Ansarada My Documents Program Terms

1. EFFECTIVE

These My Documents Program Terms (“Program Terms”) for Ansarada Pty Ltd (ABN ABN 78 131 899 397) (“Ansarada”) apply to the use of (including any access to) the Ansarada “My Documents” application and associated software (“My Documents Program”). The “My Documents Site” means the site(s) currently located at http://os.ansarada.com/my-documents and any successor site(s).

You may not access the My Documents Site or participate in the My Documents Program if you are our direct competitor, except with our prior written consent. You must be the legal age of majority in your country of residence and must not be under the age of 18. In addition, you may not access the My Documents Site or participate in the My Documents Program for any competitive purposes.

2. RELATIONSHIP

BY INDICATING YOUR ACCEPTANCE OF THESE PROGRAM TERMS OR USING MY DOCUMENTS SITE, AND IN THE EVENT YOU ARE ACTING ON BEHALF OF A COMPANY, YOU ARE ACCEPTING THESE PROGRAM TERMS ON BEHALF OF THE COMPANY YOU REPRESENT AND ACKNOWLEDGING YOUR AUTHORISATION TO DO SO. IF YOU DO NOT AGREE TO THE PROGRAM TERMS OR ARE NOT AUTHORISED TO AGREE TO AND ACCEPT THE PROGRAM TERMS ON BEHALF OF THE COMPANY YOU REPRESENT, YOU MAY NOT USE MY DOCUMENTS SITE OR PARTICIPATE IN THE MY DOCUMENTS PROGRAM.

Ansarada may at any time change these Program Terms by posting a revised version at https://www.ansarada.com/legal-policies/my-documents-program-terms that will be effective upon posting. Your use of the My Documents Site is subject and pursuant to Ansarada’s Acceptable Use Policy https://www.ansarada.com/article/acceptable-use-policy, which may be amended from time to time. The Program Terms or your use of My Documents Site does not grant you any right to access or use any virtual data room (other than to use the My Documents Program) or any other services (“Services”) unless you have entered into a separate commercial agreement. The My Documents Program may be subject to additional terms and conditions notified to you from time to time.

3. ANSARADA PARTIES

Ansarada shall be entitled to perform any of its obligations and exercise any of its rights under the Program Terms through any of its employees, affiliates or third-party contractors (together with Ansarada (“Ansarada Affiliated Parties”)), provided that any act or omission of such employee, affiliate or third-party contractor shall, for all purposes of these Program Terms, be deemed to be the act or omission of Ansarada.

4. OWNERSHIP

Ansarada will retain all ownership and intellectual property rights in My Documents Site and the My Documents Program including any applications, content, sample code, tools, product information and related documentation made available by Ansarada on the My Documents Site (collectively “Program Content”). Program Content may contain data owned and provided by third party data providers. Subject to the Program Terms and such other terms applicable to the My Documents Program, Ansarada hereby grants to you a revocable, non-exclusive, non-transferable, limited access to the Program Content only as necessary to use the My Documents Program. You may not, without Ansarada’s prior written consent, access or use any Program Content to commercially distribute any application to third parties.

You may use the My Documents Program to upload content and documents and files (“Customer Content”) and generate content (“User Generated Content”). Ansarada does not claim ownership in Customer Content. You hereby grant to Ansarada, to the maximum extent permitted under applicable law, an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free licence to use Services Data, Usage Data and any and all derivatives, future enhancements or modifications to the foregoing for any purpose without any obligation or compensation to you. You represent and warrant that you have all rights necessary to upload Customer Content and grant the licences granted in the Program Terms, and that Customer Content, and your provision of any Customer Content in connection with any My Documents Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. “Services Data” means Customer Content and User Generated Content incorporated with or into similar information derived or obtained from other customers of Ansarada that has been anonymised or aggregated to remove references to numerical values, addresses, locations, and personal data. “Usage Data” means queries, logs and other information about your use of the My Documents Site.

5. ACCESS TO PROGRAM CONTENT, CUSTOMER CONTENT AND RESTRICTIONS

You will not: (A) access Program Content, or use Customer Content or User Generated Content in violation of any law or regulation; (B) access Program Content, or use Customer Content or User Generated Content in any manner that (i) compromises, breaks or circumvents any of Ansarada’s technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our Program Content, or use Customer Content or User Generated Content in order to replicate or compete with the Services; (D) copy, rent, lease, sub-license, loan, merge, adapt, vary or modify the Program Content or Services; (E) provide or otherwise make available the Program Content in whole or in part, in any form to any person without our prior written consent (F) to the extent permitted by applicable law, attempt to circumvent any security feature, reverse engineer, decompile, disassemble, create derivative works from, sell, market or otherwise derive source code, trade secrets, or know-how of our Program Content, Services or any third party owned data; (G) attempt to use Program Content in a manner that exceeds rate limits, or constitutes excessive or abusive usage; (H) provide or otherwise make available the My Documents Program in whole or in part (including object and source code), in any form to any person without prior written consent from us; (I) infringe our intellectual property rights or those of any third party in relation to your use of the My Documents Program, including the submission of any material (to the extent that such use is not licensed by the Program Terms); (J) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the My Documents Program.

