IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT USE ANY PAPORIZE SERVICES OR PURCHASE ANY PRODUCT OFFERED THROUGH THE SITE. BY INSTALLING OR USING THE SOFTWARE OR THE SERVICES, YOU ARE ENTERING INTO AN AGREEMENT WITH PAPORIZE AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT DOWNLOAD THE SOFTWARE OR OTHERWISE USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY OR INDIVIDUAL, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH THIRD PARTY AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH THIRD PARTY. IN SUCH CIRCUMSTANCES, REFERENCES IN THIS AGREEMENT TO YOU SHALL BE DEEMED TO REFER TO BOTH YOU AND THE THIRD PARTY.
1. Account Authorization
Paporize uses third party authentication services (each, an “Authentication Service”) for account registration and credentialing purposes. In order to use the Services you must complete Authentication Services, which may include providing (a) username/ID for the Authentication Service, (b) password for the Authentication Service, and (c) any other identifying information as may be requested by Paporize or the Authentication Service. You are required to maintain and update all information you provided as needed from time to time to keep it current, complete and accurate. If you intentionally provide any inaccurate information or fail to keep such information current, complete and accurate, or if Paporize has reasonable grounds to suspect that your use of the Services is fraudulent, Paporize may suspend or terminate your account and your right to use the Services. You shall maintain the security and confidentiality of all your Site passwords. Subject to section 2(a) where access may be provided to Named Users, you agree not to transfer or share your user name or password, or lend or otherwise transfer your use of or access to the Services, to anyone. You are responsible for any and all activities that occur under your account. You shall notify Paporize as soon as reasonably practicable of any unauthorized use of your account or any other breach of security related to your account or the Services.
a) Rights granted to Customer
Subject to these Terms, Paporize hereby grants to you, and you hereby accept, a limited nonexclusive, non-transferable right during the Term to use the Services solely for your internal purposes. Only you and specific individual employees, agents or representatives of the Customer, identified by name, email, phone number, or other form of identification as may be required by Paporize, for whom Customer has paid the applicable License Fee and who are licensed to access and use the Services (“Named Users”) are permitted to access and use the Services, as may be applicable to a specific Paporize plan. If you wish to amend the list of Named Users, you must notify Paporize as provided for in the Site and Customer account of any additional or substitute names, and pay any additional License Fees, as may be applicable (as defined in Section 9), and upon acceptance by Paporize, the additional names will be added as Named Users.
b) Rights Reserved by Paporize
The Services involve valuable proprietary rights of Paporize. No title to or ownership of any proprietary Paporize software, whether accessed online or downloaded by Customer that is used in connection with the Service (“Software”), the Services or any proprietary rights associated therewith is transferred by the Terms to you, the Named Users, or any third party. Paporize reserves all rights not expressly granted in the Terms.
c) Restrictions and Limitations
3. Customer Obligations
a) Customer Systems
You are solely responsible for providing and maintaining, at your own expense, all equipment, facilities and services necessary to access and use the Services, including, without limitation, computer hardware and software, modems, telephone service and Internet access.
b) Customer Content
You are solely responsible for all text, graphics, pictures, data, documents, information and any other materials of any kind posted on, stored within or made available on the Site or through the Service (“Customer Content”), including without limitation the accuracy, quality, integrity, completeness, legality, reliability, appropriateness, and intellectual property ownership of such Customer Content. Paporize shall not be responsible or liable in any manner for such Customer Content. You and all Named Users will not upload, transmit, use, or post on or in connection with the Services, any Customer Content that (i) infringes upon or violates any third party’s Intellectual Property Rights, rights of publicity, rights of privacy, contract or other rights; (ii) is defamatory obscene, pornographic, indecent, harassing, threatening, inflammatory, or fraudulent; (iii) violates any Applicable Law, or (iv) that would otherwise create liability for Paporize or any third party vendors, consultants and other service providers who are engaged by or working with Paporize in connection with providing the Services (“Service Providers”) or cause any harm to anyone. Paporize reserves the right to delete or block access to any Customer Content at any time in its sole discretion if it receives any notices or otherwise believes that such Customer Content may be in violation of Applicable Law or these Terms or may otherwise violate the rights of, or cause any harm or liability of any kind to, Paporize or any third party.
