EDoc Deposit Ltd Products and Services Version: English/Multi-country Purpose: Trial and Paid Use Subscription License Date: January 2011 IMPORTANT: THE FOLLOWING AGREEMENT, INCLUDING EDOC DEPOSIT LTD PRIVACY POLICY AND SECURITY POLICY, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE AND WHICH CAN BE ACCESSED AT WWW.EDOCDEPOSIT.COM (COLLECTIVELY, THE "AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH EDOC DEPOSIT LTD INCORPORATED OR AN AFFILIATE ("EDOC DEPOSIT LTD") IS WILLING TO LICENSE THE EDOC DEPOSIT LTD PRODUCT AND SERVICES" AND ACCOMPANYING "DOCUMENTATION" TO "YOU" AS AN INDIVIDUAL USER OR AN AUTHORIZED REPRESENTATIVE OF AN ENTITY. BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A BINDING LEGAL CONTRACT WITH EDOC DEPOSIT LTD. THE TERMS AND CONDITIONS OF THE AGREEMENT THEN APPLY TO YOUR USE OF EDOC DEPOSIT LTD AND SUBSCRIPTION SERVICES. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS AND SAVE A COPY ELECTRONICALLY.
You must read and accept this Agreement before you install or use EDoc Deposit.If you are an individual, then you must be at least 18 years old and have attained the age of majority in the state, province or country where you live to enter into this Agreement. If you are acquiring EDoc Deposit on behalf of an entity, then you must be properly authorized to represent that entity and to accept this Agreement on its behalf. If you are downloading or activating or using EDoc Deposit for trial purposes or purchasing a license to EDoc Deposit, you accept this Agreement by selecting the "I accept the agreement" or similar button or box. If you or the entity you represent does not agree to the terms of this Agreement, select "I do not accept the agreement". Then no Agreement will be formed and you will not be permitted to evaluate, purchase or install and use EDoc Deposit Ltd . NOTE: SECTIONS 3 AND 20 DISCLAIM ANY WARRANTY OBLIGATIONS. SECTIONS 13 THROUGH 16 SET FORTH IMPORTANT RESTRICTIONS ON THE USE OF EDOC DEPOSIT LTD .SECTION 22 OF THIS AGREEMENT LIMITS EDOC DEPOSIT LTD'S LIABILITY. BE SURE TO READ THESE SECTIONS CAREFULLY BEFORE ACCEPTING THE AGREEMENT.
1. APPLICABLE AGREEMENT AND TERMS. This Agreement applies to eDoc Deposit Ltd product and services (collectively "EDoc Deposit"). When installing or using EDoc Deposit, you may be prompted to accept the same or another version of EDoc Deposit Ltd's license terms; the terms of the first agreement you accept will apply to your use of EDoc Deposit. All rights in this Agreement are subject to your acceptance of this Agreement. Paid Subscription licenses: If you have purchased a subscription license to EDoc Deposit, Sections 1, 2 and 4 through 33 of this Agreement apply to you. Trial Subscription license: If you have not purchased a license to Edoc Deposit and are using EDoc Deposit for trial or evaluation purposes, you are a "trial user" and Sections 1 and 3 through 33 of this Agreement apply to you.
2. PAID USE SUBSCRIPTION LICENSE. Subject to these terms and conditions during your Subscription Term, for each subscription license purchased, EDoc Deposit Ltd grants you a non-exclusive, non-transferable, revocable, personal, non-assignable right to use the EDoc Deposit Ltd software (a) for business version of the product to access the eDoc Deposit service to deliver documents on the internet and (b) the consumer version, allowing the recipients of these documents access to each document for 24 months.
