Last updated 22 February 2022
This Abery LTD/ eDoc360 Online Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“you” or “your”), and Abery LTD/ eDoc360 (“Abery LTD/ eDoc360”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Online Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the “agreement”). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable. Key terms are defined in Section 8.
a. Right to use. We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.
b. Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.
d. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Abery LTD/ eDoc360 to you or to any third party. Abery LTD/ eDoc360 does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
f. Preview releases. We may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLAs and all limited warranties provided in this agreement. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.
(i) You may not resell or redistribute the Abery LTD/ eDoc360 Services.
(ii) You may not allow multiple users to directly or indirectly access any Abery LTD/ eDoc360 Services feature that is made available on a per-user basis.
h. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g. an employer or school) to order an Online Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services. In such a case, your organization’s designated administrator (your “admin”) may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. Abery LTD/ eDoc360 may inform you that your organization has assumed control of the Online Services covered by your Subscription, but Abery LTD/ eDoc360 is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to Abery LTD/ eDoc360.
i. Shared Directory Data. When you order an Online Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer or school), the Online Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Online Services within your organization’s email domain.
j. Additional Software for use with the Online Services. To enable optimal access to and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service as described in the Online Services Terms. We license Software to you; we do not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment. Your rights to access Software on any device do not give you any right to implement Abery LTD/ eDoc360 patents or other Abery LTD/ eDoc360 intellectual property in software or devices that access that device.
a. Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following, as applicable:
(i) Commitment Subscriptions. You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to Abery LTD/ eDoc360 Services, additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Consumption Subscriptions. Committed quantities not used during the Term will expire at the end of the Term.
(ii) Consumption Subscriptions. You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.
(iii) Limited Subscriptions. You receive a limited quantity of Online Services for a limited term without charge (for example, as a trial Subscription or free account) or as part of another Abery LTD/ eDoc360 Subscriptions. Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.
(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an “as available” basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.
(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b..
c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.
(i) For Commitment Subscriptions, the price level may be based on the quantity of Online Services you ordered. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those posted in the Portal at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or Non-Abery LTD/ eDoc360 Products. All prices are subject to change at the beginning of any Subscription renewal.
(ii) For Consumption Subscriptions, pricing is subject to change at any time upon notice.
(i) Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
(ii) For Commitment Subscriptions, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.
(iii) For Consumption Subscriptions, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.
(iv) For Limited Subscriptions, renewal may not be permitted.
e. Eligibility for Academic, Government and Nonprofit versions. You agree that if you are purchasing an academic, government or nonprofit offer, you meet the respective eligibility requirements and Abery LTD/ eDoc360 reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met.
f. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.
If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.
If you terminate a Subscription to Abery LTD/ eDoc360 Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to Abery LTD/ eDoc360 Services at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided.
Abery LTD/ eDoc360 may terminate your Subscription to a Limited Subscriptions at any time during the Term immediately without notice.
For all other Subscriptions, if you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month’s Subscription fee and you will receive a refund of any portion of the Subscription fee you have paid for the remainder of the Term; provided, however, no refunds will be provided for partially unused months.
(i) For Limited Subscriptions, we may suspend your use of the Online Services, your Subscription and your account immediately without notice.
(ii) For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days’ notice before suspending for non-payment. If you do not fully address the reasons for the suspension within these 30 days, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.
DISCLAIMER. We provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
(i) We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.
(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-Abery LTD/ eDoc360 Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.
b. Limitations. Our obligations in Section 5.a. will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Non-Abery LTD/ eDoc360 Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data or a Non-Abery LTD/ eDoc360 Product, data, or business process; (iii) your use of a Abery LTD/ eDoc360 trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or (v) Products provided free of charge.
c. Remedies. If we reasonably believe that a claim under Section 5.a.(i). may bar your use of the Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Abery LTD/ eDoc360 must be sent to the following address:
Notices to you will be sent to the address that you identify on your account as your contact for notices. Abery LTD/ eDoc360 may send notices and other information to you by email or other electronic form.
b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Abery LTD/ eDoc360’s consent.
c. Consent to partner fees. When you place an order, you may be given the opportunity to identify a “Partner of Record” associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to our paying fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. Our prices for Online Services are the same whether or not you identify a Partner of Record.
d. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
e. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
f. No agency. This agreement does not create an agency, partnership, or joint venture.
g. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
h. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Abery LTD/ eDoc360 Online Subscription Agreement, (2) the Online Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.
j. Survival. The terms in Sections 1, 2.c., 2.e., 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.
k. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
l. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
m. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.
n. Government customers. Government customers should consult with Abery LTD/ eDoc360 prior to acceptance. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.
Any reference in this agreement to “day” will be a calendar day.
“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.
“Customer Data” is defined in the Online Services Terms.
“Customer Solution” is defined in the Online Services Terms.
“End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
“Managed Service Solution” means a managed IT service you provide to a third party that consists of the administration of and support for Abery LTD/ eDoc360 Services.
“Offer Details” means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
“Online Services” means any of the Abery LTD/ eDoc360-hosted services to which you subscribe under this agreement.
“Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Abery LTD/ eDoc360 to obtain customer feedback.
“Product” means any Online Service (including any Software).
“SLA” means the commitments we make regarding delivery and/or performance of an Online Service, as published or at an alternate site that we identify.
“Software” means Abery LTD/ eDoc360 software we provide for installation on your device as part of your Subscription or to use with the Online Service to enable certain functionality.
“Subscription” means an enrollment for Online Services for a defined Term as specified on the Portal. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of a separate Abery LTD/ eDoc360 Online Subscription Agreement.
“Term” means the duration of a Subscription (e.g., 30 days or 12 months).