DocuXplorer Terms and Conditions

NOTICE: These Terms and Conditions are effective as of September 1, 2020.

Archive Power Systems Inc. DBA DocuXplorer Software (referred in this document as “DocuXplorer” or “we” or “our”) is a content management platform. Our products make it easier for people to share ideas, collaborate and help get work done. Our products can be accessed from any number of device types (e.g., Web, desktop, laptop, tablets, and smartphone devices) that you choose. 

This document, the DocuXplorer Software Terms and Conditions (“Terms and Conditions”), outlines the terms regarding your use of our Products. These Terms are a legally binding contract between you and DocuXplorer Software, so please read carefully. If you do not agree with these Terms, do not register or use any of the Products.

By using, accessing the DocuXplorer Software Products, platform and products including applications, mobile, software, websites or other properties owned or operated by DocuXplorer Software or by registering for a DocuXplorer Software account ( “Services”) you are agreeing to be bound by these Terms for the products and services provided by DocuXplorer Software.

If you are using the Products on behalf of an organization, you are agreeing to these Terms for that organization and promising to DocuXplorer Software that you have the authority to bind that organization to these Terms (in which event, "you" or "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Products.

In order to use the Products, you must be legally permitted to accept these Terms.

DEFINITIONS

"Software" means any computer software and related documentation available from Seller. Software includes computer software owned by DocuXplorer Software, third-party computer software that has been provided for use in association with DocuXplorer's software and computer software that has been custom designed or modified for you.

"Goods" means all hardware and other tangible products, but does not include Software or the media on which the Software is stored.

"Services" means any services provided by DocuXplorer Software to you Services include custom engineering and development, consulting, support, hosted services and training services.

"Products" means any or all Software, Goods and Services.

1. SCOPE

The terms and conditions of sale contained herein shall apply to all Purchase Orders from You, in whatever format and however received, that are accepted by DocuXplorer Software (such Purchase Orders shall be designated below as "Orders" or "Order" as the context requires). Any acceptance by DocuXplorer Software of your Order is made conditional upon your acceptance of a counteroffer, consisting of the additional or different terms and conditions contained herein. You may accept the counteroffer by written acknowledgment or by acceptance of, or payment for, any of the DocuXplorer Software's Products or in any other fashion. In any event, You shall be deemed to have accepted the counteroffer unless it is rejected in writing within ten (10) days of your receipt of the Terms. The acceptance of your Terms, including the different terms and conditions contained herein, shall revoke any provision in the Order that purported to limit or restrict an acceptance by the DocuXplorer Software terms in the Order.

Upon acceptance of the Terms by You, all of the terms and conditions contained herein shall supersede any additional or inconsistent provision in any Order. These Terms, as well as the accepted terms and conditions of any Order, are intended to supplement, but are expressly made subordinate and subject to, the terms and conditions contained in all applicable DocuXplorer Software ’s license agreements including but not limited to DocuXplorer Software’s End User Software License Subscription Agreement, as well as to any non-disclosure, license, VAR, OEM, development, support, beta test and distribution agreement (in total "the Agreements") previously or subsequently entered into by the you and DocuXplorer Software . The acceptance by you of the Terms, including the different terms and conditions contained herein, shall also indicate that you have accepted and agree to abide by the Agreements that were provided to you with the Products. The Agreements shall supersede any inconsistent provisions, in either these Terms or the accepted terms and conditions of an Order, in respect to the specific Products to which they relate and while the Agreements are subsisting.

Provisions, terms and conditions within any Order, or other document submitted by You to DocuXplorer Software, that are inconsistent with the terms contained herein are hereby expressly rejected and shall not be binding upon DocuXplorer Software without its specific written consent. You agree that DocuXplorer Software's failure to specifically object to any such provisions, terms or conditions submitted by you shall not constitute an acceptance by DocuXplorer Software, thereof nor shall it constitute an acceptance by DocuXplorer Software of any waiver of, or modification to, the provisions hereof.

No modification hereof shall be valid unless in writing and duly signed by a person authorized by DocuXplorer Software. The provisions hereof shall not be supplemented by any usage of trade or any course of prior dealings or acquiescence in any course of performance.