3. TRIAL USE SUBSCRIPTION LICENSE. If you are a trial user, EDoc Deposit Ltd grants you the right to use EDoc Deposit Ltd during your Subscription Term as defined in Section 9 below. At the end of your Subscription Term, this Agreement expires automatically. You may purchase a paid license to EDoc Deposit Ltd by selecting the Buy Now option in EDoc Deposit Ltd or by contacting an authorized EDoc Deposit Ltd reseller listed on one or more of its sponsored websites, such as www.edocdeposit.com ("Sites"). If you do not purchase a license, all stored documents will be deleted within fifteen (15) days of the expiration of your Subscription Term. You acknowledge and agree that EDoc Deposit Ltd's policy is to automatically delete all of your documents upon termination or expiration of your Subscription Term and that it is solely your responsibility to seek another source for your document storage needs. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDOC DEPOSIT LTD AND RELATED DOCUMENTATION USED FOR TRIAL PURPOSES ARE PROVIDED "AS IS" WITHOUT PERFORMANCE PROMISES ("WARRANTIES") OF ANY KIND.
4. UPDATES. The EDoc Deposit Ltd software may require Updates to work effectively. "Updates" may include new features, bug fixes or the removal of features to the EDoc Deposit Ltd software and accompanying documentation. Updates are only available for download and use during your Subscription Term as defined in Section 9 below. Upon download, Updates become "EDoc Deposit Ltd" for the purposes of this Agreement. Updates will replace previously licensed parts of the EDoc Deposit Ltd software, but will not increase the authorized number of Computers or registered users. Updates may require additional or different license terms that must be accepted before download. Updates will replace previously licensed parts of the EDoc Deposit Ltd software. These Updates made available to you will be subject to the terms of this Agreement. EDoc Deposit Ltd will use reasonable efforts to provide notice of material changes to EDoc Deposit Ltd or changes to the terms of this Agreement by emailing you at the address provided in your registration and by posting them on EDoc Deposit Ltd's main website, www.edocdeposit.com. It is your responsibility to check the website to learn of these modifications. Changes to these Terms, which may be made at EDoc Deposit Ltd's sole and exclusive discretion, will be effective upon acceptance of this Agreement (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new terms on EDoc Deposit Ltd's website at www.edocdeposit.com. You agree to be bound to the terms of the Agreement, as modified. If you do not agree to the modified Terms you are not permitted to use the EDoc Deposit Ltd products and must terminate your subscription immediately.
5. FEEDBACK. You may provide feedback to EDoc Deposit Ltd with respect to the EDoc Deposit Ltd products or services. EDoc Deposit Ltd may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant EDoc Deposit Ltd an irrevocable, non-exclusive, perpetual, royalty free license to use the feedback in connection with EDoc Deposit Ltd's business, including enhancement of the EDoc Deposit Ltd products and services.
6. ACCESS AND REGISTRATION. To access and use EDoc Deposit Ltd, you agree to provide EDoc Deposit Ltd with accurate and complete information when you register and to keep such information accurate and complete while you have a subscription for EDoc Deposit Ltd .You are solely responsible for maintaining the confidentiality of your user name and password and solely responsible and liable for any and all activities that occur with respect to your account. Compromise of your username and password may compromise the security of your backed-up data. You agree to notify EDoc Deposit Ltd immediately if you suspect any unauthorized use of your account or access to your password or account. The credit card holder associated with a EDoc Deposit Ltd subscription is the owner of the documents. For trial users, if there is no credit card associated with your subscription, your email address and answers to security questions identify you as the owner of the documents. To receive Updates and other available "Subscription Services" set forth below, you must activate EDoc Deposit Ltd and/or register with EDoc Deposit Ltd. These controls help ensure that validly licensed end users receive applicable Subscription Services. Registration requires a valid email address for renewal and other legal notices.
7. FEES AND RENEWALS. You agree to pay EDoc Deposit Ltd's then-current and applicable subscription fees for EDoc Deposit Ltd products and services, due and payable upon invoice. The fee structure is described on EDoc Deposit Ltd's website. Unless you designate in your account preferences or notify EDoc Deposit Ltd that you do not want your subscription to be auto-renewed, you agree that EDoc Deposit Ltd will automatically renew your subscription to the EDoc Deposit Ltd products and services. EDoc Deposit Ltd reserves the right to modify pricing for EDoc Deposit Ltd at any time. EDoc Deposit Ltd will use reasonable efforts to provide notice of any changes to the fee structure of EDoc Deposit Ltd .You can then decide if you want to continue to use such service. Your continued use of the service after the proposed fee modification has been notified will be considered acceptance of the proposed fee modification.
