Cloud Service Agreement

Worldox Cloud Service Agreement

Last Updated: March 29, 2018

This Worldox Cloud Service Agreement (the “Agreement”) is made and entered into, by and between World Software Corporation, a New Jersey corporation, d/b/a World Software (“World Software”), with principal offices located at 266 Harristown Road, Suite 201, Glen Rock, New Jersey 07452, and the person or entity accepting this Agreement and using any Services described herein (“Customer”) on the effective date of accepting these terms.

As a condition to use of any Service by Customer or any other person under the Customer’s account, Customer must accept this Agreement. If Customer does not accept this Agreement, Customer is not granted any right to use, and Customer may not access any Services (defined below). Upon the earlier of Customer’s clicking the “Accept” button, or otherwise using any Service, this Agreement shall become a legally binding contract between World Software and Customer. In consideration of the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, World Software and Customer agree as follows:

  1. End Users. Customer shall identify Customer employees and other affiliates who are End Users under a Customer Service Account and who will receive passwords to use the Services for the purposes permitted by this Agreement.
  2. Customer Obligations.
    1. Unauthorized Use & Access. Customer will make commercially reasonable efforts to prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of the Services. Customer will promptly notify World Software of any unauthorized use of, or access to, the Services to which Customer has actual knowledge.
    2. Restricted Uses. Customer will not (i) sell, resell, or lease the Services, or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not World Software, is responsible for any applicable industry-specific regulation compliance in connection with Customer’s use of the Services.
    3. Third Party Requests.Third Party Requests” means a request from a third party for records relating to an End User’s use of the Services including information in or from an End User or Customer account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.  Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact World Software only if it cannot obtain such information despite diligent efforts.  World Software will make commercially reasonably efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of World Software’s receipt of a Third Party Request; (ii) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third Party Request. If Customer fails to promptly respond to any Third-Party Request, then World Software may, but will not be obliged to do so.
  3. Services.
    1. Provision of Services. World Software shall provide to and/or for the benefit of the Customer the Services described in Schedule A (provided separately), as well as all other services described herein (collectively, the “Services”). Customer may access and use the Services made available by World Software under this Agreement.
    2. Facilities and Data Transfer. World Software engages the services of data center facilities and staff hereinafter known as “World Software Contractors.” World Software shall use and shall cause all World Software Contractors to use commercially reasonable administrative, physical and technical safeguards (including but not limited to encryption) to ensure that all facilities used to store, and process Customer Data meet commercially reasonable security standards.  By using the Services, Customer consents to transfer, processing, and storage of Customer Data by and through the Services. “Customer Data” means any data and content stored, transferred, used, processed and/or transmitted via the Services by Customer or End Users. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use reasonable means to protect Customer Data, World Software cannot guarantee its absolute security.
    3. Modifications to the Services. World Software may update the Services from time to time. If World Software changes the Services in a manner that materially reduces their functionality, World Software will inform Customer, unless Customer has opted-out of communications of that type from World Software, and, in any event, following such reduction in functionality, Customer may terminate the Agreement upon notice to World Software.
    4. Limitations on Use of Services. World Software may impose reasonable limitations on bandwidth usage for the Services.
  4. Potential Non-Performance. World Software will notify customers if any Level 1 issue (as defined in Schedule A, provided to customer separately) globally affects the Services in any way that prevents or threatens to prevent the reasonable and timely performance of the Services under this Agreement.
  5. Support. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to World Software. World Software will provide Support Services in accordance with Schedule A.
  6. Suspension.
    1. Of End User Accounts by World Software. If an End User (i) violates a material provision of this Agreement; (ii) uses the Services in a manner resulting in excessive support requests as reasonably determined by World Software; or (iii) uses the Services in a manner that World Software reasonably believes will cause it liability, then World Software may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then World Software may do so.
    2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then World Software may automatically suspend use of the Services. World Software will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services, and (ii) unauthorized third-party access to the Services.
  7. Intellectual Property Rights.
    1. Reservation of Rights. THIS AGREEMENT DOES NOT GRANT WORLD SOFTWARE ANY RIGHTS TO CUSTOMER’S OR END USERS’ FILES OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN THOSE FILES EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT THAT ARE NEEDED TO RUN THE SERVICES. This Agreement does not grant Customer or End Users (i) any rights to the Intellectual Property Rights in the Services, or (ii) any rights to use the World Software trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    2. Limited Permission. World Software may need Customer permission to perform tasks that Customer or End User ask World Software to do such as, for example, hosting files, or sharing them at Customer or End User’s direction. Customer grants World Software the permissions World Software needs to do those things solely to provide the Services and for World Software to meet its obligations and exercise its rights under this Agreement. This permission also extends to World Software Contractors with whom World Software works to provide the Services, which provides World Software’s storage space (again, only to provide the Services).
    3. Suggestions. While we appreciate it when users send us feedback, we may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send World Software or post in World Software’s forums without any obligation to Customer or End Users.
    4. Customer List. World Software may include Customer’s name in a list of World Software customers on the World Software website, or marketing material.
  8. Third Party Services. If Customer uses any third-party service with the Services, (a) the service may access or use Customer’s or End Users’ information; (b) World Software will not be responsible for any act or omission of the third party, including the third party’s use of Customer’s or End Users’ information; and (c) World Software does not warrant or support any service provided by the third party.
  9. Compliance with Laws; Disclaimers.
    1. Compliance with Laws. World Software shall procure and keep in full force and effect and shall cause all World Software Contractors to procure and keep in full force and effect, all licenses and permits that are necessary or appropriate for its performance of the Services. In providing the Services, World Software shall comply, and shall cause all World Software Contractors to comply, with the provisions of applicable federal, state, county and local laws, ordinances, regulations and codes.