2. SOFTWARE

All Software is provided to You under license, it is not sold. You must use the Software strictly in accordance with the terms and conditions in the applicable Software license agreements including but not limited to DocuXplorer Software’s End User Software License Subscription Agreement entered into with the DocuXplorer Software. The Software license agreements shall be specific to the Software or Services provided and to its permitted uses. Until such Software license agreements are in place, and the terms therein accepted by you, you cannot use, copy, distribute or otherwise deal with any Products. You must accept the terms of the DocuXplorer Software’s End User Software License Subscription Agreement ("EUSLSA") which accompanies the Software, copies of which can be obtained from www.docuxplorer.com.

If You are unable or unwilling to accept the terms contained in any Software license agreement with the DocuXplorer Software, You must immediately return the Software.

In no event shall these Terms convey any right, title, interest or license in, to or under the Software, or any associated intellectual property rights, over and above those contained in any Software license accepted by You. These Terms shall not be construed to imply a license to use the Software in the absence of a license. By these Terms, DocuXplorer Software expressly rejects any implied license to use the Software.

3. ORDERS

All Orders are subject to acceptance by DocuXplorer Software. DocuXplorer Software reserves the right to accept or reject any Order in whole or in part, to submit counter offers to You and, without prejudice to any other remedy, to cancel any unfilled Order. DocuXplorer Software may suspend Services under, or delivery of, any unfilled Order in the event any act or omission on your part of a breach or Your obligations hereunder, or delays DocuXplorer Software's performance hereunder.

4. TAXES

All taxes, levies and duties of any nature whatsoever applicable to the Products supplied hereunder shall be paid by You unless You provide DocuXplorer Software with an exemption certificate acceptable to the relevant taxing authority. Unless otherwise specified, the prices shown do not include any taxes.

5. PRICES AND PAYMENT

All prices are subject to change without notice, except prices in a written quote from DocuXplorer Software which, if less than 30 days old, shall be honored as stated therein. All Products are C.O.D. once an Activation ID has been processed and is NOT refundable.

All Orders are also subject to credit approval before delivery. Where You have established credit, payment shall be due thirty (30) days from the date of invoice. Overdue accounts shall bear interest at a rate equal to the higher of one (1) percent per month compounded monthly (annual rate of 12.68%) or the highest rate permitted by applicable law. All amounts are stated, and payments are to be made, in United States currency unless otherwise agreed by the parties in writing. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. If, in DocuXplorer Software's judgment, Your financial condition does not at any time justify payment terms as previously specified, DocuXplorer Software may cancel or suspend any unfilled Order unless You shall, upon written notice, immediately pay for any Products to be shipped or Services to be provided or pay in advance for all Products ordered but not shipped or provided, as applicable, or both, at DocuXplorer Software 's option. If, despite any default by You, DocuXplorer Software elects to continue to make shipments or provide Services and Products, DocuXplorer Software's action in so doing shall not constitute a waiver of any default by You or in any way prejudice DocuXplorer Software's legal remedies for such default.

For all credit/debit card transactions, DocuXplorer will assess a 3.0% non-refundable convenience fee.

6. TITLE AND DELIVERY

Delivery dates are approximate. DocuXplorer Software shall use reasonable efforts to fill all Orders according to the shipment schedule provided by DocuXplorer Software at the time of the acceptance of the applicable Order, but in no event shall DocuXplorer Software guarantee shipment or delivery according to such schedule or be liable for damages due to delays in the delivery. 

You shall attach to all Orders the necessary information to permit DocuXplorer Software to commence its work, together with any import license and/or permits and related certificates which may be necessary, and which shall be supplied by You, at Your expense. 

