BY CLICKING THE "Yes. I understand and accept the Master Subscription Agreement." CHECKBOX
DISPLAYED AS PART OF THE ONLINE ORDERING PROCESS OR OTHERWISE APPLYING FOR OR
USING DYNAMSOFT HOSTED SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS
(THE "AGREEMENT") GOVERNING YOUR USE OF DYNAMSOFT HOSTED ONLINE SERVICE,
INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING
INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO
NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT APPLY FOR OR USE THE SERVICE.
1. Welcome
Welcome to Dynamsoft Hosted Service.
We offer Dynamsoft SourceAnywhere Hosted and Dynamsoft Issue Tracking Anywhere
Hosted service.
2. License Grant & Restrictions
Dynamsoft hereby grants you a non-exclusive, non-transferable, worldwide right
to use the Service, solely for your own internal business purposes, subject to
the terms and conditions of this Agreement. All rights not expressly granted to
you are reserved by Dynamsoft and its licensors.
You may not access the Service if you are a direct competitor of Dynamsoft,
except with Dynamsoft's prior written consent. In addition, you may not access
the Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise commercially exploit or make available to any third
party the Service in any way; or (ii) reverse engineer or access the Service in
order to (a) build a competitive product or service, (b) build a product using
similar ideas, features, functions or graphics of the Service, or (c) copy any
ideas, features, functions or graphics of the Service.
User licenses cannot be shared or used by more than one individual User but may
be reassigned from time to time to new Users who are replacing former Users who
have terminated employment or otherwise changed job status or function and no
longer use the Service.
You may use the Service only for your internal business purposes and shall not:
(i) store infringing, obscene, threatening, libelous, or otherwise unlawful or
tortious material, including material harmful to children or violative of third
party privacy rights; (ii) store material containing software viruses, worms,
Trojan horses or other harmful computer code, files, scripts, agents or
programs; (iii) interfere with or disrupt the integrity or performance of the
Service or the data contained therein; or (iv) attempt to gain unauthorized
access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and
shall abide by all applicable local, state, national and foreign laws, treaties
and regulations in connection with your use of the Service, including those
related to data privacy, international communications and the transmission of
technical or personal data. You shall: (i) notify Dynamsoft immediately of any
unauthorized use of any password or account or any other known or suspected
breach of security; (ii) not impersonate another Dynamsoft Hosted Service user
or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Dynamsoft does not own any data, information or material that you submit to the
Service in the course of using the Service. You, not Dynamsoft, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all
Customer Data, and Dynamsoft shall not be responsible or liable for the
deletion, correction, destruction, damage, loss or failure to store any
Customer Data. In the event this Agreement is terminated (other than by reason
of your breach), Dynamsoft will make available to you a file of the Customer
Data within 30 days of termination if you so request at the time of
termination. Dynamsoft reserves the right to withhold, remove and/or discard
Customer Data without notice for any breach, including, without limitation,
your non-payment. Upon termination for cause, your right to access or use
Customer Data immediately ceases, and Dynamsoft shall have no obligation to
maintain or forward any Customer Data.
5. Intellectual Property Ownership
Dynamsoft alone (and its licensors, where applicable) shall own all right,
title and interest, including all related Intellectual Property Rights, in and
to the Dynamsoft Hosted Service Technology, the Content and the Service and any
suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by you or any other party relating to the Service. This
Agreement is not a sale and does not convey to you any rights of ownership in
or related to the Service, the Technology or the Intellectual Property Rights
owned by Dynamsoft. The Dynamsoft name and logo, the SourceAnywhere name and
logo, the Issue Tracking Anywhere name and logo, and the product names
associated with the Service are trademarks of Dynamsoft or third parties, and
no right or license is granted to use them.
6. Fee and payment
The subscriber agrees to pay the amount as listed in the order form. The
billing period is 1 month or otherwise mutually agreed. Your account will be
billed at the beginning of each billing period. Dynamsoft reserves the right to
modify its fees and charges and to introduce new charges at any time, upon at
least 30 days prior notice to you, which notice may be provided by e-mail.
7. Termination for Cause
Any breach of your payment obligations or unauthorized use of Dynamsoft Hosted
Service will be deemed a material breach of this Agreement. Dynamsoft, in its
sole discretion, may terminate your password, account or use of the Service if
you breach or otherwise fail to comply with this Agreement. In addition,
Dynamsoft may terminate a free account at any time in its sole discretion. You
agree and acknowledge that Dynamsoft has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially breached this
Agreement, including but not limited to failure to pay outstanding fees, and
such breach has not been cured within 30 days of notice of such breach.
8. "Powered by Dynamsoft SourceAnywhere" plan and "Powered by Dynamsoft Issue Tracking
Anywhere" plan
Dynamsoft offers "Powered by Dynamsoft SourceAnywhere" and "Powered by
Dynamsoft Issue Tracking Anywhere" plan at lower prices in exchange for a HTTP
link from your home page. If you sign up for any of the Powered By plan(s), you
agree to display Dynamsoft Powered By logo on your home page by placing a
string of code on your web site. The code to display the logo can be generated
from Dynamsoft hosting service portal site. 30 days of technical preparation
period is given to you. If you do not display the required Powered By logo on
your site after the first 30 days, Dynamsoft reserves the right to inactivate
your account.
9. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. Dynamsoft represents and warrants that it will
provide the Service in a manner consistent with general industry standards
reasonably applicable to the provision thereof. You represent and warrant that
you have not falsely identified yourself nor provided any false information to
gain access to the Service and that your billing information is correct.
10. Disclaimer of Warranties
DYNAMSOFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. DYNAMSOFT AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE
SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY
OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR
THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON
AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW BY DYNAMSOFT AND ITS LICENSORS.
11. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL
EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY
TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING
BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT
OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR
OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH
DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
12. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental, consequential or certain
other types of damages, so the exclusions set forth above may not apply to you.
13. Changes to the Service
Dynamsoft may change the service or delete or add features at any time and for
any reason.
14. Modification to Terms
Dynamsoft reserves the right to modify the terms and conditions of this
Agreement or its policies relating to the Service at any time, effective upon
posting of an updated version of this Agreement on the Dynamsoft web site. You
are responsible for regularly reviewing this Agreement. Continued use of the
Service after any such changes shall constitute your consent to such changes.
15. Applicable Law
This agreement is governed by the laws of the British Columbia and the laws of
the Canada. Any disputes pertaining to this agreement requiring judicial action
will only take place in the Province of British Columbia.