Terms and Conditions

Subscription Agreement

This Subscription Agreement governs the acquisition and use of our services. If you register for a Free Trial, this Agreement also applies to that trial. By accepting this Agreement, either through clicking an acceptance box or executing an Order Form that includes these terms, you agree to abide by them. If entering into this Agreement on behalf of a company or entity, you affirm that you have the authority to bind the entity and its affiliates to these terms. If you lack such authority or disagree with these terms, refrain from accepting the Agreement and using the services.

This Agreement was last updated on 2nd February 2024, and becomes effective between us on the date you accept it.

Definitions

– Affiliate: Any entity directly or indirectly connected or controlled by the subject entity. “Control” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

– Agreement: This Subscription Agreement.

– Content: Documents and templates available through the ExactDocs website.

– Data: Information submitted to the Services by you or collected and processed by the Services, including Populated Content and Personal Information.

– Documentation: Online user guides, documentation, and help materials available on the ExactDocs website.

– Free Trial: A 30-day trial of ExactDocs available through the website, allowing you to test its capabilities. Prompt retrieval of your Content and Data is required at the Free Trial’s end if you choose not to subscribe.

– GST: Goods and Services Tax.

– GST Act: A New Tax System (Goods & Services Tax) Act 1999 (Cth).

– Malicious Code: Harmful code intended to cause damage, such as viruses, worms, and Trojan horses.

– Library: An online directory of applications or documents that interoperate with the Services, e.g., ExactDocs Library.

– Non-ExactDocs Applications: Web-based or offline software provided by you or a third party to interoperate with a Service.

– Online Subscriber: A Subscriber who subscribes to ExactDocs Services through online payment.

– Order Form: A document specifying the Services, fees, and payment terms.

– Personal Information: Information identifying individuals within privacy laws.

– Populated Content: Content added to documents and templates, including Data.

– Privacy and Data Protection Legislation: Laws and regulations related to processing personal data and privacy.

– Purchased Services: Services bought under an Order Form, distinct from Free Trial services.

– Services: Products and services ordered online, including associated offline components.

– Take Down Notice: An infringement or take-down request related to Content, Populated Content, or Data.

– User: Individual who is nominated and authorized by you to use a Service and who has been registered as an authorized user with a unique user identification and password, whether by your administration or by us.

– We, Us or Our: Whether capitalized or not, means the ExactDocs company.

– You or Your: Whether capitalized or not, means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity.

Free Trial

When registering for a Free Trial, we offer Services free of charge for 30 days. You must retrieve your Content and Data promptly if not opting to become a Subscriber after the Free Trial ends. During the Free Trial, Services are provided “as is” without warranty.

Our Responsibilities

Provision of Purchased Services

We commit to making Services and Content available based on this Agreement and applicable Order Forms. Online Purchased Services aim to be available 24/7, with exceptions for planned downtime and circumstances beyond our control.

Protection of Your Data

We will implement safeguards to protect the security, confidentiality, and integrity of your Data. We comply with Privacy and Data Protection Legislation.

Collection of Data and Personal Information

You warrant that you lawfully collected Data and Personal Information and have the necessary authority for us to access and use them to provide Services.

Our Personnel

We are responsible for our personnel’s performance and compliance with this Agreement.

Use of Services and Content

Subscriptions

Unless otherwise specified in the relevant Order Form:

– Services are acquired through subscriptions.

– Content can be obtained from the ExactDocs Library.

– Subscriptions can be added during a subscription term at the same pricing as the underlying subscription and for the same duration.

– Any added subscriptions will terminate on the same date as the underlying subscriptions.

User Limits

Services and Content are subject to user limits as outlined in the Order Forms. Unless specified otherwise:

– The number or quantity in an Order Form pertains to Users, and the Service or Content should not be accessed by more than that designated number of Users.

– User passwords are not to be shared.

– User identifications may be reassigned to new individuals, replacing those no longer requiring access. If a contractual user limit is exceeded, efforts will be made to align usage with the limit. Failure to comply may result in the execution of a new Order Form for additional quantities, with prompt payment required.

Your Responsibilities

You agree to:

– Ensure Users’ compliance with this Agreement.

– Be accountable for the accuracy, quality, and legality of your Data and its acquisition.

– Guarantee that your Data does not infringe upon any third party’s copyright rights.

– Make reasonable efforts to prevent unauthorized access to or use of Services and Content and promptly notify us of any such instances.

– Use Services and Content in accordance with the Documentation and relevant laws and regulations.

– Comply with the terms of service of Non-ExactDocs Applications used in conjunction with Services or Content.

User Restrictions

You must not:

– Make Services or Content available to or benefit anyone other than you or Users.

– Sell, resell, license, sublicense, distribute, rent, or lease Services or Content.

– Use Services for storing or transmitting infringing, libelous, or otherwise unlawful material.

