This Online Subscription Agreement (this “Agreement”) is made between the entity you represent, or, if no such entity is designated by you individually (“you”, “your” or “customer”), and eformity document solutions b.v., trading as eformity, (“eformity”, “we”, “us”, or “our”) and consists of the terms and conditions below and the documents they refer to.
We are a limited liability company incorporated in the Netherlands with registration number 23084597 and our registered office is at Nieuwland Parc 310, 2952 DD, Alblasserdam, The Netherlands.
Right to use
We grant you a non-exclusive, non-transferable, worldwide right to use and access the Online Services and use the Software included with your Subscription, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. We reserve all other rights.
Acceptable use
You may use the Online Services only in accordance with this Agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Online Services, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not access or use the Online Services if you are a direct competitor of eformity, except with eformity’s prior written consent. In addition, you may not access or use the Online Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this Agreement.
End Users
You control access by End Users, and you are responsible for their use of the Online Services in accordance with this agreement.
Customer Data
You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating eformity to you or to any third party. Eformity does not and will not assume any obligations with respect to Customer Data or to your use of the Online Services other than as expressly set forth in this Agreement or as required by applicable law.
Responsibility for your accounts
You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
Personal data is covered by our privacy policy the terms of which are included in this Agreement. Read our privacy policy to learn how we handle this data.
The Subscription eformity offers is a per (named) user subscription, based on Fair Use.
Ordering
By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but, Affiliates may not place orders under this agreement. You also may assign the rights granted under this agreement. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Online Services. Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription.
Pricing and payment
All payments are due within 14 days, unless otherwise agreed.. The price level is based on the number of users and/or quantity of Online Services you ordered. During the Term of your Subscription, prices for Online Services will not be increased. All prices are subject to change at the beginning of any Subscription renewal.
Renewal
Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed by the terms and conditions available on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription. Your Subscription will renew automatically for an additional year until you terminate the Subscription. For Limited Offerings or Trial Subscriptions, renewal may not be permitted.
Taxes
Prices are exclusive of any taxes. You must pay any applicable value added, goods and services, sales, or taxes that are owed with respect to any order placed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates.
Agreement term and termination
This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
Subscription termination
Terminations of the Subscription must be at least 90 days before the renewal of your Subscription. If you do not terminate a Subscription within 90 days before the renewal, it will be automatically renewed. However, you must pay all amounts due and owing before the termination is effective, and no refunds will be provided.
Suspension
We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this Agreement. If one or more of these conditions occur, then:
Online Services
We warrant that the Online Services will be available 99% of the time.
Limited warranty exclusions
This limited warranty is subject to the following limitations:
DISCLAIMER
Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
We have copyright and all other intellectual property rights and industrial rights to eformity's software and future or related versions thereof. All rights that may arise from the use of the software by the user in violation of this agreement are hereby assigned to eformity free of charge. This also applies to the right to modify and further develop the results of such illegal behavior and the right to sublicense and assign the rights in question.
The user expressly acknowledges that the software, data and information provided by eformity are and remain the property of eformity. None of this may be used for reproduction, adaptation, distribution, sale, publication or commercial purposes without the prior written permission of eformity.
Intellectual Property Indemnification
We will defend Customer from and against any claim in case the Service and/or Software infringes any copyright, parent or other intellectual property right. If, as a result of a Claim, Customer must stop using any Service of Software, eformity shall at its expense and option either (1) obtain for Customer the right to continue using the infringing Service and/or Software ; (2) modify it so that it is not infringing, or replace the infringing Service and/or Software with a functionally equivalent non-infringing product. If none of the foregoing options is available on terms which are reasonable in our judgment, eformity shall terminate the License for the infringing Service and/or Software and (a) for On-Premise Software, accept the return of the infringing Service or Software and refund the license fee paid for the infringing Service and/or Software, pro-rated over a three (3) month period, or (b) for SaaS Services, discontinue Customer’s right to access and use the infringing Service and refund the unused pro-rated portion of any license fees pre-paid by Customer for such Service and/or Software.
This section covers our entire liability and Customer’s exclusive remedy for any claim of infringement of intellectual property rights.
Limitation
The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 3 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Online Service exceed the amount paid for one month of services under this agreement.
Exclusion
Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
To enable optimal access and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service. We may check the version of the Software you are using and recommend or download updates, with or without notice, to your devices. Failure to install updates may affect your ability to use certain functions of the Online Service. You must uninstall the Software when your right to use it ends. We may also disable it at that time.
These Terms and Conditions are governed by and interpreted in accordance with the laws of the Netherlands. The parties agree that the Netherlands is the jurisdiction for disputes that may arise in connection with the Agreement.
Eformity reserves the right to modify this Agreement without notice. Therefore, regularly consult this Agreement.