8. REFUNDS. You are entitled to a full refund during the first 30 days after your purchase of a subscription to EDoc Deposit Ltd should you decide to cancel your subscription. This provision will not apply if you had a previous subscription or trial subscription. You may be entitled to a pro-rata refund based upon the remaining unused period of your Subscription Term if EDoc Deposit Ltd discontinues EDoc Deposit Ltd during your Subscription Term. You are not entitled to any refund under any other circumstances. Refunds will only be issued to the same payment source as used for the original payment.
9. SUBSCRIPTION TERM. For paid subscription licenses: The "Subscription Term" for paid subscription licenses starts on the date you purchase a license, click the "I accept the agreement" button or install, access or use EDoc Deposit Ltd, whichever is earlier, and ends 12, 24 or 36 months later, depending on the number of subscription months purchased. You must purchase an EDoc Deposit Ltd upgrade or renew your subscription prior to expiration of your Subscription Term if you want to continue to use EDoc Deposit Ltd .EDoc Deposit Ltd upgrades and Subscription Term renewals may require additional or different license terms. For trial use: The "Subscription Term" for trial use starts on the date you receive the product serial number and (a) ends 30, 60 or 90 days later, depending on the stated or authorized trial period, (b) when EDoc Deposit Ltd is no longer made available by EDoc Deposit Ltd or (c) when you have not accessed the EDoc Deposit Ltd server for more than fifteen (15) calendar days.
10. SUBSCRIPTION SERVICES. A. Updates. During the Subscription Term, registered and trial users are entitled to Updates for use with the EDoc Deposit Ltd software. B. Technical support. During the Subscription Term, registered, validly licensed and trial users are entitled to email and/or web-based technical support during business hours but only in certain limited languages. Important: Toll or toll-free telephone support may be available for registered or validly licensed end users of certain products and in some countries only; for details, see www.edocdeposit.com.
11. LINKS. The EDoc Deposit Ltd website may contain links to third-party websites or resources. You acknowledge and agree that EDoc Deposit Ltd is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by EDoc Deposit Ltd of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
12. LICENSE TO ACCESS FILES. As used in this Agreement, files are those files that you or others upload, download and access through the EDoc Deposit Ltd product or service. You are the owner of your files and are solely responsible for your conduct and content of your files, as well as any of the content contained in communications with other users of EDoc Deposit Ltd .EDoc Deposit Ltd allows you to share some of your files. If you choose to, you can share all or some of your files with the general public or with specific individuals you select. If you decide to share your files, you are giving certain legal rights to those individuals whom you have given access to your folders. After setting up your account you can select the Files you want to store. You can change the Files you want to store whenever you want. In order to make the EDoc Deposit Ltd service available to you, you agree to grant EDoc Deposit Ltd a limited, non-exclusive, perpetual, fully-paid and royalty-free, sub-licensable and worldwide license: (i) to use, copy, transmit, distribute, store and cache files that you choose to store; and (ii) to copy, transmit, publish, and distribute to others the files as you designate. You further represent and warrant that you own the shared files or folders or otherwise have the right to grant the license set forth in the prior sentence. EDoc Deposit Ltd does not claim any ownership rights in your files. You acknowledge that EDoc Deposit Ltd does not have any obligation to monitor the files or user posts that are uploaded, posted, submitted, linked to or otherwise transmitted using the EDoc Deposit Ltd website or services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the files or anything said, depicted or written by users in their user posts, including without limitation, any information obtained by using the site or services. EDoc Deposit Ltd does not endorse anything contained in the files or user posts or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against EDoc Deposit Ltd with respect thereto.
