elDoc End User License Agreement (EULA)

This End User License Agreement (hereafter "EULA") is entered into by and between elDoc Limited ("elDoc") and the End User ("the Customer") as of the date ("Effective Date") on which the Customer downloads, accesses, or deploys the elDoc - Intelligent Integrated Automated Platform - an enterprise-level solution for e-signature, document workflow automation, intelligent document processing and file management (referred to herein as the "Software"), either as a hosted Software-as-a-Service ("SaaS") or on the Customer's premises.

Software Free Trial Special Terms and Conditions

This EULA applies in full, except for the provisions specified under "Payment Terms" and "Publicity," to all individuals and third parties accessing and/or using the Software-as-a-Service (SaaS) provided as a free trial (hereafter referred to as the "User"). Within this context, the term "User" shall be synonymous with "Customer," and "License Term" shall be interpreted as "Trial Period."

Users who are competitors of elDoc are prohibited from accessing the Software Free Trial. Access to the Software Free Trial is not permitted for purposes such as monitoring the Software’s performance or functionalities, designing a competitive product or service, copying features or functions, using the information for their own business interests, or any other benchmarking activities. Violation of these terms may result in legal action and immediate termination of access to the SaaS.

During the Free Trial Period, Users may access and use the SaaS solely for evaluation purposes. Any data, settings, or 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 available during the paid subscription period. The User acknowledges that access to and use of the Free Trial may be suspended without prior notice. Such suspension may occur due to unanticipated downtime for reasons including, but not limited to, power outages, cloud infrastructure or internet service provider failures or delays, other interruptions beyond elDoc’s reasonable control, or scheduled service suspensions or maintenance.

The Free Trial version is provided solely for evaluation purposes, with the Software's functionalities offered in full but subject to certain usage limits, including but not limited to disk space, document processing volume, and content size.

1.TERMINOLOGY:

"Intellectual Property Rights" refers to all forms of intellectual property, including but not limited to patents, rights to inventions, copyrights, related rights, rights to software code, software source code, drawings, flow charts, specifications, trademarks, trade names, 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 unregistered.
"License Terms" refers to the specific period during which the Customer is authorized to use the Software. The License Terms are detailed in the invoice, e-billing statement, directly within the Software admin console, or any other document, such as a Software License Certificate issued by elDoc in due course.
"License Key" refers to an electronic activation key provided by elDoc, which grants the Customer the right to use the Software in accordance with the terms and conditions outlined in this EULA and any applicable order form.
"elDoc Software" refers to a collection of technologies, software components, programmatic algorithms, code, mathematical modelling methods, and any of their improvements or enhancements, which are integrated into a single Software solution.

2. GENERAL TERMS:

elDoc grants the Customer a limited, non-exclusive, and non-transferable license to use the Software solely for business purposes during the specified license term.
The Customer acknowledges that the Software is the exclusive proprietary property of elDoc. This Agreement does not transfer any title or ownership rights of the Software to the Customer.
elDoc reserves the right to make improvements, substitutions, or modifications to the design and/or configuration of the Software at any time to enhance its performance.
The license granted to the Customer under this Agreement does not permit the Customer to use any part of the Software or the Intellectual Property Rights associated with it as a reference or inspiration for developing or creating any similar product.

3. RESPONSIBILITY:

elDoc’s Responsibility:

elDoc will provide the Software to the Customer in accordance with this EULA and the applicable order form.
If the Customer subscribes to the SaaS offering, elDoc will use its best efforts to protect the SaaS environment by implementing industry best practices. elDoc will use commercially reasonable efforts to ensure that the SaaS is available 24/7 with an average uptime of 99.5%, except in the following cases: (a) planned downtime, for which elDoc will provide advance electronic notice; and (b) any unavailability caused by circumstances beyond elDoc's reasonable control, such as acts of God, government actions, floods, fires, earthquakes, civil unrest, terrorism, strikes or other labor issues (excluding those involving elDoc employees), failures or delays of cloud infrastructure or internet service providers, or external hacker attacks.
elDoc and its employees will not access Customer data stored or processed through the Software unless explicit written permission is granted by the Customer.
elDoc warrants that during the applicable subscription term, it will not materially reduce the overall functionality of the Software or impose additional usage limits on the Software.
During the paid subscription period, elDoc shall ensure that all electronic records remain accessible and usable for subsequent reference, access, or download. elDoc will retain all relevant electronic records in the format in which they were originally generated, sent, or received, or in a format that accurately represents the original information. This ensures that the integrity and usability of the records are maintained, allowing the Customer to reliably access and use the information as needed.
For Customers subscribed to the SaaS, elDoc warrants that, upon request, it will provide options to export or download data from the Software during the applicable subscription term. If the Customer does not request data export or download during the subscription term, elDoc is not obligated to maintain the Customer's SaaS instance and will delete or destroy the SaaS instance and all associated data within 30 days following the effective date of subscription termination or termination of this EULA. After this period, elDoc will not be liable for any harm or damage resulting from the deletion or destruction of the Customer’s SaaS instance.

