elDoc End User License Agreement (EULA)
This Agreement is concluded between DMS Solutions (Hong Kong) Limited (hereafter – DMS Solutions) and the End User (hereafter – the Customer) as of the date (Effective Date) the Customer downloaded and/or accessed the hosted Software-as-a-Service (hereafter - SaaS) and/or deployed on its premises «elDoc» - Intelligent Integrated Automated Platform, enterprise level solution for intelligent document processing and end-to-end document workflow automation (hereafter – the Software).
Software Free Trial special terms and conditions:
This EULA applicable in full except of provisions stated in «Payment Terms» and «Publicity» to all users - any individuals / third parties accessing and / or using SaaS available as Trial (hereafter - the User). The term «User» shall be read as the Customer, and respectively «License term» as «Trial Period» herein.
The user can not access the Software Free Trial if the user is a competitor of DMS Solutions. The user can not access the Software Free Trial for the purpose of monitoring the Software performance, its functionalities; designing a competitive product or service; copying any features, functions; using the information for its own business interests, or for any other benchmarking purposes. Any violation of this term could be subject to litigation and immediate termination of access to SaaS.
During the free trial period the user may access and use SaaS for the evaluation purposes only. Any data, settings, configurations stored by the User will be permanently deleted at the end of the Free Trial Period unless the user purchases a paid subscription to the SaaS. Data export is only possible during the paid subscription period. The user acknowledges that the access to and use of the Free Trial may be suspended without any prior notice. The suspension of Free Trial may incur due to any unanticipated downtime for any reason, including but not limited to: power outages, сloud-infrastructure / internet service provider failure or delay or other interruptions outside of DMS Solutions’ reasonable control, or due to a scheduled service suspension / maintenance.
Free Trial version is provided for the evaluation purposes, the Software functionalities are provided in full with certain usage limits including but not limited to: disk space, document processing volume, content size, etc.
- «Intellectual Property Rights» means patents, rights to inventions, copyright, related rights, rights to code of software, source code of software, drawings, flow charts, specifications, trademarks, trade names and domain names, rights in computer software, design rights, rights in databases, know-how and any other Intellectual property rights or rights of a similar nature (whether registered or not).
- «License Terms» means the specified period during which the Software could be used by the Customer. License Terms are stated in the invoice / e-billing statement / directly in the Software admin console or any other document such as Software License Certificate issued by DMS Solutions in due course.
- «License Key» means an electronic activation key that authorizes the use of the Software. A license key generated by DMS Solutions that allows the Customer to use the Software subject to the terms and conditions of this EULA and the applicable order form.
- «elDoc - Intelligent Integrated Automated Platform» means set of technologies, software components, programmatical algorithms, code, mathematical modelling methods and / or its improvements, enhancements that are combined into a single Software solution.
2. GENERAL TERMS:
- DMS Solutions grants to the Customer limited, non-exclusive, non-transferable license to use Software for business purposes during the license term.
- The Customer agrees that the Software is an exclusive proprietary property of DMS Solutions. No title to or ownership of the Software is transferred to the Customer.
- DMS Solutions reserves the right at any time to make any improvement, substitution or modification in the design, and /or configuration of the Software to improve the performance of the Software.
- The license granted hereunder to the Customer do not entitle the Customer to use the whole or any part of the Software or Intellectual Property Rights therein as reference or inspiration for developing or creating any other similar product based upon them.
DMS Solutions responsibility:
- DMS Solutions will supply the Software to the Customer pursuant to this EULA and the applicable order form.
- In case the Customer subscribed to SaaS, DMS Solutions shall use its best efforts to safeguard technically SaaS environment applying best practice. DMS Solutions shall use commercially reasonable efforts to make SaaS available 24/7 with average 99.5% uptime, except for: (a) planned downtime (of which DMS Solutions shall give an advance e-notice, and (b) any unavailability caused by circumstances beyond DMS Solutions reasonable control, including but not limited to, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving DMS Solutions employees), cloud-infrastructure / internet service provider failure or delay, the Software external hacker attack.
- DMS Solutions and its employees shall not have access of any form to Customer data stored, processed through the Software unless respective permission is granted in writing.
- DMS Solutions warrants that during an applicable subscription terms, DMS Solutions will not materially decrease the overall functionality of the Software and / or set additional Software usage limit.
