DocuXplorer Terms of Service

NOTICE: These Terms of Service are effective as of April 9, 2021.

Thank you for acquiring a license or subscription to utilize the Archive Power Systems Inc. DBA DocuXplorer Software (referred to herein as “DocuXplorer Software,” “we,” “our,” or “us”) 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 (the “Products and Services”). DocuXplorer Software 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) that you choose.

These Terms of Service (hereinafter “Terms”) constitute an agreement, by and between DocuXplorer Software and the customer identified on a signed Order Form (“Customer,” “you,” or “your”), governing the provision of any license or subscription to utilize the DocuXplorer Software Products and Services. Each of DocuXplorer Software and Customer shall be referred herein as a “Party” and, collectively as, the “Parties”. These Terms, the Order Form, exhibits or statements of work(s) separately executed by the parties, and other documents expressly referenced herein or referencing these Terms are collectively referred to as the “Agreement.” Unless specified to the contrary in an Order Form, this Agreement will be effective on the date of Customer’s signature on the Order Form (the “Effective Date”).

BY USING OR ACCESSING ANY DOCUXPLORER SOFTWARE PRODUCTS AND SERVICES YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AS WELL AS, THE TERMS OF ANY OTHER DOCUMENTS INCLUDED IN THE AGREEMENT AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE AGREEMENT, ANY ADDITIONAL GUIDELINES, AND ANY FUTURE MODIFICATIONS OF THE AGREEMENT.
If you are accepting or agreeing to the Agreement on behalf of a company or other legal entity as the Customer, you represent and warrant that you have the requisite authority to act on behalf of and bind the Customer to the Agreement (in that case, “you” or “your” will refer to the Customer) unless that entity has a separate paid contract for the use of any Products and Services, in which event, the terms of that contract will govern your use of any such Products and Services. In order to use any Products and Services, you must be legally permitted to accept the Agreement.

IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE PRODUCTS AND SERVICES.

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

“License” means the right to download, install, access and use Software.

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

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

“Subscription” means one or more subscription(s) to DocuXplorer Software’s Products on an Order Form, including related support that may be provided by DocuXplorer Software from time to time for the subscription.

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

1. SERVICES PROVIDED

‍Subject to the terms and conditions of this Agreement, DocuXplorer Software will make available to Customer Products and Services for which Customer has subscribed for your internal business only. Unless otherwise indicated in the Order Form, the Software may only be simultaneously accessed by the aggregate number of users for which a License has been acquired.  Unless otherwise stated in the Order Form, Customer is responsible for integration or Customer side configuration and deployment of the Subscription.

The Services shall be provided in accordance with the DocuXplorer Software Service Availability Policy, copies of which can be obtained from www.docuxplorer.com, which is incorporated herein and specifies the availability of a Subscription provided under this Agreement.

During the term of the Agreement, DocuXplorer Software will provide either telephone or email support to the aggregate number of users specified in the Order Form. Any changes in the aggregate number of users shall be reflected in writing and signed by both parties or their authorized agent, whether by Order Form or any other Order. The support email address is support@docuxplorer.com. Such support consists solely of assistance with usage questions or troubleshooting bugs related to the Subscription sold by DocuXplorer. Support hours are from 9:00 a.m. to 5:00 p.m. U.S. Eastern Time, Monday through Friday (excluding U.S. federal holidays).

2. SCOPE

The terms and conditions contained herein shall apply to all access or use of any Products, whether Customer’s Subscription was acquired by a signed Order Form or any 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 and Services 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 a link to the then current Terms on or following the Effective Date of this Agreement. Your acceptance of the Terms, including the different terms and conditions contained herein, shall revoke any provision in the Order that purported to limit or restrict your acceptance of any provision in the DocuXplorer Software Terms or the Agreement.

Upon acceptance of the Agreement by you, all of the terms and conditions contained herein shall supersede any additional or inconsistent provision in any Order, prior agreements or representations, whether oral or written. 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 Agreement. 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 to execute a modification in its behalf. 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.

You acknowledge that nothing in these Terms grants you the right to use Archive Power Systems, Inc. and/or DocuXplorer Software’s name, logo or trademarks in any manner including without limitation, in your advertising or marketing materials without our consent except as is necessary to affix appropriate copyright notices as required herein.

3. SOFTWARE

All Software is provided to you either pursuant to a Subscription or under a License and it is not being sold to you. Purchase of a Subscription grants Customer a royalty-free, non-exclusive, non-transferable, time-bounded license to use the Services, for your internal business purposes only and subject to the terms of this Agreement, as included in the specific Subscription purchased for the Subscription Period, as defined below. You must use the Software strictly in accordance with these Terms. Until the Effective Date you cannot use, copy, distribute or otherwise deal with any Products.

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 the Terms, as accepted by you. These Terms shall not be construed to imply a license to use the Software in the absence of a Subscription. By these Terms, DocuXplorer Software expressly rejects any implied license to use the Software.

Customer may not, nor shall permit any user or third party to, access or use the Products and Services except as expressly provided by this Agreement.  Customer is prohibited from: 1) copying the Software or documentation, unless specifically provided for by this Agreement; 2) modifying, translating, reverse engineering, decompiling, disassembling or otherwise creating derivative works based on the Software or any portion thereof; 3) separating the Software’s component parts for use on more than one computer; 4) renting, leasing, lending or providing commercial hosting services with the Software or documentation; 5) removing any proprietary notices, labels or marks on the Software or documentation;

4. 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 of any act or omission on your part in breach of your obligations hereunder, or which delays DocuXplorer Software's performance hereunder.

5. 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. Customer shall indemnify and hold DocuXplorer Software harmless for all taxes or levies applicable to each Order Form or Order, which DocuXplorer is obligated to collect and/or remit to the appropriate taxing authority. This provision does not include DocuXplorer’s income or franchise taxes.

