B2B subscription contract, legal scope of digital signatures, and strict liability limitations designed for mutual legal defense.
Audit-ready electronic signatures compliant with UNCITRAL, US ESIGN/UETA, and EU eIDAS frameworks.
Ilithya supplies the workflow engine but is never a party, guarantor, or witness to agreements between users.
Total aggregate liability is capped at amounts actually paid by the Customer in the 12 months preceding the claim.
Disputes resolved via 30-day friendly negotiation followed by binding commercial arbitration with no class lawsuits.
Ilithya Workflow is a Software-as-a-Service (SaaS) workflow orchestration and digital signing platform offered exclusively for enterprise and commercial use (B2B).
By accessing or using the platform, the individual executing this agreement represents and warrants that they possess full legal capacity and corporate authority to bind their enterprise to these Terms.
Electronic signatures and verification stamps generated by Ilithya Workflow incorporate UTC timestamps, origin IP metadata, and SHA-256 cryptographic hashes engineered to meet statutory evidentiary standards under:
• UNCITRAL Model Law on Electronic Commerce and Model Law on Electronic Signatures.
• The Electronic Signatures in Global and National Commerce Act (ESIGN) and Uniform Electronic Transactions Act (UETA).
• Regulation (EU) No 910/2014 (eIDAS) regarding advanced electronic signatures.
• Applicable commercial codes and data message statutes throughout the Americas.
To preclude unfounded claims and improper joinder in third-party litigation:
a) Ilithya is NOT a Party: Ilithya operates strictly as an impartial technology provider. In no event shall Ilithya be deemed a party, guarantor, surety, or witness to contracts, purchase orders, dismissals, or vendor payments executed on the platform.
b) Customer Duty to Determine Legal Form: The Customer bears sole responsibility for verifying whether an electronic signature is legally permissible for the specific subject matter under the laws of the applicable jurisdiction, or whether traditional formalities (such as notarial deeds or court filings) are mandated.
c) Accuracy of Document Contents: Ilithya does not inspect, substantiate, or verify the veracity, legitimacy, or compliance of the text, dollar figures, or attachments uploaded by users.
Ilithya disclaims all liability arising out of commercial or labor disputes between the Customer and its suppliers, employees, or regulatory authorities regarding contracts routed through the system.
The Customer and its authorized signers maintain exclusive duty over the confidentiality of their corporate SSO credentials (Google Workspace / Microsoft 365).
Any approval or signature placed using legitimate corporate credentials shall be legally presumed to have been executed by its authorized holder, releasing Ilithya from any claim resulting from compromised internal accounts or unauthorized internal delegation.
To manage legal and enterprise risk:
• Exclusion of Indirect and Consequential Damages: Under no circumstances shall Ilithya, its affiliates, directors, or employees be liable for lost profits, lost revenues, business interruption, loss of goodwill, punitive damages, or procurement of substitute services.
• Aggregate Liability Cap: Ilithya’s total cumulative liability arising out of or related to this agreement shall be strictly capped at the total amount actually paid by the Customer to Ilithya during the twelve (12) months preceding the event giving rise to liability (or $0 USD for pilot evaluations and free tiers).
The Customer agrees to defend, indemnify, and hold harmless Ilithya and its officers from and against any third-party claims, government investigations, labor fines, or legal expenses (including reasonable attorney fees) resulting from:
1. The illegality, infringement, or factual falsity of documents submitted by its users.
2. Contractual disputes between the Customer and its employees, contractors, or vendors.
3. Any breach of applicable privacy laws or these Terms by the Customer.
• 30-Day Friendly Negotiation: In the event of any controversy, the parties agree to conduct good-faith direct executive negotiations for at least thirty (30) business days.
• Binding Commercial Arbitration: Unresolved disputes shall be submitted to final and binding commercial arbitration under established rules of arbitration, with no recourse to jury trial.
• Class Action Waiver: The Customer agrees that all disputes shall be resolved exclusively on an individual basis, waiving all rights to initiate, join, or participate in class actions or collective lawsuits against Ilithya.
For custom enterprise master service agreements (MSA), specific SLAs, or regulatory filings, reach out to our legal department.
