Xodo (for web) Terms of Use

The following are the terms and conditions for use of Apryse Software Inc.’s (“Apryse”, “we”, “us”, and “our”) Xodo website and services (the “Services”). Please read them carefully. BY USING THE SERVICES OR CLICKING ON THE "I AGREE" BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS SET OUT IN THESE TERMS OF USE (the "Terms"). IF YOU DO NOT AGREE TO THE TERMS DO NOT USE THE SERVICES.

1. YOUR ACCOUNT

An Apryse account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. The different account types allow users to work within different features, and file number limitations. Our Services user types are as follows:

• Not registered
• Xodo Free (for web)
• Xodo Pro (for web)

Users are solely responsible for the activity that occurs on their account and must keep their account password confidential and secure. You shall notify Apryse immediately of any unauthorized use of your account. Apryse will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for losses incurred by Apryse or another party due to someone else using your account or password. You may not use anyone else’s account at any time. In the event that access to your account is suspended or terminated, Apryse shall not be liable to you or any third party for suspension or termination of your account.

By subscribing for Xodo Pro (for web) users will also get access to Xodo Pro applications which are downloadable onto desktop and mobile devices and the full suite of available features within those applications. Note that a separate account for such applications will need to be created, which can be linked to the Xodo Pro account. Use of the Xodo applications on desktop and mobile devices will be governed by a separate set of terms which can be found on the application store for the relevant device.

2. USE OF THE SERVICE AND USER CONDUCT

Any actual or attempted commercial use of any Services by you, such as charging or attempting to charge third parties a fee to convert the third parties' documents by running them through the Services or reselling Services accounts to others, is expressly prohibited. You may use the Services for your personal needs or, if you have a Xodo Pro account, your internal business needs. For clarity, ‘internal business needs’ means the use of the Services for the benefit of your organization's internal operations and work environment. You agree that your use of the Services will at all times comply with all applicable local, provincial, state, federal, national and international laws and regulations, and that you are solely responsible for all acts or omissions that occur under your account, including the content of documents you submit to the Services for conversion, editing or viewing. Apryse is not obligated to provide any technical support for your use of the Services. The terms of our Privacy Policy from time to time are incorporated into these Terms by reference and apply to the Services. Additionally, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Services may be read or intercepted by others.

(i) Restrictions on Use

You agree not to attempt to decompile, disassemble, modify, reverse engineer or translate the software used within the Services or otherwise attempt to learn the source code of any software or Services we provide to you. You are not authorized to alter, modify, copy, edit, format, or create derivative works of any technology used to provide the Services.

Furthermore, the following actions are prohibited while using the Services or functionality we provide to you as part of the Services:

• hosting, streaming, sublicensing, or reselling the Services, software or functionality used to provide the Services;
• enabling or allowing others to use the Services, software, or content using your account information;
• using the functionality or software included in the Services to construct any kind of database;
• accessing or attempt to access the Services by any means other than the interface we provided or authorized;
• circumventing any access or use restrictions put into place to prevent certain uses of the Services;
• uploading or transmitting any content that is unlawful, defamatory, obscene, pornographic, harassing, threatening, harmful, abusive, inflammatory, or otherwise objectionable;
• uploading or transmitting any content that would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, state, national, or international law;
• sharing content or engaging in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);
• attempting to disable, impair, or destroy the Services, software, or hardware;
• engaging in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
• placing advertisements of any products or services in the Services except with our prior written consent;
• using any data mining or similar data gathering and extraction methods in connection with the Services;
• framing or utilizing framing techniques to enclose any Apryse trademark, logo or other proprietary information (including the images found on the Services, the content of any text or the layout/design of any page or form contained on a page) without Apryse’s express written consent;
• encrypting or protecting files in countries where this is prohibited.
• running any vulnerability or authentication tests.

(ii) Age Restrictions

You may only use the Services if you are 18 years of age (or the age of majority in your home jurisdiction to lawfully enter into and form contracts in accordance with applicable local laws) or older, or if you are underage, if a verifiable parental or authorized guardian consent and agreement to these Terms for your use of our Services has been provided to us. If you are a parent and you learn that your child is using our Services and you don’t want them to, please contact us.