– Interfere with the integrity or performance of Services or third-party data.

– Attempt unauthorized access to Services or Content.

– Permit access to Services or Content in a way that circumvents contractual usage limits.

– Copy Services or Content, except as permitted.

– Frame or mirror any part of Services or Content.

– Access Services or Content to build a competitive product or service.

– Reverse-engineer any Service.

Notice and Take-down

You are responsible for any Take-down Notices received for Content. Prompt notification to ExactDocs of any such notices is required. ExactDocs may remove allegedly infringing Content based on received notices.

Removal of Content and Non-ExactDocs Applications

If required by a licensor or if Content violates applicable law or third-party rights, ExactDocs may notify you to promptly remove the Content. Similarly, if a Non-ExactDocs Application violates any applicable law or rights, you are required to disable or modify it. Failure to comply may result in the disabling of the relevant Content, Service, and/or Non-ExactDocs Application until the violation is resolved.

Non-ExactDocs Providers

Acquiring External Products and Services

We or third parties may introduce third-party products or services, including applications not developed by ExactDocs, along with associated implementation and consulting services. Your acquisition of these products or services, as well as the integration of your Data, constitutes a contractual agreement solely between you and the third-party provider. ExactDocs does not provide warranties or support for third-party applications or products/services, unless explicitly specified in an Order Form.

Third-Party Applications and Data Access

By installing or enabling a third-party application not developed by ExactDocs for use with our Service, you authorize us to permit the provider of that application to access your Data as required for seamless integration with the Service. We bear no responsibility for any disclosure, modification, or deletion of your Data resulting from access by a third-party application or its provider.

Integration with Non-ExactDocs Applications

The Services may include features designed to work seamlessly with third-party applications not developed by ExactDocs. To utilize these features, you may need access to such applications and may be required to grant us access to your account(s) on those applications. If a third-party application provider stops offering the application for interoperability with the relevant Service features on reasonable terms, we may cease providing those Service features without providing any refund, credit, or compensation.

Fees and Payment for Purchased Services

Fees

You are required to pay all fees specified in the Order Forms. Unless otherwise stated:

– Fees are determined based on purchased Services and Content, regardless of actual usage.

– Payment obligations are non-cancellable, and fees paid are non-refundable.

– Quantities purchased cannot be decreased during the subscription term.

– Fees are quoted exclusive of GST.

Invoicing and Payment

You must provide valid payment information, and by doing so, authorize us to charge the designated payment method for all Purchased Services. Charges are billed in advance as specified in the Order Form. If payment is by a method other than credit card, we will invoice you in advance. Invoiced charges are due within 7 days.

Overdue Charges

If an invoiced amount is not received by the due date, we may impose late interest charges and adjust future subscription renewals and Order Forms based on payment terms.

Suspension of Service and Acceleration

If any amount is 30 days overdue, we may accelerate unpaid fee obligations, making them immediately due, and suspend services with 10 days’ notice.

Payment Disputes

We will refrain from enforcing overdue charges or service suspension if you are actively disputing charges in good faith.

Taxes

Our fees exclude Taxes, and you are responsible for paying all applicable Taxes. If legally obliged to pay or collect Taxes, we will invoice you.

Goods and Sales Tax

Fees outlined in the Order Form do not include taxes. If GST becomes payable, the party providing consideration for the Supply must pay an Additional Amount. The parties will handle Adjustment Events as necessary.

Future Functionality

Your purchases are not contingent on the delivery of future functionality or features mentioned in public comments by us.

Proprietary Rights and Licenses

Reservation of Rights

Aside from the limited rights expressly granted in this Agreement, both we and our licensors retain complete ownership, title, and interest in the Services and Content, including associated intellectual property rights. This Agreement does not confer any rights beyond those explicitly outlined herein.

License by Us to Use Content

We grant you a global, temporary license under our relevant intellectual property rights to use Content obtained through Order Forms, subject to conditions specified in those Order Forms, this Agreement, and the Documentation.

License by You to Host Your Data and Applications

You provide us and our Affiliates with a worldwide, temporary license to host, replicate, transmit, and display your Data, along with any Non-ExactDocs Applications and program code developed by or for you for Service utilization. This license is essential for delivering the Services as per this Agreement. However, beyond the expressly granted limited licenses, we do not acquire any rights from you or your licensors under this Agreement regarding your Data or any Non-ExactDocs Application or program code.

License by You to Use Feedback

You grant us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to leverage and integrate into the Services any feedback offered by you or Users concerning the functioning of the Services.

