Terms of Agreement
READ CAREFULLY BEFORE ACCEPTING. THESE TERMS OF CONDITIONS AS IT WILL FORM AN AGREEMENT BETWEEN US AND COVERS IMPORTANT INFORMATION THAT WILL APPLY TO YOUR SUBSCRIPTION/LICENCE TO USE THE DOCSMORE, INCLUDING YOUR COMMITMENT NOT TO INFRINGE OUR INTELLECTUAL PROPERTY RIGHTS, OUR LIMITATION OF LIABILITY, YOUR INDEMNITY AND RESOLUTION OF DISPUTES BY MEDIATION.
BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, DOWNLOADING, INSTALLING OR USING ANY PART OF OUR PRODUCTS, YOU, AND ANY OTHER USER, (“THE USER”) EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
If you do not agree with any of these terms and conditions, are not over the age of 18 years and do not have a parent or guardian to accept these terms and conditions on your behalf, or otherwise do not have legal capacity to enter contracts, then you must not proceed to subscribe to or use our Docsmore System. If you do so, you will be deemed to have agreed to these terms and conditions.
This Agreement represents a contract between Docsmore and You, and is made effective the date You begin utilizing our document management service. This Agreement establishes the terms and conditions of Your utilization of our service and outlines Docsmore’s obligations to You and Your obligations to Docsmore with respect to document management. By utilizing Docsmore’s services, You agree that you have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with new, different or additional terms, conditions or policies, including but not limited to, Docsmore’s Terms of Service which Docsmore may establish from time to time.
In addition to any transactions entered into by You or on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your agent, and transactions entered into by anyone who uses the account You have established with Docsmore, whether the transactions were made on your behalf or not. You acknowledge and agree that Docsmore’s acceptance of any application made by You for services provided by Docsmore will take place at the offices of Docsmore located in
DESCRIPTION OF SERVICE
Docsmore will provide cloud-based Document Management Service to You for a monthly fee. You will be provided with an account or accounts on Docsmore’s servers provided that You abide by the terms and of agreement set forth herein and in each of the policies and procedures established by Docsmore.
License of Server Content
Docsmore grants to You, and You accept from Docsmore, a non-exclusive, royalty free license to copy, display, use and transmit on and via the Internet, Your content in connection with Docsmore’s performance or enforcement of this Agreement.
Availability of Service
Subject to the terms and conditions of this Agreement, Docsmore shall use commercially reasonable efforts to provide the document management services on a twenty-four (24) hour per day, seven (7) day per week basis throughout the term of this Agreement. You agree that from time to time, your account may be unavailable, inoperable or inaccessible for any reason, including but not limited to:
- equipment malfunctions
- maintenance procedures or repairs to software or equipment
- causes beyond the control of Docsmore or that were not reasonably foreseeable by Docsmore, including without limitation, interruption or failure of telecommunications or digital transmission links, network attacks, network congestion, or other failures
You also agree that your account may be inaccessible during periods of time wherein Docsmore has scheduled upgrades or modifications to service. You agree that Docsmore has no control over the availability of service on a continuous or uninterrupted basis.
You acknowledge and agree that the additional service of creating and maintaining data backups will require additional down time. Docsmore will utilize commercially reasonable efforts to create backups of Your data located on Docsmore Servers seven (7) days each week. Data backups will be retained on a schedule and within a facility determined by Docsmore. You agree that the backup service may be unavailable or inaccessible for any reason, including without limitation:
- equipment malfunctions
- maintenance procedures or repairs to equipment
- causes beyond the control of Docsmore or that were not reasonably forseeable by Docsmore, including without limitation, interruption or failure of telecommunications or digital transmission links, network attacks, network congestion, or other failures
You acknowledge and agree that the purpose for creating and maintaining data backups is for the fulfillment of Docsmore’s duty to maintain document management service, and that all backups are the exclusive property of Docsmore and are not intended for sale or distribution.
You are solely responsible for providing to Docsmore, data to be provisioned on the server(s). You will maintain proper licenses or other proof of ownership or right to possess and use said data. Docsmore reserves the right to demand proof of license or ownership at any time.
Data transferred to or created by You on the Servers shall remain Your property. Docsmore claims no right to said data, nor will Docsmore engage in assisting any entity other than You, access to the data without Your expressed written directive to do so. You agree that Docsmore has the right to suspend and hold frozen, data owned by You during the resolution of any dispute. You further agree that Docsmore has the right to inspect any data for the purposes of enforcing representations and warranties as outlined in the TOA.
