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Master Subscription Agreement

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. Payment obligations are non-cancelable and fees paid are non-refundable.

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.