    2. Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, (i) THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WORLD SOFTWARE NOR CUSTOMER MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. (ii) WORLD SOFTWARE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN END USER OR THE CUSTOMER and (iii) World Software is not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information in or from an End User or Customer. World Software has no responsibility or liability for the deletion or failure to store any information in or from an End User or Customer.
  10. Fees & Taxes.
    1. Fees.  As consideration for all of the Services described herein, Customer will pay for all applicable fees. Customers may elect to pay fees monthly, quarterly or annually. Customers electing to pay monthly or quarterly must authorize World Software to charge their credit card (Visa, MasterCard, and American Express) for all applicable fees. Customers electing to pay annually will receive an invoice at least thirty (30) days in advance of Renewal Term as defined below. Fees are non-refundable except for the first thirty (30) days of the Services or as required by law. Customer is responsible for providing complete and accurate billing and contact information to World Software. World Software may suspend or terminate the Services if fees are thirty (30) days past due. World Software may revise Service rates by providing Customer at least thirty (30) day notice prior to the next charge.
    2. Taxes. Customer is responsible for all taxes. World Software will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide World Software with an official tax receipt or other appropriate documentation.
  11. Term & Termination.
    1. Term.  Term means the Initial Term and each Renewal Term as defined in this Section. Subject to the termination rights below, this Agreement shall commence upon receipt of the site setup fee and shall automatically renew either monthly or annually (each a “Renewal Term”) depending on payment choices outlined above (the “Initial Term”); provided, however, that this Agreement has not been otherwise terminated as elsewhere herein permitted prior to the expiration of the Initial Term, the Agreement shall automatically be renewed for the appropriate Renewal Term unless and until either Customer or World Software gives the other party written notice of termination, which notice must be provided at least thirty (30) days before the expiration of the Initial Term or the then applicable Renewal Term.
    2. Termination for Breach. Either World Software or Customer may suspend performance or terminate this Agreement, in its sole discretion, if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after its receipt of written notice from the non-breaching party, or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. Additionally, during any Renewal Term, Customer may terminate this Agreement at any time, for any reason or no reason upon prior written notice of at least thirty (30) days to World Software.
    3. End User Termination. End user accounts may be terminated by Customer with one month written notice to World Software. If Customer cancels all end user accounts, for a $200 fee, World Software will make arrangements within 5 business days for all data to be returned.
    4. Effects of Termination. If this Agreement is terminated for any reason, then the following shall apply: (i) except as provided herein, the rights granted by World Software to Customer will cease immediately; (ii) the rights granted by World Software to End User will cease immediately; (iii) World Software may provide Customer access to its account at then-current rates so that Customer may export its information; and (iv) after 30 calendar days, World Software may delete any data relating to Customer’s account.  The following sections will survive expiration or termination of this Agreement: 2.c (Third Party Requests), 7 (Intellectual Property Rights.), 9 (Compliance with Laws; Disclaimers.), 10 (Fees & Taxes.), 11.c (End User Termination), 11.d (Effects of Termination), 12 (Indemnification.), 13 (Limitation of Liability.), and 14 (Miscellaneous.).
  12. Indemnification.
    1. By Customer.  Customer will indemnify, defend, and hold harmless World Software from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding: (i) Customer’s use of Customer Data in violation of applicable law; (ii) Customer’s use of the Services in violation of this Agreement; or (iii) use of the Services by Customer’s End Users in violation of this Agreement.
    2. By World Software. World Software will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a claim by a third party against Customer to the extent based on an allegation that World Software’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will World Software have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by World Software, and (ii) any content, information, or data provided by Customer, End Users or other third parties.
    3. Possible Infringement. If World Software believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then World Software may: (i) obtain the right for Customer, at World Software’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If World Software   does not believe the options described in this section are commercially reasonable then World Software may suspend or terminate Customer’s use of the impacted Services (with a pro-rata refund of pre-paid fees for the Services).
    4. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring one of the parties to admit liability requires the affected party’s prior written consent, not to be unreasonably withheld or delayed, and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE WORLD SOFTWARE’S AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
  13. Limitation of Liability. 
  14. Miscellaneous.
    1. Terms Modification. World Software may revise this Agreement from time to time. if a revision, in World Software’s sole discretion, is material, World Software will notify Customer via the primary contact information provided for the account.If Customer does not agree to the revised Agreement terms, Customer may cancel the Services and End Users must stop using the account. Customer may grant approvals, permissions, extensions and consents by email.
    2. Entire Agreement. The Agreement, including Customer’s invoice constitute the entire agreement between Customer and World Software with respect to its subject matter of this Agreement, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Agreement.
    4. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.
    5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to World Software must be sent to World Software, Inc., 266 Harristown Road, Suite 201, Glen Rock, New Jersey 07452.
    6. Waiver. A waiver of any default is not a waiver of any subsequent default.
    7. Assignment. Neither party may assign or transfer any part of this Agreement without written consent of the other party, except World Software may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    8. No Agency. World Software and Customer are not legal partners or agents but are independent contractors.
    9. Force Majeure. Neither World Software nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet   disturbance).
    10. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.  Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
    11. Export Restrictions. The export and re-export of data via the Services may be controlled by the United States Export Administration Regulations.  The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and Customer must make commercially reasonable efforts to ensure that Administrators and End User do not use the Services in violation of any export restriction or embargo by the United States. In addition, Customer must make commercially reasonable efforts to ensure that the Services are not provided to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
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