Customer’s Responsibility:

The Customer is responsible for complying with the terms and conditions of this EULA. The Customer is also responsible for the accuracy, quality, and legality of the data stored and processed through the Software.
The Customer must use reasonable efforts to establish and maintain an appropriate access control framework within the Software, using the available functionalities as described in the Software Documentation, to prevent unauthorized access to Customer data.
The Customer must not use the Software to engage in money laundering or any other illegal activities that could cause harm to elDoc.
The Customer represents and warrants that any transactions intended to be effected through the use of the Software and any associated documents are lawful and compliant with all applicable local, national, and international laws and regulations. The Customer further ensures that these documents do not infringe upon any third-party rights, including but not limited to intellectual property rights, such as copyrights, trademarks, and patents. The Customer also guarantees that the content of any document does not contain information that is criminal in nature, promotes illegal activities, or is related to terrorism, including the dissemination of materials that incite violence, endorse terrorist acts, or promote extremist ideologies.
The Customer agrees not to resell, sublicense, or otherwise distribute the use of the Software in any form.
The Customer is solely responsible for ensuring that their use of the Software for any transaction, including but not limited to electronic signatures, complies with all applicable laws and regulations. This includes adhering to laws specific to electronic signatures, digital transactions, data protection, privacy, consumer protection, and any other legal requirements relevant to the jurisdiction in which the Customer operates.

The Customer is solely responsible for ensuring that all contracts, documents, and other records required by applicable law are made available to third parties, including those who are parties to its documents. This responsibility includes compliance with electronic signature laws and any other laws that may mandate the retention or accessibility of records related to a transaction for a specified period of time. The Customer must ensure that these records are properly stored, maintained, and accessible in accordance with relevant legal and regulatory standards. The Customer acknowledges that elDoc is not responsible for the retention, availability, or compliance of such records, particularly if the Customer ceases using elDoc’s services under this EULA. It is the Customer’s obligation to take all necessary steps to meet their legal requirements regarding record-keeping and document accessibility, even after their usage of the Software has been suspended or terminated.
The Customer agrees to refrain from using or permitting the use of the Software to send unsolicited bulk emails to recipients outside its organization. The phrase "unsolicited bulk emails" encompasses all legal and widely recognized definitions, including Commercial Electronic Marketing Messages as specified by the U.S. CAN-SPAM Act.
The Customer acknowledges elDoc's right to suspend access to the Software provided as SaaS at any time and without prior notice, or to remove or disable any content, if elDoc becomes aware of any violations of the terms and conditions of this EULA. Such actions may be taken if it is reported and confirmed that the Customer has breached this Agreement, including, but not limited to, transmitting or initiating messages or records that are defamatory, harassing, libelous, threatening, or obscene; infringing upon the intellectual property rights or the privacy or publicity rights of any individual or entity; or engaging in conduct that is unlawful or could lead to civil or criminal liability. elDoc will make commercially reasonable efforts to notify the Customer of any such suspension or disablement, either before taking action or promptly thereafter.
The Customer acknowledges that the Software provided as SaaS is governed by U.S. export control laws and regulations. The Customer represents that it is not a citizen of any country subject to a U.S. embargo and is not identified as a prohibited end user under relevant U.S. export and anti-terrorism laws, regulations, or lists. The Customer agrees not to export, re-export, transfer, or make available any regulated item or information, either directly or indirectly, to any party outside the United States in connection with this Agreement, without first ensuring full compliance with all applicable export control laws and regulations of the United States and any other relevant jurisdictions.