Information Shared with Partners
As a condition of utilizing our document management service, You acknowledge and agree that Docsmore may provide Your personal information to their partners, as required to provide the services which You are purchasing.
You acknowledge and agree that You shall be obligated to provide to Docsmore, any and all information reasonably sought by Docsmore pursuant to the establishment and operation of document management for Your use.
You represent and warrant to Docsmore that Your data does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person and that You own Your the content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within Your account. You also represent and warrant the content being hosted by Docsmore shall not be used in connection with any illegal activity.
You agree not to engage in unacceptable use of any of Docsmore, which includes, without limitation, use of our document management services to:
- disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email or unreasonably large volumes of email on a daily basis, provided, Docsmore, in its sole discretion, may permit You, if You have a legitimate purpose and after request, to send more email than Docsmore’s standard SMTP relay limit
- disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious
- disseminate or transmit files, graphics, software or other material, data or work that actually or
potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person
- create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication
- export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions
- interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding Your authorization
- disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work,
code or program
- engage in any other activity deemed by Docsmore to be in conflict with the spirit or intent of this Agreement or any Docsmore policy
- use Your server as an “open relay” or similar purposes
Storage and Security
At all times, You shall bear full risk of loss and damage to Your data and all of Your content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the service or any of Your data content displayed, linked, transmitted through or stored on the server. You shall be solely responsible for undertaking measures to:
- prevent any loss or damage to Your content
- ensure the confidentiality of Your password and the passwords of individuals or entities that You authorize to access Your Docsmore account
In the event of termination of this Agreement or Your use of this service, removing your data off of Docsmore servers is Your responsibility. Docsmore will not transfer Your data to another service provider or to You, unless negotiated and agreed to in writing. In the event that Your service is terminated out of dispute or failure to fulfill your obligations under this Agreement, Docsmore will not transfer or manage your data. Furthermore, you agree that Docsmore reserves the right to suspend and freeze applications and data until such dispute is resolved or obligation fulfilled.
3. limit of support
Docsmore will engage resources that it deems reasonable to provide technical support for the infrastructure required to provide document management. You acknowledge and agree that Docsmore is not responsible for the support of any specific data stored in Your account. Docsmore agrees to make efforts as it deems reasonable to provide limited assistance to You or your designated third-party service provider for the purpose of providing technical support for your Docsmore account. You agree that any third-party service provider will limit the scope of their support to specific services and/or data, and that You are responsible for the actions of said service provider when they are granted access to your account on Your behalf.
Docsmore may, at its sole discretion, provide support beyond their normal scope of responsibility, or during periods of time beyond normal operating hours. You acknowledge and agree that any such extension of service or hours of operation shall in no manner obligate Docsmore, nor create any liability for Docsmore that is otherwise excluded by the terms of this Agreement. You also acknowledge and agree that from time to time, technical support may be inaccessible or unavailable for any reason, including, without limitation:
- equipment malfunctions
- periodic maintenance procedures undertaken by Docsmore
- causes beyond the reasonable control of Docsmore
- specific scheduled periods of time that have been announced by Docsmore as periods of unavailability
You acknowledge and agree that Docsmore has no control over the continuous and uninterrupted availability of support.
In the event that you authorize your account to be accessed by third parties, You acknowledge and agree that Docsmore has no obligation to provide support to said third parties. Furthermore, Docsmore reserves its right
to refuse service to third parties when such support might give rise to a conflict of interest between said third party and Docsmore, or between Docsmore and You. You or a delegate appointed by You and confirmed by Docsmore shall serve as the sole liaison between You and Docsmore for purposes of supporting third party users.
Docsmore explicitly reserves the right and sole discretion to modify pricing if desired and to establish limitations and guidelines concerning the use of support services. Docsmore may terminate support of Your account if Your use of such services is abusive or unnecessarily or illegally harasses Docsmore or third parties, or for non-payment of fees due, or if Your activities deface, defame, embarrass, harm, abuse, threaten, slander or harass third parties, or for activities prohibited by laws in territories where you conduct business, or for Your practices which encourage unlawful behavior by others. Your use of support services may be terminated if Your use of the services results in, or is the subject of, legal action or threatened or proposed legal action, even if such action is proven to be without merit.
Docsmore has no responsibility to monitor your utilization of technical support, but reserves the right in its sole discretion to do so.