All shipments shall be made by DocuXplorer Software Free Carrier (or "FCA" as defined in the ICC Incoterms 1990), DocuXplorer Software's production and/or distribution facilities as may be specified by DocuXplorer Software from time to time unless otherwise specified in DocuXplorer Software's Sales Acknowledgment. To the extent that title passes in respect of any Product delivery by DocuXplorer Software, the title to such Product shall pass to You upon delivery thereof by DocuXplorer Software to the carrier. Liability for loss of, or damage to, Products in transit, or thereafter, shall pass to You upon DocuXplorer Software's delivery of the Products to the carrier for shipment to You. In the absence of specific instructions, DocuXplorer Software shall select the carrier. Any Products held or stored for You shall be at Your risk and expense if, at Your request, a shipment is postponed for more than ten (10) days after the date the Products are ready for shipment. Claims against DocuXplorer Software for shortages of Products delivered must be made within thirty (30) days after arrival of shipment to the destination specified in the Order. Claims against DocuXplorer Software related to shipping or the carrier must be made within seven (7) days after such arrival date.

 

Unless otherwise agreed in writing, DocuXplorer Software may make partial shipments and the terms and conditions herein contained shall apply separately for each shipment.

7. WARRANTY AND LIMITATION OF LIABILITY

Subject to the limitations and exclusions below, DocuXplorer Software warrants that the Products will substantially conform with DocuXplorer Software's published specifications relating to the Products for a period of thirty (30) days from date of shipment for Products and for a period of ninety (90) days from date of shipment for any physical media upon which Software is furnished to You. 

DocuXplorer Software shall incur no liability under this warranty unless:

a. DocuXplorer Software is, within the applicable warranty period, promptly notified in writing by You of the discovery of any such non-conforming Products;

b. You immediately return, upon written authorization from DocuXplorer Software to do so, transportation charges prepaid, such alleged non-conforming Products in the form in which originally shipped, with the "Return Material Authorization Number" provided by DocuXplorer Software clearly displayed; and

c. DocuXplorer Software's test procedures disclose that the Products do not substantially conform with DocuXplorer Software 's applicable specifications. 

In no event, however, shall DocuXplorer Software be responsible for any non-conformance or other defects in the Products due to physical damage to the Products as a result of improper handling during or after shipment, misuse, neglect, improper installation or operation, repair, alteration, accident or for any other cause not attributable to defective workmanship on the part of DocuXplorer Software.

For Products manufactured, created or offered in whole or in part to Your designs, specifications or instructions ("Custom Products"), DocuXplorer Software warrants only that it will use commercially reasonable efforts to make the Custom Products substantially conform, at the date of final shipment, to such designs, specifications and instructions that are accepted in writing by DocuXplorer Software. The warranty for Custom Products is subject to all the limitations and exclusions set out in Section 7 (except for the first paragraph hereof which does not apply to Custom Products).

DocuXplorer Software's liability under this warranty shall be limited, at DocuXplorer Software's option, to either repair or replace such non-conforming Products at its own expense or reimburse You the price paid by You to DocuXplorer Software for such Products. Any Products which are replaced or repaired hereunder shall carry only the unexpired term of the warranty applicable to such replaced or repaired Products. Any amounts payable by DocuXplorer Software hereunder are based on the price of the Products paid for by You and supplied by DocuXplorer Software. The scope of liability set out in this Paragraph is unrelated to the value of Your products or business generally.

EXCEPT AS EXPRESSLY WARRANTED ABOVE, PRODUCTS ARE PROVIDED "AS IS" WITHOUT OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT FOR THE LIMITED REMEDIES PROVIDED ABOVE, YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS. NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. OTHER WRITTEN OR ORAL STATEMENTS BY DOCUXPLORER SOFTWARE, ITS REPRESENTATIVES, OR OTHERS DO NOT CONSTITUTE WARRANTIES OF DOCUXPLORER SOFTWARE. 

IN NO EVENT WILL DOCUXPLORER SOFTWARE OR ITS OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS, (COLLECTIVELY, "ITS REPRESENTATIVES") BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, THE SALE, SUPPLY OR LICENSE OF PRODUCTS, OR ANY USE OR INABILITY TO USE PRODUCTS, OR ANY CLAIM MADE BY A THIRD-PARTY, EVEN IF DOCUXPLORER SOFTWARE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM. 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF DOCUXPLORER SOFTWARE AND ITS REPRESENTATIVES FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, OR THE PRODUCTS SOLD, SUPPLIED OR LICENSED TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO DOCUXPLORER SOFTWARE RELATED TO THE SALE, SUPPLY OR LICENSE OF PRODUCTS SUBJECT TO THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. DOCUXPLORER SOFTWARE AND ITS REPRESENTATIVES' LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL OF DOCUXPLORER SOFTWARE AND ITS REPRESENTATIVES' PAYMENTS IN SATISFACTION OF THEIR LIABILITIES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THIS SECTION SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AND PRICES AGREED UPON BY THE PARTIES.