- DMS Solutions warrants that during an applicable subscription terms, for Customer who has subscribed to SaaS, and upon the request from the Customer DMS Solutions may make available option to export / download the data from the Software. In case the Customer has not requested data export / download during the applicable SaaS subscription terms, DMS Solutions will have no obligations to maintain the Customer SaaS instance with its data and within 15 days after the effective date of SaaS subscription termination or termination of this EULA will thereafter delete or destroy Customer SaaS instance with all its data. Hereupon, DMS Solutions will not have any liability for any harm or damage arising out of or in connection with destroying / deleting Customer SaaS instance.
- The Customer is responsible to comply with terms and conditions of this EULA. The customer is responsible for the accuracy, quality, and legality of the Customer data stored and processed through the Software.
- The Customer shall use its best efforts to set up appropriate access right control framework in the Software leveraging existing Software functionalities stated in the Software Documentation to prevent unauthorized access to the Customer data.
- The Customer shall not use the Software to perform money laundering activities or any other illegal activities that may cause harm to DMS Solutions.
4. INTELLECTUAL PROPERTY:
- The Customer acknowledges and agrees that title to all portions of the Software and all Intellectual Property Rights of the Software are and remain owned by DMS Solutions.
- All outputs created and / or processed through the Software are and remain owned by the Customer.
- DMS Solutions will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that any part of the Software infringes or misappropriates such third party’s intellectual property rights.
- The Customer will defend DMS Solutions against any claim, demand, suit or proceeding made or brought against DMS Solutions by a third party alleging that any of the Customer data infringes or misappropriates such third party’s intellectual property rights arising from the use of the Software.
- The Customer shall not be entitled to copy, translate, reverse engineer, reverse assemble, modify, adapt, create derivative works, decompile, merge, separate, disassemble, determine the source code of or otherwise reduce to binary code or any other human-perceivable form, the whole or any part of the Software.
- The Customer shall not be entitled to sublease, lease, assign, sell, sub-license, rent, export, re-export, encumber, permit concurrent use of or otherwise transfer or grant other rights in the whole or any part of the Software.
- The Customer shall not be entitled to use or permit use of the whole or any part of the Software to provide a computer services business, business process outsourcing facility or any similar arrangement to any other third parties / individuals with an aim to generate profit directly from the usage of the Software. In case such permission is required, the Customer shall seek for written DMS Solutions authorization.
- The Customer shall not be entitled to remove, alter, cover, or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the Software or the Documentation.
- The Customer shall not be entitled to redistribute whole or any part of the at no charge to any third parties / individuals.
- The Customer shall not be entitled to use the Software as a reference to design or build a competitive product or service; copy any features, functions or Look and Feel; or to monitor performance or functionality with an aim to receive advantages to build / design competitive product or service and / or to use the information for its own business interests.
- The Customer is prohibited from, and shall prevent its employees, agents, contractors and subcontractors from, copying the Software, documentation or other components of Software or from disclosing, providing or copying or otherwise making known to any person or entity any information concerning the Software without written authorization from DMS Solutions.
- UNDER NO CIRCUMSTANCES SHALL DMS SOLUTIONS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO, USE OF, OR INABAILITY TO USE THE SOFTWARE, EVEN IF DMS SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. UNDER NO CIRCUMSTANCES SHALL DMS SOLUTIONS BE LIABLE TO THE CUSTOMER FOR ANY AMOUNT.
- THE SOFTWARE IS PROVIDED TO THE CUSTOMER “AS IS” AND WITHOUT WARRANTY OR INDEMNITY (EXPRESS, IMPLIED OR STATUTORY) OF ANY KIND. DMS SOLUTIONS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ALL NEEDS THE CUSTOMER MAY HAVE AND / OR THAT SOFTWARE OPERATE ERROR-FREE AND / OR IN AN UNINTERRUPTED MODE AND / OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED IN CONJUNCTION WITH ANY OTHER SOFTWARE OR HARDWARE. DMS SOLUTIONS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULT THE CUSTOMER MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE LIES WITH THE CUSTOMER. THE SOFTWARE MAY CONTAIN BUGS, ERRORS, INACCURACIES AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND / OR DATA LOSS. TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAWS, NO WARRANTY SHALL APPLY TO THE SOFTWARE, AND FOR CLARITY CUSTOMER ACKNOWLEDGES THAT DMS SOLUTIONS DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO THE CUSTOMER OF ANY KIND INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
- DMS Solutions delivers to the Customer «AS IS» Software that will substantially conform to the applicable Documentation during the License Term, to the extent that the Software is used by the Customer in accordance with the Documentation.