Confidentiality

Definition of Confidential Information

Confidential Information includes all information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether communicated verbally or in writing. This encompasses data marked as confidential and information reasonably understood to be confidential based on its nature and circumstances of disclosure. Your Confidential Information includes your Data, while Our Confidential Information includes details about the Services and Content. Each party’s Confidential Information includes terms and conditions of this Agreement, Order Forms (including pricing), business and marketing plans, technology, technical information, product plans and designs, and business processes. However, Confidential Information excludes data that becomes public without violating obligations, was known to the Receiving Party before disclosure, is received from a third party without breaching obligations, or is independently developed by the Receiving Party.

Protection of Confidential Information

The Receiving Party will use the same care as for its own similar confidential information (but not less than reasonable care):

– Not to use Disclosing Party’s Confidential Information beyond this Agreement’s scope.

– To restrict access to the Disclosing Party’s Confidential Information to authorized personnel and contractors who signed confidentiality agreements. Neither party will disclose Agreement terms or Order Forms to third parties without written consent, except to Affiliates, legal counsel, and accountants, with the disclosing party ensuring compliance.

Compelled Disclosure

The Receiving Party may disclose Confidential Information to comply with the law, provided prior notice is given and assistance offered at the Disclosing Party’s cost for contesting the disclosure. If compelled to disclose Confidential Information in a civil proceeding where the Disclosing Party is involved, and the Disclosing Party isn’t contesting, the Disclosing Party reimburses the Receiving Party’s reasonable costs.

Representations, Warranties, Exclusive Remedies, and Disclaimers

Representations

Each party confirms it has the legal authority to enter into this Agreement.

Our Warranties

We warrant that:

– This Agreement, Order Forms, and Documentation accurately outline the safeguards for the security, confidentiality, and integrity of Your Data.

– Throughout the subscription term, we won’t significantly reduce overall security or functionality of the Purchased Services.

– The Purchased Services will substantially perform as per Documentation.

– Unless specified in Section 6.3 (Integration with Non-ExactDocs Applications), functionality won’t be substantially reduced during a subscription term.

– The Purchased Services and Content won’t introduce Malicious Code.

For any breach of the above warranty, your exclusive remedies are outlined in Sections 13.3 (Termination) and 13.4 (Refund or Payment upon Termination).

Disclaimers

Except as explicitly provided, neither party provides any warranty, whether express, implied, statutory, or otherwise. Each party expressly disclaims all implied warranties to the fullest extent permitted by law. Content is supplied “as is,” without any warranty. Each party disclaims liability and indemnification responsibilities for harm or damages caused by third-party hosting providers.

Mutual Indemnification

Indemnification by Us

We commit to defending you against any third-party claim alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates their intellectual property rights (“Claim Against You”). We will indemnify you for damages, legal fees, and costs awarded against you or paid by you under a court-approved settlement, provided that you:

– Promptly notify us of the Claim Against You.

– Grant us sole control over the defense and settlement (except when settling releases you from all liability).

– Provide reasonable assistance at our expense.

If a Service faces an infringement claim, we may, at our discretion and at no cost to you:

– Modify the Service to eliminate infringement without breaching our warranties.

– Secure a license for your continued use.

– Terminate your subscriptions with a 30 days’ notice, refunding prepaid fees.

These obligations don’t apply if the Claim Against You arises from Content, a Non-ExactDocs Application, or your breach of this Agreement.

Indemnification by You

You agree to defend us against any third-party claim alleging that your Data or your use of any Service or Content in breach of this Agreement infringes or misappropriates intellectual property rights or violates applicable law (“Claim Against Us”). You will indemnify us for damages, legal fees, and costs awarded against us or paid by us under a court-approved settlement, provided that we:

– Promptly receive written notice of the Claim Against Us.

– Grant you sole control over the defense and settlement (except when settling releases us from all liability).

– Provide reasonable assistance at your expense.

Exclusive Remedy

This section outlines the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim described in this section.

Limitation of Liability

Limitation of Liability

Each party’s liability for any single incident arising from or related to this Agreement is limited to the amount paid by You hereunder in the 12 months preceding the incident. However, in no event shall the total liability of either party exceed the total amount paid by You hereunder. These limitations apply regardless of whether an action is in contract or tort. Note that these limitations do not exempt you from payment obligations under Section 7 (Fees and Payment for Purchased Services).

Exclusion of Consequential and Related Damages

Under no circumstances will either party be liable to the other for lost profits, revenues, or indirect, special, incidental, consequential, cover, or punitive damages. This applies whether the action is in contract or tort, even if a party has been advised of the possibility of such damages. However, this disclaimer does not apply to the extent prohibited by law.

Term and Termination

Term of Agreement

This Agreement begins upon your initial acceptance and remains in effect until all subscriptions expire or are terminated.

Term of Purchased Subscriptions

Each subscription’s duration is outlined in the relevant Order Form. Subscriptions automatically renew for periods equal to the expiring term or one year (whichever is shorter), unless either party provides 30 days’ notice of non-renewal. Pricing for any renewal term will be the same as the prior term, unless written notice of a pricing increase is given at least 60 days before the prior term’s end. Any increase will not exceed 10% unless the prior term’s pricing was promotional or one-time.