13. EXCESSIVE USE AND OTHER RESTRICTIONS. Your subscription and account to EDoc Deposit Ltd and any specific URL associated with your account are for your individual use only. You may not resell your accounts or subscriptions or any account or subscription features. You agree that you will not use EDoc Deposit Ltd to disseminate any advertising, promotional materials, or spam. You acknowledge and agree that EDoc Deposit Ltd reserves the right to establish limits on the size of data messages transmitted through EDoc Deposit Ltd and/or the size and number of files that can be made available through a public link. In order to protect the experience of all users of EDoc Deposit Ltd, EDoc Deposit Ltd also prohibits excessive use, which means usage over a given period far exceeds the average level of usage by users generally. If EDoc Deposit Ltd determines that (a) you have engaged in any excessive use or (b) you are using the consumer version of EDoc Deposit Ltd for business, commercial or network purposes, EDoc Deposit Ltd may take remedial action, which may include, but is not limited to, establishing limits on available storage and network capacity, suspension or termination of your subscription and removal of your data from EDoc Deposit Ltd's servers. In its sole discretion, EDoc Deposit Ltd may or may not notify you in advance of any such action.
14. INAPPROPRIATE CONTENT. You agree that you will not use EDoc Deposit Ltd to create, copy, store, transmit, share or distribute any files, images, sounds, messages or other material which are obscene (as determined in EDoc Deposit Ltd's sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, violate or infringe the rights of third parties, or expose EDoc Deposit Ltd to any actual or potential civil or criminal liability. EDoc Deposit Ltd reserves the right in its sole discretion to take any action that it deems necessary if you violate these terms, including suspension or termination of this Agreement and your account.
15. SERVICE LIMITATIONS. EDoc Deposit Ltd uses reasonable efforts to make the EDoc Deposit Ltd service available at all times. However, EDoc Deposit Ltd does not guarantee availability, shall not have any liability to you for any unavailability or interruptions, and is under no obligation to provide you with maintenance, technical support or updates for EDoc Deposit Ltd except in accordance with this Agreement and, if provided, in the manner as determined by EDoc Deposit Ltd from time to time. We reserve the right to suspend access to your account if your use of EDoc Deposit Ltd disrupts, impedes or otherwise negatively impacts the operation of our service or use of our service by other customers.
16. LICENSE RESTRICTIONS. A. EDoc Deposit Ltd is licensed and not sold. Except for the limited license granted in this Agreement, EDoc Deposit Ltd and its suppliers own their respective title, copyright and the trade secret, patent rights and other intellectual property rights in the EDoc Deposit Ltd and their respective copyright in the documentation, and reserve all respective rights not expressly granted to you in this Agreement. B. You agree that you will not rent, loan, lease or sublicense EDoc Deposit Ltd, use components of EDoc Deposit Ltd separately or use EDoc Deposit Ltd to provide services to others. You also agree not to attempt to reverse engineer, decompile, modify, translate, disassemble, discover the source code of, or create derivative works from, any part of EDoc Deposit Ltd .You also agree not to authorize others to undertake any of these prohibited acts. Note that these license restrictions may not be applicable to Third-Party Components, as such term is defined below.
17. CONSENT TO ELECTRONIC COMMUNICATIONS. EDoc Deposit Ltd may be required to send you legal notices and other communications about EDoc Deposit Ltd or our use of the information you provide us ("Communications"). EDoc Deposit Ltd will send Communications via in-product notices or via email to your registered email address, or will post Communications on its websites. By accepting this Agreement, you consent to receive all Communications through these electronic means only and acknowledge and demonstrate that you can access Communications on EDoc Deposit Ltd's websites.