8. DOCUXPLORER SOFTWARE'S OWNERSHIP OF TECHNOLOGY

Unless agreed otherwise in writing by DocuXplorer Software, DocuXplorer Software shall retain all rights, title and interest in and to, and possession of, all its proprietary technology, including but not limited to, all copyright, patent, trade secret and other intellectual property rights associated with any ideas, concepts, methods, processes, techniques, inventions or works of authorship (including programs, Improvements and documentation) developed or created by or on behalf of DocuXplorer Software for furnishing Products under any Order accepted by DocuXplorer Software. DocuXplorer Software may use this proprietary technology in any of its Products, in whole or in part, even if the proprietary technology was developed expressly for use by You.

You shall take such further actions, including the execution and delivery of instruments of conveyance, as may be reasonably requested by DocuXplorer Software, to give full and proper effect to the provisions of this Section and/or to obtain waivers of associated moral rights. 

You shall own only the authorized modifications that it makes to Products, except for Improvements. Where used in these Terms, the word "Improvements" means workarounds, error corrections or enhancements that are not specific to the intended use of the Products and that You disclose or suggest to DocuXplorer Software. All rights, titles and interest in and to Improvements shall be owned by DocuXplorer Software, unless DocuXplorer Software has expressly agreed otherwise in writing.

If you provide comments, suggestions and recommendations to DocuXplorer Software about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to DocuXplorer Software.

9. CUSTOM PRODUCTS AND SERVICES

DocuXplorer Software provides no representation, guarantee, condition or warranty, expressed or implied, with respect to (i) the correctness or applicability of Your designs, specifications or instructions for any Custom Products, or (ii) the functionality or performance of the Custom Products or any products derived from or using any of the Custom Products supplied hereunder. Other than specified herein, all Custom Products are sold, delivered or licensed to You "AS IS, WITH ALL DEFECTS." 

DocuXplorer Software retains sole discretion to assign and control its staff in the production of Custom Products or in the performance of any work associated with the development of Custom Products. Development times and milestones provided by DocuXplorer Software for any Custom Products are estimates only. No guarantee, condition, warranty or representation is made by DocuXplorer Software with regard to the success, timeliness, or successful result of the Custom Products. Design changes may be necessary to correct unanticipated deficiencies resulting from manufacturing process, software bugs, functional/operational issues or other anomalies. Revisions, modifications or testing requested by You that are beyond the original scope of any Custom Product Order accepted by DocuXplorer Software may result in additional charges to You.

10. SUBSTITUTIONS AND MODIFICATIONS

DocuXplorer Software reserves the right to modify the specifications of Products designed by or for DocuXplorer Software, without notice.

11. CHANGES TO THESE TERMS

DocuXplorer Software reserves the right to modify these Terms. DocuXplorer Software will post the most current version of these Terms at www.docuxplorer.com (the “Site”). If we make material changes to these Terms, DocuXplorer Software will notify you via the Products and/or by email to the address associated with your account. If you do not accept the changes, you must stop using the Software and cancel your account by emailing sales@docuxplorer.com. Your continued use of our Software or Services after DocuXplorer Software publishes or sends a notice about our changes to these Terms means that You are consenting to the updated terms.

12. PRIVACY

In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in the DocuXplorer Software’s Privacy Policy. You acknowledge your use of the Services is subject to DocuXplorer Software’s Privacy Policy and understand that it identifies how DocuXplorer Software collects, stores, and uses certain information.