Termination

Either party may terminate this Agreement for cause:

– After providing 30 days’ written notice of a material breach if the breach remains uncured.

– If the other party is subject to insolvency proceedings not dismissed within 30 days of filing.

Refund or Payment upon Termination

If you terminate under Section 13.3, we will refund prepaid fees for the remainder of Order Forms. If we terminate under Section 13.3, you must pay unpaid fees for the remaining term. Termination doesn’t exempt you from paying fees before the effective date.

Your Data Portability and Deletion

Upon your written request within 30 days after termination, we will make your Data available for export or download. After 30 days, we may delete or destroy your Data, unless legally prohibited.

Surviving Provisions

Sections titled “Fees and Payment for Purchased Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Who You are Contracting with, Notice, Governing Law and Jurisdiction,” and “General Provisions” persist after termination or expiration.

Contracting Parties, Notices, Governing Law, and Jurisdiction

General

Notices can be sent by mail (return receipt requested), delivered, or emailed. For the Subscriber, use the addresses specified in the Order Form. For ExactDocs, copies should be sent to:

Solentive Systems Pty Ltd, Level 3, 223 Liverpool Street, Darlinghurst, NSW Australia 2010

Email: info@exactdocs.com

Manner of Giving Notice

Unless specified otherwise, all notices, permissions, and approvals must be in writing and are deemed given upon:

– Personal delivery

– The second business day after mailing

– The second business day after sending by confirmed facsimile

– The first business day after sending by email (except for termination or indemnifiable claim notices). Billing-related notices to you will be addressed to the designated billing contact in the Order Form, while all other notices will be addressed to the designated Services system administrator.

Agreement to Governing Law and Jurisdiction

This Agreement is governed by Australian law, and the courts of the state of New South Wales have exclusive jurisdiction.

No Agency

We enter into this Agreement as a principal and not as an agent for any other company. Unless otherwise permitted under Section 15.4 (Assignment), the obligations under this Agreement are exclusively between us and you.

General Provisions

Entire Agreement and Order of Precedence

This Agreement, the Order Form or Forms, and the Documentation form the entire agreement, replacing all prior agreements, proposals, or representations, whether written or oral, regarding your use of Services and Content. No modification, amendment, or waiver of any provision is effective unless in writing and signed by the party against whom it is asserted. In case of conflict or inconsistency among the documents, the order of precedence is:

  1. The Order Form
  2. This Agreement
  3. The Documentation
Assignment

Neither party can assign its rights or obligations without the other party’s prior written consent, except for assignment to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. If a party undergoes a change of control to a direct competitor of the other party, termination is possible with written notice. Upon termination, we will refund prepaid fees for the remaining term. This Agreement binds and benefits the parties, their successors, and permitted assigns.

Relationship of the Parties

The parties are independent contractors, and this Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them.

Third-Party Beneficiaries

Our Content licensors receive rights and protections granted to us under this Agreement for the relevant Content. There are no other third-party beneficiaries.

Waiver

No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

Severability

If any provision of this Agreement is deemed null and void by a court of competent jurisdiction, the remaining provisions will remain in effect.

Electronic Signatures and Consent

These terms and conditions govern the use of electronic signatures on ExactDocs. By using the Platform, you agree to be bound by these terms.

Acceptance of Electronic Signatures

By using the Platform, you acknowledge and agree that electronic signatures, as provided by the e-signature functionality of the Platform, are the legal equivalent to traditional handwritten signatures.

User Responsibilities

Users are responsible for maintaining the confidentiality of their login credentials and ensuring that their electronic signature is used only by authorized individuals. Any activity conducted using a user’s electronic signature will be deemed to be undertaken by that user.

Compliance with Applicable Laws:

The use of electronic signatures on the Platform complies with all applicable laws and regulations, including but not limited to the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).

Record Retention

ExactDocs retains electronic signature records for the legally required duration, ensuring the integrity and accessibility of such records.

User Consent

By using the Platform, you expressly consent to the use of electronic signatures for all transactions and communications conducted through the Platform.

Withdrawal of Consent

Users may withdraw their consent to use electronic signatures at any time by contacting ExactDocs at info@exactdocs.com

Security Standards

ExactDocs employs industry-standard security measures to protect electronic signatures and associated data. However, users are responsible for maintaining the security of their own devices and accounts.

Notification of Security Breach

In the event of a security breach that compromises the integrity of electronic signatures, ExactDocs will notify affected users in accordance with applicable laws and regulations.

Amendments

ExactDocs reserves the right to update or amend these Electronic Signature and Consent Terms and Conditions. Users will be notified of any changes, and continued use of the Platform constitutes acceptance of the updated terms.