Paporize agrees that it will provide the same level of support to you as it provides to other customers of Paporize of a similar standing who have purchased the same subscription. Given that Paporize does not upload nor store Customer Content it cannot retrieve any lost files and as such will not provide you with support to recover Customer Content.
d) Customer Compliance with all Laws
In using the Services, you shall comply, and shall take proper measures to ensure that all Named Users comply, with all Applicable Laws.
5. Intellectual Property
a) Paporize Intellectual Property
As between the parties, Paporize owns all right, title and interest in and to: (i) the Services and any other Paporize proprietary process and technology, including, without limitation, the Services, software, hardware, documentation, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information, made available to Customer by Paporize in providing the Services (“Technology”); (ii) all modifications of and Updates to the Services and Technology; (iii) all derivative works of the Services and Technology; and (iv) any and all intellectual property rights embodied in any of the foregoing, including, but not limited to, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (“Intellectual Property Rights”). The Paporize name and logo, and all variations thereof, as well as “Beyond the Cloud”, are trademarks of Paporize, and no right or license is granted to use them. Except as expressly set forth herein, no additional license, grant, or working right is granted or implied by the Terms. Paporize does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked.
b) Customer Intellectual Property
As between the parties, Customer owns all right, title and interest in and to: (i) the Customer Content, including all Personal Information; (ii) all modifications to the Customer Content; (iii) all derivative works of the Customer Content; and (iv) any and all Intellectual Property Rights embodied in any of the foregoing. You hereby grant to Paporize a nonexclusive, non-transferable, royalty-free, worldwide license to reproduce, distribute, display, perform, and modify the Customer Content solely as necessary to provide the Services as set forth in this Agreement. Paporize undertakes that it will only use the Customer Content to provide the Services to you and that it will take commercially reasonable technical and organizational measures to protect the Customer Content from unauthorized access, damage or destruction. Paporize may use the Customer’s name and reproduce its corporate logo, if any, and describe transaction details (including, without limitation, number of users, application name and business use case and the business overview) in its internal presentation, external presentations, website, internal and external case study success stories and press communications and other marketing, communications, and promotional materials (including materials that are shared with other prospective customer and media outlets). All suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any third party to Paporize related to the Services or any of Paporize’s other products or services (collectively referred to as “Contributions”), shall be owned by Paporize, you shall not be entitled to any compensation in connection therewith, and you hereby assigns to Paporize all Intellectual Property Rights and other rights in or to any and all Contributions. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
c) Third Party Intellectual Property Claims
If you are a copyright owner or an owner’s agent and find any content on the Sites and/or Services that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act (“DMCA”). To do so, please provide us with the following information in writing: (i) A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the service provider to locate the material; (iv) Your contact information, including an address, telephone number and, if available, an e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
6. External Websites and Content
The Site may contain links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk.
7. Customer Communications
If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them, (a) Paporize has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and (b) Paporize will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
8. Payment Terms
If the Customer has purchased the Services online, Customer will be charged on or around the date of purchase (“Effective Date”) a fee payable by the Customer to Paporize for the right to use the Software and Service on the Site (“License Fees”) for the first month of the applicable subscription plan selected by the Customer. Thereafter, each subsequent month Paporize will automatically charge the applicable License Fees in advance to the Customer’s credit or debit card until the right to use the Services is terminated. The Customer agrees that submitting its credit or debit card details the Customer expressly consents to the charge of any recurring applicable License Fees. If payment of such fees cannot be processed using the stored credit or debit card, Customer agrees to promptly provide another accepted payment method to Paporize. If the Customer has purchased the Services offline, the Customer will be invoiced for the License Fees for the first month of the applicable subscription plans selected by the Customer on or around the Effective Date. Thereafter, for subsequent months, the Customer will be invoiced for the applicable License Fees on or around the same day of the month as the Effective Date until right to use the Services is terminated. All invoices issued by Paporize will be due and payable within thirty (30) days of the date of invoice. Paporize may increase the applicable License Fees and otherwise change its fee structure at any time and from time to time by posting such revised fees on the Site. The Customer is advised to check the Site regularly for such changes. Paporize may also give email notice of such changes to the email address provided by the Customer during registration, as may be updated by the Customer. In addition to other remedies available to Paporize, any payment not received by Paporize when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less. Payment of such interest will not excuse or cure the Customer’s default for late payment. In addition, failure of the Customer to pay License Fees or other amounts due under this Agreement fully after the applicable due date shall be deemed a material breach of this Agreement, justifying immediate de-functioning, suspension and/or termination of the Customer’s use of the Services and Software. Any such suspension shall not relieve the Customer of its obligation to pay any amounts due, plus late fees as provided for herein. The Customer shall reimburse Paporize for all collection expenses incurred by Paporize, including, without limitation, agency fees, attorneys’ fees, and costs. All funds paid under this Agreement shall be non-refundable.