4. INTELLECTUAL PROPERTY:

The Customer acknowledges and agrees that all rights, title, and interest in and to the Software, including all Intellectual Property Rights, are and will remain the exclusive property of elDoc.
All outputs created and/or processed through the Software are and will remain the property of the Customer.
elDoc agrees to defend the Customer against any claim, demand, suit, or proceeding initiated by a third party alleging that any part of the Software infringes or misappropriates the intellectual property rights of that third party.
The Customer agrees to defend elDoc against any claim, demand, suit, or proceeding initiated by a third party alleging that the Customer's data, when used with the Software, infringes or misappropriates that third party’s intellectual property rights.

5. RESTRICTIONS:

The Customer is not permitted to copy, translate, reverse engineer, reverse assemble, modify, adapt, create derivative works, decompile, merge, separate, disassemble, determine the source code of, or otherwise transform the whole or any part of the Software into binary code or any other human-readable form.
The Customer may not sublease, lease, assign, sell, sub-license, rent, export, re-export, encumber, allow concurrent use, or otherwise transfer or grant any rights in the whole or any part of the Software, unless explicitly agreed to in writing by elDoc.
The Customer is prohibited from using or allowing the use of the whole or any part of the Software to operate a computer services business, business process outsourcing facility, or any similar arrangement for third parties or individuals, with the intent to generate profit directly from the use of the Software. Should such use be desired, the Customer must obtain written authorization from elDoc.
The Customer is not allowed to remove, alter, cover, or obscure any copyright notices or other proprietary rights notices placed on or embedded within the Software or its Documentation.
The Customer may not redistribute, in whole or in part, the Software free of charge to any third parties or individuals.
The Customer is prohibited from using the Software as a reference for designing or building a competitive product or service, copying any features, functions, or the overall look and feel of the Software, or monitoring its performance or functionality to gain advantages in developing a competing product or service, or for other business interests.
The Customer must ensure that its employees, agents, contractors, and subcontractors do not copy the Software, its documentation, or other components, nor disclose, provide, copy, or otherwise reveal any information concerning the Software to any person or entity without prior written authorization from elDoc.

6. LIABILITY:

UNDER NO CIRCUMSTANCES SHALL ELDOC BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE CUSTOMER OR ANY THIRD PARTY. THIS APPLIES TO ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, USE OF, OR INABILITY TO USE THE SOFTWARE, EVEN IF ELDOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. UNDER NO CIRCUMSTANCES SHALL ELDOC BE LIABLE TO THE CUSTOMER FOR ANY MONETARY AMOUNT.
THE SOFTWARE IS PROVIDED TO THE CUSTOMER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR INDEMNITIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ELDOC DOES NOT WARRANT THAT THE SOFTWARE’S FUNCTIONS WILL MEET THE CUSTOMER’S REQUIREMENTS, OPERATE ERROR-FREE, OR RUN UNINTERRUPTED. ELDOC ALSO DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED WITH ANY OTHER SOFTWARE OR HARDWARE. ELDOC MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR RESULTS THAT THE CUSTOMER MAY OBTAIN FROM USING THE SOFTWARE. THE CUSTOMER ASSUMES ALL RISKS AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
THE SOFTWARE MAY CONTAIN BUGS, ERRORS, INACCURACIES, OR OTHER PROBLEMS THAT COULD RESULT IN SYSTEM FAILURES OR DATA LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO WARRANTY SHALL APPLY TO THE SOFTWARE, AND THE CUSTOMER ACKNOWLEDGES THAT ELDOC DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY OBLIGATIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

7. SUPPORT:

elDoc provides the Software to the Customer on an "AS IS" basis, which will substantially conform to the applicable Documentation during the License Term, provided that the Software is used by the Customer in accordance with the Documentation.
During the License Term, the Customer is entitled to receive standard Software support, as outlined in elDoc's Support Policy, which can be found at the following web address: https://docs.eldoc.online/latest/en/support-policy.
For Customers who previously purchased the Software on a perpetual basis, subscribing to annual Standard Software Support is optional and requires payment of an annual fee. The renewal of Software support begins from the end of the Customer's current support period, regardless of when the renewal is purchased. If the Customer does not subscribe to Software support renewal within 12 months of the expiration of their active support period, they forfeit the right to subscribe to standard Software support in the future.