6. PRICES AND PAYMENT

Unless otherwise provided in the Order Form or Order, DocuXplorer may invoice Customer for any and all fees or other charges as of the Effective Date. 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 fifteen (15) 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.

In addition to any other rights and remedies provided by this Agreement, DocuXplorer may suspend access to any Subscription and stop providing any Services if Customer does not resolve any delinquent payment required by this Section 6 within fifteen (15) days following written notice of the delinquent payment.
For all credit/debit card transactions, DocuXplorer will assess a 3.0% non-refundable convenience fee.

A $30 fee will apply to any bounced/returned checks. Payment for any product/service made with five or more checks will be assessed a $5 charge per check after the fifth check.

7. DISCLAIMER

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF DOCUXPLORER SOFTWARE’S PRODUCTS AND SERVICES IS AT CUSTOMER’S SOLE RISK.  ALL PRODUCTS AND SERVICES 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, TITLE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY OTHER PERSON. 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.

8. LIMITATION OF LIABILITY

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, SUBSCRIBED, SUPPLIED OR LICENSED TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO DOCUXPLORER SOFTWARE RELATED TO THE SUBSCRIPTION, 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.

9. DOCUXPLORER SOFTWARE'S OWNERSHIP OF TECHNOLOGY

Unless otherwise agreed 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, feature modifications, bug fixes, and documentation) developed or created by or on behalf of DocuXplorer Software for furnishing Products and Services 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.
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.

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 consent 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 a Party’s 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. ASSIGNMENT

You may not assign, rent, sublease, sublicense, lend, sell, distribute or 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.

15. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of the State of South Carolina, 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 Charleston, South Carolina to resolve any dispute or claim arising from the Agreement, 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.

16. 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.

17. 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 subscription, 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.

18. 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.

19. 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. 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.

20. 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.

21. 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; c) DocuXplorer Software declines to renew your Subscription Period, as that term is defined below; or d) DocuXplorer Software receives a court or other governmental order requiring the suspension or termination. When reasonable and as permitted by law, DocuXplorer Software will provide you reasonable advance notice of a suspension or termination, 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 either expires or is suspended or terminated, you may no longer have access to the Content that is stored with the Services and all rights to use the Products and Services shall terminate.

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 a violation of these Terms. 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.

Sections 5, 6, 8, 9, 12, 16, 17, 19, 20, 23, 27, 28, 29, 30, 31 and 32 shall survive termination or expiration of this Agreement.

22. 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.

23. 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.

24. 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 Subscription 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 for a period equal to one (1) year 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.

In the event DocuXplorer Software permits a Customer with a Subscription Period, as defined in Section 26 below, of longer than a month to pay the subscription fees applicable to their plan in monthly installments, Customer acknowledges that the subscription fees for the entire Subscription Period have accrued as of the Effective Date, but are being deferred with DocuXplorer Software’s consent and Customer agrees that all deferred monthly installment payments shall become due and payable immediately upon Customer’s cancellation of the then applicable subscription plan.

25. 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.

All quotes are estimates until the invoice is generated.

All quotes are valid for 30 days, unless specified in writing.

26. 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 of the Effective Date unless you provide written notice of cancellation at least thirty (30) days prior to the anniversary of the Effective Date. You will be billed each year on or about the anniversary of the Effective Date until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the aggregate number of users, 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.

A multi-year subscription plan (“Multi-Year Subscription Plan.”) The subscription period for the Multi-Year Subscription Plan will be for the number of years indicated on the Order Form and will automatically renew (without the need to go through the Services-interface “check-out” or executed a renewal order form) for additional periods equal to one (1) year each year on the anniversary of the Effective Date unless you provide written notice of cancellation at least thirty (30) days prior to the anniversary of the Effective Date. You will be billed each year on or about the anniversary of the Effective Date until such time as you cancel. Note that under the Multi-Year Subscription Plan you will not be permitted to cancel, reduce the aggregate number of users, or downgrade the DocuXplorer Software Service you have selected until the conclusion of the Subscription Period identified on the Order Form.

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.

27. 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.

28. 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 Software immediately of any unauthorized use of your accounts or any other security breach related to the Service. If DocuXplorer Software determines that a security breach has occurred or is likely to occur, DocuXplorer Software may suspend your accounts and require you to change your usernames and passwords.

DocuXplorer Software will operate an information security program utilizing industry standard procedures and techniques to protect Customer data from unauthorized disclosure or access. In addition to the Customer’s responsibilities outlined above, Customer shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of DocuXplorer Software’s Products and Services by Customer, Customer’s employees, consultants, agents, or any other third parties authorized by Customer to access the Subscription on Customer’s behalf. DocuXplorer is no responsible for any damages resulting from Customer’s failure to maintain the security of its passwords or encryption keys and Customer is responsible for any actions arising out of the use or misuse of DocuXplorer Software’s Products and Services by Customer, Customer’s employees, consultants, agents or any other third parties who gain access y use of Customer’s usernames and passwords.

29. INDEMNIFICATION PROCEDURES

Each claim for indemnity under this Agreement shall be presented in writing by the indemnified Party to the indemnifying Party within thirty (30) days of the indemnified Party becoming aware of the indemnified claim. Upon acceptance of the indemnification obligation, the indemnifying Party shall be entitled to participate in or, in its option, assume the defense or appeal of the indemnified claim, including selection of defense counsel, unless the indemnified claim involves injunctive or other equitable relief against the indemnified Party. Any settlement of an indemnification obligation accepted by the indemnifying Party shall be mutually agreed upon by the Parties.

30. CONTACTING DOCUXPLORER SOFTWARE

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