10. Modification of Services
Paporize reserves the right to modify or discontinue elements of the Services at any time, including adding, changing or removing any features or functionality of the Services.
11. Representations and Warranties
a) No Paporize Warranties
Customer acknowledges that Customer is participating in the Software and the Services and that the Software and the Services may contain bugs, errors and defects. ACCORDINGLY, THE SOFTWARE AND THE SERVICES ARE PROVIDED BY PAPORIZE AND ACCEPTED BY CUSTOMER “AS IS” AND “WITH ALL FAULTS, DEFECTS AND ERRORS.” PAPORIZE MAKES NO WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE SOFTWARE, THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, AVAILABILITY, SECURITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR THE SERVICES OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. PAPORIZE SHALL HAVE NO LIABILITY FOR ANY ERROR, OMISSION OR DEFECT IN THE SOFTWARE OR THE SERVICES, ANY INABILITY TO USE THE SOFTWARE OR THE SERVICES OR ANY LOSS OF CUSTOMER CONTENT, DATA OR OTHER DAMAGE TO CUSTOMER AS A RESULT OF THE USE OF THE SOFTWARE OR THE SERVICES.
WITHOUT LIMITING THE FOREGOING, PAPORIZE DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES SHALL BE COMPATIBLE WITH ANY PARTICULAR CUSTOMER PLATFORM, SOFTWARE OR INTERFACES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES SHALL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (C) ANY STORED DATA SHALL BE ACCURATE OR RELIABLE; (D) MINOR ERRORS OR DEFECTS SHALL BE CORRECTED; (E) THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (F) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
b) Customer Warranties and Responsibility
Customer represents and warrants to Paporize that at all times the Customer Content (i) shall not infringe upon or violate the rights of any third party or violate any Applicable Laws; and (ii) comply with all the rules set forth in the Terms. Customer assumes full responsibility for (i) the selection of the Services; (ii) the proper use of the Services; (iii) verifying the results obtained from the use of the Services; and (iv) taking appropriate measures to prevent loss of data, protect against software viruses, and protect against software security breaches.
Customer shall defend, indemnify, and hold Paporize harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to: (i) the Customer Content; (ii) Customer’s misuse of the Services; or (ii) any violation by Customer of Applicable Law.
13. Limitation of Liability
a) No Partnership: Compliance with Laws
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Paporize as a result of this agreement or use of the Site. Paporize’s performance of this agreement is subject to Applicable laws and legal process, and nothing contained in this agreement is in derogation of Paporize’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Paporize with respect to such use.
b) Waiver: Invalidity
c) Complete Agreement
The Terms constitute the complete and only agreement between Paporize and Customer regarding the Services and supersedes all other understandings, communications, discussions, negotiations, contracts and agreements between Paporize and Customer relating to the subject matter hereof, whether oral or written.
Paporize may assign the Terms, including all rights granted thereby, without further consent.
f) Export Regulations
Paporize provides Services and uses Technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of Homeland Security, and other U.S. agencies. Customer acknowledges and agrees that the Services shall not be used in, and none of the underlying information or Technology may be transferred or otherwise exported or re-exported to, countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice.
g) Third Party Rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
h) Law and Jurisdiction
Any disputes arising out of or related to your use of the Site or the Terms shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to its choice of law rules or conflicts of laws principles. We will make every reasonable effort to resolve any disagreements that you have with Paporize. If those efforts fail, by using this Site you agree that any claim, dispute, or controversy you may have against Paporize arising out of, relating to, or connected in any way with this Agreement or this Site, shall be resolved exclusively by final and binding arbitration in Boston, MA before one (1) arbitrator. The arbitration shall be administered by the JAMS in accordance with its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The United Nations Convention on the International Sale of Goods shall not apply to the Terms or to the Services.