8. PUBLICITY:

The Customer grants elDoc permission to publicly identify the Customer as a client and to use the Customer's name and logo on elDoc's website, if required.

9. PAYMENT TERMS:

The Customer agrees to pay the fees specified in the license order, quotation, invoice, e-billing statement, or subscription package. Unless otherwise defined in the applicable order form, all fees are invoiced annually and are due within 30 calendar days from the invoice date. All invoices and e-billing statements will be delivered electronically to the Customer. The Customer is responsible for providing complete and accurate billing and contact information to elDoc and must notify elDoc of any changes to this information.
If the Customer selects a credit card as the payment method, the Customer authorizes elDoc to charge the credit card for the amounts specified in the subscription package or applicable order form. These charges will be made in advance, either annually or according to a different billing frequency as specified in the subscription package or order form.
If the Customer fails to pay the full amount due according to the payment terms outlined in the license order, quotation, invoice, e-billing statement, subscription package, or applicable order form, elDoc reserves the right, at its sole discretion, to suspend or terminate access to the Software, to stop issuing new license keys, or to terminate access to SaaS. elDoc will not be liable for any harm or damage resulting from such suspension or termination of access to the Software.
Software fees do not include any taxes, levies, duties, or similar governmental assessments. The Customer is responsible for paying all taxes associated with the purchase of the Software.
The Customer's payment obligations are non-cancelable, and any fees paid are non-refundable.
For Customers subscribed to SaaS, the service is subject to usage limits as specified in the subscription package or applicable order form. If needed, the Customer may extend these limits by upgrading to a higher subscription package, which will be subject to additional subscription fees.

10. TERMS AND TERMINATION:

This EULA takes effect on the Effective Date and remains valid until the expiration of the applicable License Term or subscription period. Certain provisions of this EULA, including but not limited to "General Terms," "Intellectual Property," "Restrictions," "Liability," and "Publicity," will continue to be valid indefinitely.
If the Customer renews the Software License by paying the applicable fees in accordance with this EULA, the terms of this EULA will automatically renew for the subsequent period.
The Customer may terminate this EULA by destroying all copies of the Software. Termination by the Customer does not relieve the obligation to pay any fees due for the Software and does not entitle the Customer to a refund after the License Key has been delivered or the SaaS subscription period has been extended.
Without prejudice to other rights, elDoc may terminate this EULA if the Customer fails to comply with its terms and conditions. In such cases, the Customer must destroy all copies of the Software, all its components, and remove the Software from the Customer’s computers. If elDoc terminates this EULA, elDoc will refund the fee for any remaining unused period.
Either the Customer or elDoc may terminate this EULA by providing written notice to the other party if the other party is declared bankrupt or insolvent, or if a petition for bankruptcy or winding up is filed.

11. GOVERNING LAW AND JURISDICTION:

This EULA, including all its additions and amendments, will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any claims, disputes, or controversies arising between the parties out of or relating to this EULA, or its breach, that cannot be amicably resolved, will be subject to the jurisdiction of the courts of Hong Kong.

12. MISCELLANEOUS:

elDoc may offer Beta functionalities within the Software at no extra charge. The Customer may opt to try these Beta functionalities at their discretion. Beta functionalities are provided solely for evaluation and testing purposes, not for production use, and may be subject to additional terms and conditions. elDoc will not be liable for any harm or damage resulting from the use of Beta functionalities.
elDoc reserves the right to periodically review and update this EULA to include additional provisions applicable to specific countries or to amend existing provisions. All changes to this EULA will be implemented by updating the EULA on this webpage. The Customer is encouraged to review this EULA regularly for any updates.
The Customer and elDoc are independent contractors, and this EULA does not establish a partnership, franchise, joint venture, agency, or employment relationship between the parties.
This EULA constitutes the entire agreement between the Customer and elDoc regarding the use of the Software and supersedes all prior discussions, agreements, proposals, or representations related to the Software.