Terms of Use

Accusoft Corporation – Docubee™ ‘Shrink-Wrap’ Terms of Use Agreement

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR RIGHT TO USE OF DOCUBEE (“SERVICE”). YOU MUST ACCEPT THESE TERMS BEFORE YOU ARE PERMITTED TO USE THE SERVICE. YOU EXPRESSLY AGREE THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE ORGANIZATION OR ENTITY YOU REPRESENT (“USER”) TO BE BOUND BY THESE TERMS.

BY SIGNING UP FOR SERVICE AND YOUR CONTINUED USE YOU AND USER AGREE TO BE BOUND BY THIS AGREEMENT AND YOU EXPLICITLY CONFIRM THAT YOU ARE ACCEPTING OUR PRIVACY POLICY LOCATED AT https://apryse.com/privacy. IF YOU HAVE ANY QUESTIONS ABOUT THAT POLICY, PLEASE EMAIL privacy@accusoft.com.

1. Background

Accusoft Corporation, a Florida corporation, (“Accusoft”) is the owner of all rights, title, and interest in the software system named Docubee consisting of workflow design, administration and execution services hosted by Accusoft (“Service”). USER desires to use Docubee under the terms and conditions stated herein, for purpose of evaluating Docubee in Evaluation Limited Usage (basis under Paragraph 3) or for a commercial purpose under a Commercial Usage agreement (Paragraph 4).

2. Evaluation Limited Usage

Default Installation – Evaluation Limited Usage

All prospective customers have every opportunity to evaluate Accusoft’s products, including Docubee, prior to purchasing. Accusoft fully supports and warrants its code and its pricing of Docubee reflects those support and warranty costs.

Evaluation Limited Usage allows you to test all Docubee features and functions. Images may be displayed with a watermark on them and occasionally dialogs may be posted reminding you that Docubee is in evaluation mode. Printed, exported and e-mailed images may also display a watermark. This Evaluation Limited Usage expires after 14 days at which time Docubee will not allow running workflows for your organization. If your evaluation is not complete at that time, please contact www.Docubee.com or support@Docubee.com to see if your Evaluation Limited Usage time can be extended.

Changing from Evaluation Limited Usage to Commercial Usage

A Commercial Usage agreement is required in order to continue using Docubee for any commercial purpose or in any manner that is not covered by our Evaluation Limited Usage. The Commercial Usage agreement solely governs USER’s rights as to the terms of use and USER is required to obtain the appropriate Commercial Usage agreement PRIOR TO SUCH COMMERCIAL USE.

3. Evaluation Limited Usage

With Evaluation Limited Usage, Accusoft allows USER only to evaluate Docubee for a fourteen (14) day period beginning on the date of signup of Docubee and may be subsequently extended by Accusoft on USER’s request (“Term”), for the sole purpose of evaluating Docubee (the “Purpose”), and not for any commercial usage. For clarity, USER may only use Docubee in an internal testing or proof-of-concept environment. USER IS NOT PERMITTED TO USE Docubee IN A PRODUCTION ENVIRONMENT. Either party may terminate this Agreement for convenience prior to the end of the Term on one day’s written notice (email notice is acceptable) to the other party. USER shall have no right to, and shall not assign this Agreement whether by transfer, assignment, merger or otherwise.

4. Commercial Usage

A Commercial Usage agreement may be obtained by purchasing a Subscription Plan through the Docubee website or by written contract for special situations via sales@accusoft.com. Docubee reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice. USER’s permitted use of Docubee is governed by this Paragraph 4., replacing Paragraph 3. “Evaluation Limited Usage”, and all other terms and Term are according to this Agreement. Accusoft allows USER to use Docubee for the Term purchased through the Docubee website, beginning on the date the Commercial Usage agreement for Docubee is obtained and as may subsequently be extended by Accusoft on USER’s request (“Term”). When LICENSEE uses Service, LICENSEE’s Commercial License includes a transaction limit that depends on whether the Commercial License is a subscription with a monthly transaction limit or is a prepayment for a group of transactions.

5. Error and Usage Reporting

USER acknowledges that Docubee includes an Error and Usage Reporting mechanism that may automatically exchange error and usage information with an Accusoft server.