18. CONSUMER AND DATA PROTECTION. EDoc Deposit Ltd may operate by forwarding certain data ("Stored Data") to EDoc Deposit Ltd owned or controlled servers for storage. As a condition of using EDoc Deposit Ltd and by accepting this Agreement You represent and warrant that: (i) You are legally permitted and authorized to access, and to provide EDoc Deposit Ltd with access to, the Stored Data and agree to provide EDoc Deposit Ltd with evidence of such authorization upon request; (ii) You authorize EDoc Deposit Ltd to act as your data processing agent and at your discretion; (iii) you undertake to inform the source of the Stored Data, to the extent required by local law, of the scope and purpose of the service components of EDoc Deposit Ltd, which may entail the transfer of Stored Data to servers outside your jurisdiction (including outside the European Union); (iv) you agree that you are responsible for deciding if and how you use EDoc Deposit Ltd; and (v) you represent that you will otherwise use EDoc Deposit Ltd only in a legal manner. If you are located in the European Union, you agree EDoc Deposit Ltd and you are bound by the « standard contractual clauses for the transfer of personal data to processors established in third countries », issued by the European Commission in a decision dated December 27th 2001 and available at http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:L:2002:006:0052:0062:EN:PDF, which is incorporated hereto by reference. Information relating to data processing and technical and organizational processes are described in the relevant accompanying documentation. In the event of any breach of the representations and warranties in this Section, EDoc Deposit Ltd may with prior notice and without prejudice to its other rights, suspend the performance of EDoc Deposit Ltd until You can show to EDoc Deposit Ltd's satisfaction that any such breach has been cured. The use of EDoc Deposit Ltd may be subject to data protection laws or regulations in certain jurisdictions. You are responsible for determining how and if you need to comply with those laws or regulations.
19. COPYRIGHT POLICY. You may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is EDoc Deposit Ltd's policy to terminate this Agreement if you repeatedly infringe the copyright rights of others upon receipt of prompt notification to EDoc Deposit Ltd by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on EDoc Deposit Ltd in a way that constitutes copyright infringement, please provide EDoc Deposit Ltd with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on EDoc Deposit Ltd; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
20. DISCLAIMER OF WARRANTIES. EDOC DEPOSIT LTD MAY CONTAIN OR EDOC DEPOSIT LTD MAY PROVIDE TO YOU THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING, OR YOU MAY OBTAIN THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING FROM THIRD PARTIES DIRECTLY ("THIRD PARTY COMPONENTS"). EDOC DEPOSIT LTD AND ALL THIRD PARTY COMPONENTS ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. EDOC DEPOSIT LTD AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO EDOC DEPOSIT LTD AND THE THIRD PARTY COMPONENTS INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF EDOC DEPOSIT LTD .EDOC DEPOSIT LTD DOES NOT WARRANT THAT EDOC DEPOSIT LTD OR THIRD PARTY COMPONENTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF EDOC DEPOSIT LTD OR THIRD PARTY COMPONENTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN EDOC DEPOSIT LTD OR THIRD PARTY COMPONENTS WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR INSTALLATION, USE AND ACCESS OF EDOC DEPOSIT LTD AND THIRD PARTY COMPONENTS IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF BACKED-UP DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EDOC DEPOSIT LTD SHALL CREATE ANY ADDITIONAL EDOC DEPOSIT LTD WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF EDOC DEPOSIT LTD'S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST EDOC DEPOSIT LTD AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF EDOC DEPOSIT LTD AND THIRD PARTY COMPONENTS. EDOC DEPOSIT LTD MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT EDOC DEPOSIT LTD DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. EDOC DEPOSIT LTD SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ACKNOWLEDGE AND AGREE THAT EDOC DEPOSIT LTD WILL NOT BE RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT UPLOADED TO THE EDOC DEPOSIT LTD WEBSITES OR IN CONNECTION WITH EDOC DEPOSIT LTD SAFESYNC, WHETHER CAUSED BY USERS OF EDOC DEPOSIT LTD OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN EDOC DEPOSIT LTD .YOU ACKNOWLEDGE AND AGREE THAT EDOC DEPOSIT LTD IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF EDOC DEPOSIT LTD SERVICES OR COMBINATION THEREOF. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
21. INDEMNIFICATION. You are solely responsible and liable for your conduct, your data and your backed-up data related to EDoc Deposit Ltd .You agree to indemnify, defend and hold EDoc Deposit Ltd, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) a violation or breach of this Agreement by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or files, or (iii) EDoc Deposit Ltd's authorized use of data, files or other content provided by you or obtained by EDoc Deposit Ltd as authorized by you under this Agreement.
22. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EDOC DEPOSIT LTD OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA AND BACKED-UP DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE EDOC DEPOSIT LTD PRODUCTS OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF EDOC DEPOSIT LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF EDOC DEPOSIT LTD AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO EDOC DEPOSIT LTD IN THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE DAMAGES ARISING. IF EDOC DEPOSIT LTD PRODUCTS ARE PROVIDED TO YOU WITHOUT CHARGE, THEN EDOC DEPOSIT LTD SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE EDOC DEPOSIT LTD PRODUCTS AND YOU ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS, THE FEES CHARGED FOR THE EDOC DEPOSIT LTD SERVICE WOULD BE HIGHER OR IN THE CASE OF THE TRIAL SUBSCRIPTION, EDOC DEPOSIT LTD WOULD NOT BE ABLE TO OFFER YOU THE RIGHT TO EVALUATE THE SERVICE AT NO CHARGE. YOU AGREE THAT NO CLAIM SHALL BE BROUGHT UNLESS YOU HAVE NOTIFIED EDOC DEPOSIT LTD WITHIN ONE MONTH OF SUCH CLAIM ARISING. THIS SECTION DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF EDOC DEPOSIT LTD OR ITS SUPPLIERS IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE.
23. CERTAIN EXCEPTIONS. SOME COUNTRIES, STATES AND PROVINCES, INCLUDING MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISCLAIMERS OF WARRANTIES MAY NOT FULLY APPLY TO YOU. YOU MAY HAVE ADDITIONAL RIGHTS AND REMEDIES. SUCH POSSIBLE RIGHTS OR REMEDIES, IF ANY, SHALL NOT BE AFFECTED BY THIS AGREEMENT.
24. COMPLIANCE WITH APPLICABLE LAWS. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use EDoc Deposit Ltd .You acknowledge and agree that your use of EDoc Deposit Ltd may be subject to audit to ensure compliance with this Agreement. EDoc Deposit Ltd cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of EDoc Deposit Ltd or a third party, to protect the safety of the public or any person, or to prevent or stop any activity we may consider to be, or to pose a risk of being, illegal, unethical, inappropriate or legally actionable.
25. AUDIT. For Entity licenses only: Upon reasonable notice and during regular business hours, EDoc Deposit Ltd shall have the right to audit your use of EDoc Deposit Ltd to verify compliance with this Agreement. If the audit reveals unlicensed Computers, you or the entity you represent agree to pay the applicable subscription fees for unlicensed Computers at then current rates within fifteen (15) days of notice. If the fees payable for unlicensed use exceed five percent (5%) of fees actually paid for the audited time period, you agree to reimburse EDoc Deposit Ltd for the costs and expenses of the audit.
26. CONFIDENTIALITY/NONDISCLOSURE. During the term of this Agreement or any trial or evaluation period, you may be exposed to certain information not generally known to the public that EDoc Deposit Ltd considers and treats as confidential and proprietary ("Confidential Information"), including but not limited to product serial numbers, registration keys or activation codes, and information that, due to its character or nature, a reasonable person in a like position and under like circumstances would treat as secret and confidential. During the term of this Agreement and at all times after its termination, You agree (i) to hold the Confidential Information in confidence; (ii) not to disclose Confidential Information to any third parties, except for employees and independent contractors who have a "need to know" and who have signed agreements containing disclosure and use restrictions no less stringent than those in this Section; and (iii) not to use Confidential Information for any purpose except as required to perform under this Agreement.
27. TERMINATION. EDoc Deposit Ltd may terminate or suspend your rights under this Agreement immediately and without notice upon the earlier of the following: (a) non-renewal, cancellation or expiration of the Subscription Term or your failure to pay the applicable fees when due, (b) EDoc Deposit Ltd's discontinuance of the EDoc Deposit Ltd product or services, (c) failure to comply with any material term or condition of this Agreement, (d) you are using the EDoc Deposit Ltd product or services in a manner not intended or in violation of law, or (e) you no longer consent to electronic Communications. If any third party makes an intellectual property infringement claim relating to EDoc Deposit Ltd, EDoc Deposit Ltd reserves the right to immediately terminate your subscription to the affected EDoc Deposit Ltd product or services. You have the right to appeal any such termination by contacting your local EDoc Deposit Ltd office which will provide you with the details of the appeals process. Upon such termination, you agree to destroy all copies of the EDoc Deposit Ltd software. You may terminate this Agreement at any point by destroying all copies of the EDoc Deposit Ltd software and closing your account. Sections 1 through 4, 16 and 20 through 32 survive any termination of the Agreement.
