ from time to time.

Where required by applicable law, the Company may designate an enterprise, compliance, or legal representative to assist with enterprise-related inquiries.

3.14 Governing Law

These Enterprise Terms shall be governed by the laws of the State of Florida, together with applicable federal laws of the United States, unless another governing law is expressly provided in a negotiated written Enterprise Agreement.

3.15 Severability

If any provision of these Enterprise Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Any invalid provision shall be interpreted or modified only to the extent necessary to preserve its intended purpose while maintaining the overall effectiveness of these Enterprise Terms.

3.16 Survival

The provisions relating to:

confidentiality;

intellectual property;

payment obligations;

indemnification;

limitation of liability;

data protection;

audit rights;

governing law;

dispute resolution; and

any provisions intended by their nature to survive,

shall survive the expiration or termination of these Enterprise Terms to the extent permitted by applicable law.

BY EXECUTING AN ENTERPRISE AGREEMENT, MASTER SERVICES AGREEMENT, PURCHASE ORDER, STATEMENT OF WORK, OR OTHER WRITTEN AGREEMENT FOR ENTERPRISE SERVICES, OR BY USING ENTERPRISE SERVICES WHERE THESE TERMS APPLY, THE ENTERPRISE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO THESE ENTERPRISE TERMS & CONDITIONS.