3. DISCLAIMER AND LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY PARTICULAR PURPOSE, THAT STORED DOCUMENTS WILL BE PRESERVED WITHOUT LOSS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WHILE APRYSE ATTEMPTS TO ENSURE YOUR ACCESS AND USE OF THE SERVICES IS SAFE, APRYSE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN JURISDICTIONS DO NOT PERMIT THE DISCLAIMERS IN THIS PARAGRAPH, SO THEY MAY NOT APPLY TO YOU. FOR EXAMPLE, THESE DISCLAIMERS DO NOT OVERRIDE THE LEGAL PROTECTIONS (INCLUDING ANY STATUTORY WARRANTIES) THAT ARE GRANTED TO CONSUMERS BY THE LAWS OF THE EU.

APRYSE DOES NOT EXCLUDE OR LIMIT ITS LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR APRYSE’S FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE EXCLUSIONS BELOW ARE NOT ALLOWED, WE ARE RESPONSIBLE TO YOU ONLY FOR DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE OR OUR BREACH OF THE TERMS. THIS PARAGRAPH DOES NOT AFFECT CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY ANY CONTRACT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, IN NO EVENT SHALL APRYSE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS, AND AGENTS ("APRYSE PARTIES"), BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION), ARISING OUT OF THE USE OF, INABILITY TO USE OR RELIANCE UPON THE SERVICES, EVEN IF APRYSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THE TERMS, IN NO EVENT WILL APRYSE PARTIES BE LIABLE TO YOU (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE USE OF THE SERVICES OR THE TERMS, THAT EXCEEDS THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SERVICES DURING THE PREVIOUS 12 MONTH PERIOD, OR USD $10.00, WHICHEVER IS GREATER. THIS PROVISION DOES NOT APPLY TO EU CONSUMERS WHERE PROHIBITED BY APPLICABLE LAW.

THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO ALL CAUSES OF ACTION AND REGARDLESS OF THE CAUSE OF ACTION AND WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

4. INDEMNIFICATION

You agree to indemnify and hold Apryse, its parents, subsidiaries, affiliates, officers and employees, harmless of and from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your content or your use of or conduct with regard to the Services.

5. MODIFICATION AND TERMINATION

Apryse reserves the right to discontinue offering all or part of the Services or to modify the Services at any time, without any liability to you or anyone else in its sole discretion. For changes to paid offerings that, in Apryse’s reasonable discretion, result in a material diminishment of value to you, we will make reasonable commercial efforts to notify you of such modification or discontinuation. If you are dissatisfied with any aspect of the Services at any time, your sole and exclusive remedy is to cease using the Services. Apryse in its sole and exclusive discretion, may suspend or terminate your access to the Services if: (a) you violate the Terms either in letter or in spirit; (b) If you fail to make timely payments of fees for the Services; (c) if we are required to do so by law (for example, if providing software to a specific region becomes unlawful); and (d) if we choose to discontinue the Services, in whole or in part (such as if it becomes impractical for us to provide Services in your jurisdiction). If you are a user of a free account, Apryse may terminate the Services with or without cause upon 30 days’ notice to you. Upon termination of the Services, your right to use the Services immediately ceases. If we discontinue any Services in its entirety, then we will provide you with a pro rata refund for any unused fees for the discontinued Services that you may have prepaid. Termination of your account shall not relieve you of any obligation or liability accruing prior to such termination, nor preclude Apryse from pursuing all rights and remedies it may have under these Terms, at law or in equity, with respect to breach of these Terms.

6. CHANGES TO TERMS

Apryse reserves the right to change the Terms at any time and to notify you by posting an updated version of the Terms on the website or other reasonable means as Apryse deems appropriate. If you do not agree to these changes, then you must stop using the Services. If you do not stop using the Services then your use of the Services will continue under the changed terms. Your continued use of the Services constitutes your agreement to be bound by all of these Terms as amended by us from time to time.

7. SANCTION AND EXPORT RESTRICTIONS

Any use of the Services shall be in compliance with all relevant international, U.N., Canada, USA or EU sales, export or import restrictions and regulations and you agree to comply with them. You represent and warrant that you are not located in a country that is subject to embargo, or that has been designated by the United States as a “terrorist supporting” country; and that you are not listed in any Canadian, United States or EU sanction list of prohibited or restricted parties and you comply with relevant sanctions and embargos.

8. GOVERNING LAW

These Terms will be governed by and interpreted in accordance with the laws (procedural and substantive) of California as if made and performed by and between parties situate in such jurisdiction and without regard to any conflict of laws doctrine. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction which may result from these Terms and the same is strictly excluded from these Terms. You and Apryse submit to the exclusive jurisdiction of the courts of the Santa Clara County, California and waive any objection as to venue in such courts. Notwithstanding any of these Terms, Apryse may apply to a court of competent jurisdiction for interim or injunctive relief pending resolution of the dispute. Notwithstanding the foregoing, some countries (including those in the EU) have laws that require agreements to be governed by the local laws of the consumer’s country. This section does not override such laws.