- The Customer is entitled to receive during the License Terms the standard Software support that is regulated by elDoc Support Policy which is located at the following web-address: https://documentation.eldoc.online/latest/en/support-policy
- For the Customer who previously purchased the Software on perpetual basis, the subscription to the annual Standard Software Support is optional and if subscribed is subject to annual fee. Software support renewal commences from the expiration of the Customer active support period, regardless of when the support renewal is purchased. In case the Customer doesn't subscribe to the Software support renewal during 12 months from the expiration of the Customer active support period, the Customer loses its right to the subsequent subscription to the standard Software support.
- The Customer authorizes DMS Solutions to publicly identify the Customer as a customer and include the Customer's name and logo on the DMS Solutions' website (if required).
9. PAYMENT TERMS:
- The Customer agrees to pay the fees specified in the license order / quotation / invoice / e-billing statement. All fees are invoiced annually if other is not defined in the applicable order form and due within 30 calendar days from the invoice date unless otherwise specified in the license order / quotation / invoice / e-billing statement / subscription package / applicable order form. All invoices / e-billing statement will only be delivered electronically to the Customer. The Customer is responsible for providing complete and accurate billing and contact information to DMS Solutions and notifying DMS Solutions of any changes to such information.
- If the Customer chooses credit card payment method, the Customer authorizes DMS Solutions to charge the respective credit card as per pricing stated in the subscription package / applicable order form. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the subscription package / applicable order form.
- If Customer fails to pay full amount or any amount due as per the payment terms stated in the license order / quotation / invoice / e-billing statement / subscription package / applicable order form, DMS Solutions at its sole discretion may suspend or terminate or not to issue new license key / terminate access to SaaS. Hereupon, DMS Solutions will not have any liability for any harm or damage arising out of or in connection with the Software termination.
- The Software fees do not include any taxes, levies, duties or similar governmental assessments of any nature. The Customer is responsible for paying all taxes associated with the Software purchase hereunder.
- The Customer payment obligations are non-cancelable and fees paid are non-refundable.
- In case the Customer subscribed to SaaS, the SaaS Service is subject to usage limits as per terms & conditions stated in subscription package / appropriate order form. If required, the Customer may extend the limit at any point of time by upgrading the subscription package to the next level which is subject to additional subscription fee.
10. TERMS AND TERMINATION:
- This EULA commences on the Effective Date and valid until the expiration of the applicable License Term / subscription period. Provisions of this EULA such as «General Terms», «Intellectual Property», «Restrictions», «Liability», «Publicity» are valid with no time limit.
- In case the Customer has subscribed for the next (subsequent) period of Software License terms by settling the respective fee as per terms and conditions of this EULA, the terms of this EULA will be automatically renewed for next (subsequent) period.
- The Customer may terminate this EULA by destroying all copies of the Software. Such termination does not relieve the Customer of its obligation to pay the fee for the provided Software or does not entitle the Customer to request a refund after the delivery of the License Key / or after extending the subscription period to SaaS.
- Without prejudice to any other rights, DMS Solutions may terminate this EULA with the Customer if the Customer fails to comply with the terms and conditions of this EULA. In such an event, the Customer must destroy all copies of the Software, all its component parts and remove the software from the Customer’s computers. If the EULA is terminated by DMS Solutions, DMS Solutions will refund the fee for the remaining unused period.
- Either Customer or DMS Solutions may terminate this EULA upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by.
11. GOVERNING LAW AND JURISDICTION:
- This EULA with all additions to it will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any claim, dispute or controversy arising between the parties out of or in relation to this EULA, or breach thereof, which cannot be satisfactorily settled by the parties, shall be subject to the jurisdiction of the courts of Hong Kong.
- DMS Solutions may make Beta functionalities available in the Software at no additional cost. The Customer may choose to try Beta functionalities at its sole discretion. Beta functionalities are incorporated into the Software for the evaluation and testing purposes and not for the production use and could be subject to additional terms and conditions. DMS Solutions will not have any liability for any harm or damage arising out of or in connection with a Beta functionalities.
- This EULA could be reviewed by DMS Solutions periodically with a purpose to include additional provisions which will be applicable to some countries or introduce changes / amendments to the existing provisions of this EULA. All changes to EULA are introduced by means of updating the EULA directly through this web-page. The Customer is advised to consult this EULA regularly for any changes.
- The Customer and DMS Solutions are independent contractors. This EULA does not create a partnership, franchise, joint venture, agency, or employment relationship between the Customer and DMS Solutions.
- This EULA is the entire agreement between the Customer and DMS Solutions on Software usage and supersedes all prior discussions, agreements, proposals or representations.
Last revision date: 05.02.2021