Terms and Conditions
Thank you for selecting the subscription plan.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). By clicking on the “I ACCEPT” button below or by accessing or using the Services, you:
- Acknowledge that you have read and understand this Agreement;
- Represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for law firm or an organization, that you have the legal authority to bind that law firm or organization; and
- Accept this Agreement and agree that you are legally bound by its terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions
“AcroDocz IP” means the Services, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing.
“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, uploaded, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.
“Services” means the services provided by AcroDocz under this Agreement that are set forth at AcroDocz’s website here: www.acrodocz.com
“Subscription Plan” means the level of service chosen by the Subscriber and agreed upon at checkout or registration.
“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
2. Access and Use
Provision of Access.
Subject to the terms and conditions of this Agreement, AcroDocz hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for your internal business operations in the United States by Authorized Users. AcroDocz may provide you with the necessary access credentials to allow you to access the Services.
Third Party Software Required.
Service reports or other deliverables are delivered in PDF format and Excel format. To access and use such deliverables, you will need to have a PDF reader (e.g., Adobe Acrobat and Microsoft Excel) installed on your computer or mobile device. We do not license or provide such third-party software to you.
Use Restrictions.
You shall not, and shall not permit any Authorized Users to, use the Services, or any software component of the Services, for purposes beyond the scope of the access granted in this Agreement. You shall not, directly or indirectly, and shall not permit any Authorized Users to:
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- copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
- remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
Aggregated Statistics.
Notwithstanding anything to the contrary in this Agreement, AcroDocz may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by AcroDocz in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between AcroDocz and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AcroDocz. You acknowledge that AcroDocz may compile Aggregated Statistics based on Customer Data input into the Services. You agree that AcroDocz may use and disclose Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
Reservation of Rights.
AcroDocz reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the AcroDocz IP.
Suspension.
Notwithstanding anything to the contrary in this Agreement, AcroDocz may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if:
(i) AcroDocz reasonably determines that (A) there is a threat or attack on any of the AcroDocz IP; (B) Customer’s or any other Authorized User’s use of the AcroDocz IP disrupts or poses a security risk to the AcroDocz IP or to any other customer or vendor of AcroDocz; (C) Customer or any other Authorized User is using the AcroDocz IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) AcroDocz’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (ii) any vendor of AcroDocz has suspended or terminated AcroDocz’s access to or use of any third-party services or products required to enable Customer to access the Services, a “Service Suspension”. AcroDocz shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. AcroDocz shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. AcroDocz will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities
(a) Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
(b) Customer Data. You hereby grant to AcroDocz a non-exclusive, royalty-free, sublicense to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for AcroDocz to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, and analyze the content of such documents for the purpose of developing, training, and improving AcroDocz’s artificial intelligence and machine learning models, algorithms, and related technologies. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(c) Passwords and Access Credentials. If you become a registered user with account credentials, and if you are prompted to create a password, you will be responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
4. Fees and Payment
Upon subscribing to the Services, you will be charged the applicable monthly subscription fee as specified in the selected Subscription Plan (the “Fee”). Thereafter, you will be automatically charged the same monthly subscription fee on a recurring basis each month, on or about the same calendar day as the initial charge date, unless and until the subscription is canceled in accordance with this Agreement.
You are required to provide a valid credit card at the time of subscribing to the Services. By subscribing, you authorize AcroDocz to charge the credit card provided for the applicable monthly subscription fee on a recurring basis, as well as for any additional fees incurred, including but not limited to overage charges as described below. You agree to maintain accurate and up-to-date billing information throughout the subscription term. Failure to maintain valid payment information may result in suspension or termination of access to the Services.
Each Subscription Plan includes a specified monthly limit on the number of pages that may be processed through the Services (“Page Limit”), as specified when selecting the Subscription Plan. If you exceed the Page Limit in any given billing cycle, you will be charged an additional overage fee for each page processed beyond the Page Limit, at the per-page rate specified in the Subscription Plan you chose. Overage charges will be charged automatically to the payment method on file. If you do not exceed the monthly limit of pages, unused pages do not carry over to subsequent months and will expire at the end of each monthly billing cycle. No credits, refunds, or rollovers will be provided for any unused portion of the monthly page allowance.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by customer hereunder, other than any taxes imposed on AcroDocz’s income.
5. Intellectual Property Ownership Feedback
As between you and us,
(a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and
(b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data.
If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as nonconfidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
6. Warranty Disclaimer
ACRODOCZ USES AI TECHNOLOGY WITH A HIGH DEGREE OF ACCURACY AND WITH QUALITY CONTROL PROCESSES. EVEN WITH THESE SAFEGUARDS SOME ERRORS DUE TO POOR SCANNING QUALITY OF THE SOURCE. THE SERVICES ARE PROVIDED “AS IS” AND ACRODOCZ SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ACRODOCZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ACRODOCZ MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES TO PROCESS AND SUMMARIZE CUSTOMER DATA. ACRODOCZ MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE RESULTS OF THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S REQUIREMENTS. CUSTOMER IS FULLY RESPONSIBLE TO REVIEW AND VALIDATE THE SERVICE RESULTS TO CONFIRM ACCURACY. IN NO EVENT WILL ACRODOCZ BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CUSTOMER ACTIONS OR OMISSIONS IN RELIANCE ON THE RESULTS OF THE SERVICES.
7. Limitations of Liability
IN NO EVENT WILL ACRODOCZ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ACRODOCZ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ACRODOCZ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ACRODOCZ UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Term
(a) Term. The term of this Agreement begins on the date that the Subscription Plan is purchased and continues until cancelled by either party (the “Term”).
(b) Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
9. Governing Law and Jurisdiction
This agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the U.S. District Court for the Southern or Eastern District of New York or the courts of the State of New York located in New York County or Nassau County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
10. Miscellaneous
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to AcroDocz at the address set forth below and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us.
AcroDocz, LLC
485 Underhill Blvd., Suite 102
Syosset, NY 11791
You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.