13. FORCE MAJEURE

Neither You nor DocuXplorer Software shall be liable for failures in performance, including delay or non-shipment, resulting from acts or events beyond its reasonable control. Such acts or events shall include, but shall not be limited to, acts of God, civil or military authority, civil disturbance, fire, strikes, lockouts or slowdowns, factory or labor conditions, errors in manufacture, inability to obtain necessary labor, materials or manufacturing facilities, delayed issuance of export control licenses, or other "force majeure" events beyond the reasonable control of the non-performing party. In the event of such delay, the date of shipment shall, at the request of DocuXplorer Software, be deferred for a period equal to the time lost by reason of the delay and otherwise for a reasonable time.

14. CANCELLATION AND RESCHEDULING CHARGES

Unless agreed otherwise in writing by DocuXplorer Software, the following cancellation and rescheduling terms shall apply to all Orders:

a. should You cancel any Order for Custom Products, or Services other than training services, You shall pay to DocuXplorer Software that portion of the purchase price for the Custom Products or Services equal to the portion of the Custom Products completed or the Services performed on the date of receipt of notice of cancellation;

15. ASSIGNMENT

You may neither assign nor transfer Your rights to any Order accepted by DocuXplorer Software, by operation of law or otherwise, without the prior written consent of DocuXplorer Software. DocuXplorer Software's affiliated companies may participate in DocuXplorer Software’s performance hereunder.

16. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of the State of New York and the laws of the United States of America applicable therein, excluding conflict of law rules, shall govern any Order accepted by DocuXplorer Software and any counteroffer accepted by You. The United Nations Convention on Contracts for the International Sale of Goods ("Vienna Convention") shall not apply to any such Order or counteroffer. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York, New York to resolve any dispute or claim arising from these Terms, whether brought by You or DocuXplorer Software.

If You fail to perform any of Your obligations pursuant to an accepted Order and counteroffer, You shall pay DocuXplorer Software all costs and expenses incurred by DocuXplorer Software, including all attorney's fees, in enforcing DocuXplorer Software's rights related to such Order and counteroffer, whether by formal proceedings or otherwise, in addition to any other remedy available to DocuXplorer Software.

17. WAIVER

No waiver by either party of any breach of any of these terms and conditions by the other party shall be deemed to constitute a waiver of any other breach nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy hereunder operate as a waiver thereof. A waiver given by a party hereunder shall be binding upon such party only if in writing and signed by such party.

18. EXPORT CONTROLS

You agree to comply with all applicable laws, rules and regulations and obtain all permits, licenses and authorizations or certificates that may be required in connection with Your purchase or licensing of Products. This includes any laws, regulations, orders or other restrictions on the export of Products from Canada and the USA which may be imposed from time to time by the Canadian or United States governments. You shall not export or re-export, directly or indirectly, Products or information pertaining thereto to any country for which either such government or any agency thereof requires an export license or governmental approval at the time of export or re-export without first obtaining such license or approval.

19. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with DocuXplorer Software or signing up for Services, you understand and consent to us sending you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding DocuXplorer Software’s products and services. Please review the settings in your account to control the messages you receive from us or you may choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communications by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than advertising and marketing materials) electronically, you must stop using the Products.

20. CONTENT

We call all the electronic documents that you upload and store on your account “Content”. All Content uploaded by you into your account is yours! We don't control, verify, or endorse the Content that you or others put on the Services. You are responsible for: (a) all Content in your DocuXplorer Software account(s) and that you share through the Services, and (b) making sure that you have all the rights you need in relation to the Content. In addition, by storing, using or transmitting Content you confirm that you will not violate any law or these Terms (please also see the Acceptable Use Policy in Section 10). You agree that when you share your Content, you may be allowing other people to access and use your Content in any way without further restriction or compensation to you.

You agree to provide DocuXplorer Software (as well as agents or service providers acting on DocuXplorer’s Software behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, and/or (iv) to respond to an emergency.

21. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

DocuXplorer Software respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. DocuXplorer Software reserves the right to delete or disable Content alleged to violate copyright laws or these Terms and reserves the right to terminate the account(s) of violators.