6. Ownership

a. USER acknowledges and agrees that Accusoft owns all right, title and interest in Docubee in all forms, without limitation, including, but not limited to, its source code, look, feel and operational design, customizations, modifications and upgrades done for any reason, and any and all worldwide proprietary rights therein, including but not limited to trademarks, copyrights, patent rights, patent continuations, trade secrets and confidential information.

b. Accusoft acknowledges and agrees that USER owns all right, title and interest in all data, documents and other content uploaded, or otherwise provided, to Docubee by USER.

7. USER Service Restrictions

a. Unless otherwise specified, Docubee is designed for typical business use, and each USER is granted usage of the platform within reasonable limits. If a USER engages in excessive use, such as automating a high volume of transactions beyond standard business operations, sharing an account to bypass licensing, or performing actions that degrade platform performance, Docubee may require an upgraded plan, impose additional fees, or restrict service. Docubee reserves the right to review usage and take appropriate action, including suspension or termination, in cases of excessive misuse. Docubee’s AppSumo plans include 200 transactions annually for each seat purchased. Enterprise customers may include a negotiated transaction limit. If USER’s usage of Service exceeds their transaction limit, USER agrees that Accusoft may charge USER an additional fee for overage transactions.

b. USER agrees to indemnify and hold Accusoft harmless from any claim, action or proceeding arising in any way from USER’s uploaded content or from USER’s usage of uploaded content.

c. USER agrees to access or use Service solely via their licensed usage of Docubee.

d. USER agrees the Service account key allowing their licensed access to Service is Proprietary Information of Accusoft, as defined below in paragraph 14, that USER is responsible for the security of Service account key, that USER will only allow use of Service account key from their licensed usage of Docubee installed on their one allowed licensed host and that USER will immediately notify Accusoft if they learn that their Service account key was used by any other party in any other way.

e. USER is prohibited from reverse-engineering or hacking Service including Service API’s (Application Programming Interfaces).

f. USER is prohibited from removing or obscuring Accusoft or Docubee marks.

g. USER agrees they will access or use Service only during Term and USER agrees to discontinue all use of Service following Term and following termination of Agreement for any other reason.

h. USER is prohibited from using Docubee for spam, contests or other advertising materials.

I. USER may elect to authenticate or receive notifications from Docubee via text (“SMS Messages”) at the mobile number USER provides while using Docubee. USER affirms that they are the subscriber of the mobile service at the number provided and elects to receive and send SMS Messages via Docubee. By electing to send and receive SMS Messages, USER acknowledges that message and data rates may apply under USER’s agreement with their mobile service provider. USER understands and acknowledges that their mobile service provider’s network services are outside of Docubee’s control and that Docubee is not responsible for or liable for any issues arising therefrom.

8. Accusoft Service Obligations

a. Accusoft will utilize its best efforts to ensure that Service is available to USER at all times.

b. All data communication with the Docubee Service is encrypted via HTTPS protocol.

c. Uploaded content, and cached converted content, is encrypted while it resides on the Service host filesystem.

d. Accusoft will limit access to Service hosts to necessary Accusoft employees.

9. Other Restrictions and Reservations

All rights and uses not expressly granted to USER are reserved to Accusoft. USER shall not disassemble, decompile, decrypt or reverse engineer Docubee or in any manner attempt to discover or reproduce the source code or any other copyrightable aspect of Docubee, or any portion thereof. With Evaluation Limited Usage:

a. USER is strictly prohibited from reproducing, marketing, selling, leasing, timesharing or renting Docubee or any component thereof, and

b. USER is strictly prohibited from any commercial use of Docubee, and such actions are expressly prohibited, and

c. USER is strictly prohibited from incorporating or including Docubee or any component thereof, in whole or part, into or as part of any product or service of USER regardless of functionality of Docubee (or lack thereof) within or as part of such product or service, and

d. USER is strictly prohibited from using Docubee, directly or indirectly, in developing USER’s own product with, or including, similar functionality as Docubee, and

10. Warranty Disclaimer

USER ACKNOWLEDGES AND AGREES THAT Docubee IS PROVIDED “AS IS.” ACCUSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

11. Limitation of Liability

ACCUSOFT SHALL HAVE NO LIABILITY TO USER, USER AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE DOCUBEE, OR THE PERFORMANCE OR OPERATION OF DOCUBEE, EVEN IF ACCUSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO COMPANY DURING THE 12-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE.