9. BILLING AND RENEWAL

If you decide to purchase a paid subscription to any of the Services (or any particular features of the Services), you will be charged the stated fee in advance on a monthly or yearly basis or some other recurring interval disclosed to you prior to your purchase. We may change the price for the paid subscription, including recurring subscription fees (for periods not yet paid), from time to time and will communicate any price changes to you at least 30 days in advance. Such notice may be provided by an email to you or in the form of an announcement on the Service. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you may reject the change by unsubscribing from the paid subscription prior to the price change going into effect.

We will automatically bill the subscription fee to your plan, price and payment method selected until your subscription is cancelled or terminated. If you do not terminate your subscription, it will be automatically renewed. You and Apryse may cancel or terminate your subscription at any time. Any cancellation will take place from the next billing period, i.e. any cancellation will only cancel future billings. We do not provide refunds except in cases requested by mandatory law or where otherwise explicitly communicated to you.

10. OWNERSHIP OF IP

We (and our licensors) remain the sole owner of all right, title, and interest relating to or embodied in the Services, including all Intellectual Property Rights related thereto. We reserve all rights not granted under these Terms. We may use feedback you provide in connection with your use of the Services as part of our business operations without any obligation or restriction of any kind. Further, all graphics, logos, domain names, trademarks and trade names relating to the Services (collectively, the “Marks”) are the property of Apryse and its licensors. Apryse and its licensors retain all rights, title and interest, including all Intellectual Property Rights, in and to the Marks. You are prohibited from using any of the Marks.

We do not claim any ownership rights to your content.

11. USE OF E-SIGNATURE FEATURES

Certain types of documents or agreements may be excluded from general electronic signature laws (for example, wills, trusts, court orders, or family law matters), or may have specific regulations that are applicable to them. You are solely responsible for ensuring that the documents you use with the Services are appropriate for electronic signatures, and Apryse is not responsible or liable for any such determination or use. Apryse does not guarantee that any electronic signature provided through the Services is legally binding in your country or under the laws of the country governing the legal transaction that is the purpose of the signing process. Apryse further disclaims any liability for contracts that are not closed, lost or signed out of time due to the usage of the e-signature tool.

Consumer protection laws or regulations in some jurisdictions may impose specific requirements for electronic transactions involving consumers; you are solely responsible for ensuring that you comply with all such laws or regulations and Apryse has no obligations to make such determination or assist with fulfilling any such requirements.

12. FILE STORAGE

If file storage is provided, the following terms will apply:

• Apryse uses TLS encryption. Apryse shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and procedures will include encryption of data in storage and in motion over public networks, virus detection and firewall utilization. Furthermore, users’ information is stored with logical separation from information of other customers.
• Apryse shall not access users' stored files, except to respond to service or technical problems or at users' request or except as compelled by law.
• In the event of unauthorized access to your files, Apryse will endeavour to promptly notify you of such unauthorized access.
• Upon request made within 30 days after the effective date of termination of your use of your account, Apryse will make available to you for download your files in their native format. After such 30-day period, Apryse shall have no obligation to maintain or provide any files and shall thereafter, unless legally prohibited, delete all files in its systems or otherwise in its possession or under its control.

13. MISCELLANEOUS

13.1. Event Outside Our Control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks.

13.2 Assignment. We may assign or transfer our rights and obligations under these Terms to another organisation without consent. You may only assign or transfer your rights or obligations under these Terms to another person if we agree in writing.

13.3 Waiver and Severability. The failure of Apryse to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

13.4 Entire Agreement. These Terms and our Privacy Policy are the entire agreement between Apryse and you regarding the use of the Services, and these Terms supersede and replace any prior agreements between Apryse and you regarding the same. Subject to the provisions set forth in Section 6 (Changes to Terms), no amendment to or modification of these Terms will be binding unless in writing, signed by an authorized senior executive of Apryse, and expressly referring to these Terms.

13.5 Interpretation. The headings to, and the division of these Terms into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of these Terms. Unless the context otherwise requires, a reference to a Section, Subsection, Paragraph, Subparagraph or Schedule by number or letter is a reference to the appropriate Section, Subsection, Paragraph, Subparagraph or Schedule in these Terms. In these Terms, the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a corporate entity; and the conjunction “or” will be understood in its inclusive sense (and/or).