If you believe there has been a violation of your intellectual property rights, please contact DocuXplorer Software’s designated copyright agent by email: info@docuxplorer.com

22.  CONFIDENTIAL INFORMATION

During your use of the Services, DocuXplorer may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about DocuXplorer Software product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you DocuXplorer Software business processes, these should always be considered confidential to DocuXplorer Software. 

Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you. 

Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.

However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.

Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat DocuXplorer Software’s own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.

23.   CONTENT STORAGE

The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

24.  ACCEPTABLE USE POLICY

You agree you will not, nor will you encourage others or assist others to, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or DocuXplorer Software and/or to build a similar Product(s). You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by DocuXplorer Software) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of DocuXplorer Software’s fair use policy; (f) use the Services to, and/or cause DocuXplorer Software to, violate any law or distribute any malware or malicious Content; or (g) distribute, post, share information or Content illegally or without permission. 

As part of DocuXplorer Software’s efforts to protect the Service, protect our customers, or to stop you from breaching these Terms, we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.

We also reserve the right to deactivate, change and/or require you to change your DocuXplorer Software user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services. 

You also agree that if you learn of any unauthorized or unacceptable use of any account, Content or the Service, you will promptly contact DocuXplorer Software’s Support and take all reasonable steps to cooperate with DocuXplorer Software and assist in the termination of such use.

25.  SUSPENSION AND TERMINATION OF THE SERVICE

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if a) you are in breach of these Terms; or b) your use of the Services could cause a risk of harm or loss to DocuXplorer Software or other users; or c) DocuXplorer Software declines to renew your Subscription Period. When reasonable and as permitted by law, DocuXplorer Software will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to DocuXplorer’s decision. We will not be able to provide this advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for DocuXplorer Software, or if providing notice would compromise our ability to provide the Services to other users. For the avoidance of doubt, DocuXplorer Software may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason. 

You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

Upon termination, you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such a request within fourteen (14) days following termination otherwise, any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this fourteen (14) day period.

26.  UPDATES TO THE SERVICE

We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

27.  THIRD PARTY PRODUCTS

DocuXplorer Software may make available to You optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between you and the applicable third-party provider. DocuXplorer Software makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.

28. TRIALS

You have the option to sign-up for a trial for some of the Services and your trial period starts on the day you create the trial account and lasts for 15 days. If you are on a trial, you may cancel at any time until the last day of your trial. If you do not wish to incur charges, you must cancel the account by the end of the 15th day.

If you do not cancel your account and we have told you the account will be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.

29. FEES

DocuXplorer Software offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency DocuXplorer Software quoted at the time of purchase. DocuXplorer Software reserves the right to change the eligible currencies at any time, except where not permitted by applicable law.

DocuXplorer Software reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to sales@docuxplorer.com (with cancellation confirmation from a DocuXplorer Software representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued. 

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

30. BILLING/PAYMENT 

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent DocuXplorer Software has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

31. SUBSCRIPTION PERIOD

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan.”) The subscription period for the Monthly Subscription Plan will be for one calendar month and will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal order form) unless you cancel your Monthly Subscription Plan at least three (3) business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan.”) The subscription period for the Annual Subscription Plan will be for one year and will automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year each year on the anniversary unless you cancel at least three (3) business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the DocuXplorer Software Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

Where required by law, you may have a legal right to cancel your subscription, pursuant to Section 20, during the prescribed time frame of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.

32. MOBILE RESTRICTIONS

The Service is available on mobile devices. Do not use the Service in a way that distracts you and prevents you from obeying traffic or safety laws, or that may put the physical safety of others in danger

33. PASSWORD & SECURITY

You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your usernames and accounts, including any sub-accounts. If you lose your passwords or the encryption keys for your accounts, you may not be able to access your backup data. You must notify DocuXplorer immediately of any unauthorized use of your accounts or any other security breach related to the Service. If DocuXplorer determines that a security breach has occurred or is likely to occur, DocuXplorer may suspend your accounts and require you to change your usernames and passwords.

34. CONTACTING DOCUXPLORER SOFTWARE

Users with questions about these Terms may contact DocuXplorer via e-mail at: sales@docuxplorer.com