12. Indemnification by USER

USER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF USER PERTAINING TO DOCUBEE OR FROM USER USAGE OF DOCUBEE NOT PERMITTED BY THIS AGREEMENT.

13. Termination

You may terminate this Agreement at any time by notifying us prior to any renewal of Term, and the service will cease at the end of any paid up term. No refunds are provided once payment has been rendered. This Agreement and all grant of usage rights under this Agreement shall expire at midnight on the last day of the Term. This Agreement shall also terminate immediately upon USER’S breach of any provision of this Agreement. Upon expiration or termination of the Term or any other termination, USER shall have no usage rights whatsoever in or regarding Docubee, and shall immediately cease to use Docubee, unless USER has entered into a separate Accusoft usage agreement for Docubee signed by an authorized representative of Accusoft. In the event of any termination for any reason all sections of this Agreement survive except Paragraphs 2, 3, 4, and 8.

14. Confidentiality

USER acknowledges that Docubee contains Accusoft know-how, confidential and trade secret information (“Proprietary Information”). USER agrees:

(a) to hold the Proprietary Information in the strictest confidence,

(b) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third party,

(d) to disclose the Proprietary Information only to USER’s representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement.

This obligation shall continue as long as allowed under applicable law.

15. Injunctive Relief

USER agrees that any violation or threat of violation of this Agreement will result in irreparable harm to Accusoft for which damages would be an inadequate remedy. Therefore, in addition to its rights and remedies available at law (including but not limited to the recovery of damages for breach of this Agreement), Accusoft shall be entitled to immediate injunctive relief to prevent any violation of Accusoft’s copyright, trademark, trade secret rights regarding Docubee, or any violation of this Agreement, including, but not limited to, unauthorized use of or regarding Docubee, as well as any other equitable relief as the court may deem proper under the circumstances.

16. No Reduced Pricing

In any determination of Accusoft’s damages (whether liquidated damages or actual damages), or any determination of any usage fees due Accusoft under this Agreement due to a breach by USER hereunder, USER shall not be entitled to any discounts (volume or otherwise) or reduced usage fees. Further, USER agrees that it shall not be entitled to reduced usage fees when determining Accusoft’s damages due to any undertaking or activity by USER regarding Docubee outside of or exceeding the scope of permission or Purpose of this Agreement, or USER’s actions otherwise in violation of this Agreement, other than as may be granted by a separate Accusoft usage agreement for Docubee.

17. Attorneys’ Fees and Costs

In the event of any lawsuit or other proceeding brought as a result of any actual or alleged breach of this Agreement, to enforce any provisions of this Agreement, or to enforce any intellectual property or other rights in or pertaining to Docubee, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs, including the costs of any expert witnesses, incurred at all levels of proceedings.

18. Governing Law

This Agreement shall be construed, governed and enforced in accordance with the laws of the State of Florida, without regard to any conflicts of laws rules. Any action related to or arising out of this Agreement will be brought solely in the state court sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida, Tampa Division, and USER consents to the exclusive jurisdiction and venue of said courts.

19. Severability

If any provision of this Agreement is determined to be invalid by any court of final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue to be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the Court deems reasonable and appropriate, rather than invalidating the entire provision. Without limiting the generality of the foregoing, USER expressly agrees that should USER be found to have breached the Agreement, under no circumstances shall USER be entitled to any volume or other discount, or reduced usage fee in the determination of Accusoft’s damages, or otherwise in the determination of any usage fee owed to Accusoft.

20. Government Rights

Docubee and accompanying documentation have been developed at private expense and are usage rights are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediaries will obtain only those rights specified in Accusoft’s standard commercial usage agreement. Thus, Docubee referenced herein, and the documentation provided by Accusoft hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations. Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.

21. Entire Agreement

This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement. Only a writing signed by the parties may modify this Agreement. In the event of any modification in writing, of this Agreement, including an expanded Accusoft license agreement for Docubee, all unmodified, non-conflicting sections of this Agreement survive.

22. Contact Us

Should you have any questions concerning this Agreement, or if you need to modify this Agreement, or if you have an Evaluation Limited Use and you need to use Docubee for a different purpose than Purpose such as a commercial purpose, or if you desire to contact Accusoft for any other question or reason, please contact Accusoft at 1-813-875-7575 or at sales@accusoft.com.