28. EFFECT OF NON-RENEWAL OR TERMINATION. Upon any non-renewal, termination, or expiration of your subscription to the EDoc Deposit Ltd products (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the EDoc Deposit Ltd products or services, (ii) the EDoc Deposit Ltd products or services may be disabled by EDoc Deposit Ltd without notice to you, and (iii) you will no longer have the right to access or retrieve your files. You acknowledge and agree that EDoc Deposit Ltd's policy is to automatically and irreversibly delete all of your files upon non-renewal, termination, or expiration of your subscription to the EDoc Deposit Ltd products and that it is solely your responsibility to seek another source for your storage needs. EDoc Deposit Ltd is under no obligation to give you opportunity to download your files prior to termination.
29. EXPORT CONTROL. The EDoc Deposit Ltd software is subject to export controls under the U.S. Export Administration Regulations. Therefore, the EDoc Deposit Ltd software may not be exported or re-exported to entities within, or residents or citizens of, embargoed countries or countries subject to applicable trade sanctions, nor to prohibited or denied persons or entities without proper government licenses. Information about such restrictions can be found at the following websites: http://www.treas.gov/offices/enforcement/ofac/ and www.bis.doc.gov/complianceandenforcement/ListsToCheck.htm. As of the Date above, countries embargoed by the U.S. include Cuba, Iran, North Korea, Sudan and Syria. You are responsible for any violation of the U.S. export control laws related to the EDoc Deposit Ltd software. By accepting this Agreement, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the EDoc Deposit Ltd software.
30. GENERAL. This Agreement constitutes the entire agreement between you and EDoc Deposit Ltd. Unless your use of EDoc Deposit Ltd is subject to an existing, written contract signed by EDoc Deposit Ltd, this Agreement supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this Agreement. In the event that any provision of this Agreement is found invalid, that finding will not affect the validity of the remaining parts of this Agreement. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. If you or EDoc Deposit Ltd cannot perform its obligations in this Agreement because of any act of God, accident, strike, court order, fire, riot, war, failure of third party equipment, or any other cause not within the affected party's reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a "Force Majeure Event"), then the non-performing party will: (i) promptly notify the other party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) or more business days, EDoc Deposit Ltd may terminate your subscription to EDoc Deposit Ltd and this Agreement by providing written notice to you. EDoc Deposit Ltd may assign or subcontract some or all of its obligations under this Agreement to qualified third parties or its affiliates and/or subsidiaries, provided that no such assignment or subcontract shall relieve EDoc Deposit Ltd of its obligations under this Agreement. You may not assign this Agreement or any right under this Agreement to any party, including any affiliate, without written approval from EDoc Deposit Ltd; any purported assignment by you shall be null and void.
31. GOVERNING LAW/EDOC DEPOSIT LTD LICENSING ENTITY. North America: Europe, Middle East and Africa: If you are located in the United Kingdom, this Agreement is governed by the laws of England and Wales. If you are located in Austria, Germany or Switzerland, this Agreement is governed by the laws of the Federal Republic of Germany. If you are located in France, this Agreement is governed by the laws of France. If you are located in Italy, this Agreement is governed by the laws of Italy. Asia Pacific (other than Japan):
32. GOVERNMENT LICENSEES.
33. QUESTIONS. If you have a question about EDoc Deposit Ltd, visit: www.edocdeposit.com. Direct all questions about this Agreement to: legalnotice@edocdeposit.com.
34. EDOC DEPOSIT LTD IS PROTECTED BY INTELLECTUAL PROPERTY LAWS AND INTERNATIONAL TREATY PROVISIONS. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
(Prices are per document stored for 24 months i.e. /payslip)
Customers will be invoiced monthly based on a document count. Low volume customers will be invoiced £25(minimum annual charge) at end of first month and may then be in credit for some months.
eDoc Deposit customers will have the facility to view a report showing the document count at any time.