6. DATA PRIVACY

The terms of our Privacy Policy available at https://www.ansarada.com/privacy-policy are incorporated into these Program Terms by reference and apply to the use of the My Documents Program. By using the My Documents Program, you consent to Ansarada collecting and using your personal data and Customer Content to provide you the My Documents Program, allow our payment processors to take payments for any paid services and improve our products and services. The My Documents Program may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for their content or their privacy policies.

7. PAID SERVICES

Where you have requested to receive paid services, we use Chargebee Inc for payment, analytics, and other business services. Payment shall be subject to the terms and conditions of Chargebee Inc that can be accessed at https://www.chargebee.com/company/terms/. Chargebee Inc collects and processes personal data, including identifying information about the devices that connect to its services. Chargebee Inc uses this information to operate and improve the services it provides to us, including for fraud detection and prevention. You can learn more about Chargebee Inc and its processing activities via its privacy policy that can be accessed at https://www.chargebee.com/privacy/.

We reserve the right to change our pricing from time to time but our price changes will always be prospective and not retroactive. You shall be entitled to terminate any paid services where you do not agree to the increase in price.

8. DISCLAIMER

You hereby acknowledge and agree that (a) any Program Content may be modified, suspended or discontinued at any time with or without notice, and (b) Ansarada may require that you discontinue use of any particular Program Content, or Customer Content, or any features thereof, in its sole discretion. You agree that Ansarada will not be liable to you or to any third party for any modification, suspension, or discontinuance.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE EXTENT PERMITTED BY LAW, THE PROGRAM CONTENT AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY ANSARADA ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ANSARADA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PROGRAM CONTENT OR USER GENERATED CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ANSARADA HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR THE MY DOCUMENTS PROGRAM, PROGRAM CONTENT OR ANY CONTRIBUTIONS. ANY USER GENERATED CONTENT AND PROGRAM CONTENT SHALL BE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE AND SHOULD NOT BE RELIED UPON, FOR ANY FINANCIAL, INVESTMENT, STRUCTURING, TAX, LEGAL, PROFESSIONAL OR OTHER TYPE OF ADVICE. ANSARADA IS NOT MAKING ANY RECOMMENDATION TO CONTACT ANY POTENTIAL TARGET, BUY ANY ASSET, EVALUATE OR PROCEED WITH ANY TRANSACTION. USE OF ANY USER GENERATED CONTENT SHALL BE AT YOUR OWN RISK. WE RESERVE THE RIGHT AT ANY TIME TO AMEND OR LIMIT THE AMOUNT OF DATA THAT YOU ARE ABLE TO UPLOAD TO THE MY DOCUMENTS SITE AND WHERE THE SERVICE IS PAID, WE WILL GIVE YOU 30 DAYS NOTICE AND YOU WILL HAVE THE RIGHT TO TERMINATE THE SERVICE WITHIN 14 DAYS OF RECEIVING THE NOTIFICATION.

Nothing in these Program Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation (including the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth)) which cannot lawfully be excluded or limited (“Non-Excludable Rights”). To the extent permitted by law, Ansarada’s liability for breach of any Non-Excludable Right is limited, at Ansarada’s option, to supplying the services again or paying the cost of having the services supplied again.

9. REVIEW DISCLAIMER

When posting any reviews, the reviews must not be libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or contain confidential information, third party information or infringe third party intellectual property or other rights.

You agree that by posting any reviews, you grant Ansarada and its affiliates a non-exclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such reviews throughout the world in any media including our websites, social media sites, platforms, mobile apps, and/or other marketing materials, such as slide decks or case studies; and (b) use your name, email and other personal information, including any photo, that you provide in connection with each such review.

10. CONFIDENTIALITY

Ansarada may entrust you with information, data, content or other materials that are not already in the public domain (“Confidential Information”). You will indefinitely maintain the confidentiality of all Confidential Information learned under the Program Terms and will not disclose or otherwise make available to any third party, directly or indirectly, Confidential Information without Ansarada’s prior written approval. You will use the same degree of care to protect Confidential Information as you use to protect your, or your organisation’s, confidential information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. You must not use any Confidential Information except for the purpose of fulfilling your obligations under the Program Terms, or as otherwise described in the Program Terms. You may disclose Confidential Information only to your employees or contractors who need to know such Confidential Information as part of such authorised use, and who are bound in writing to confidentiality restrictions no less restrictive than those set forth in the Program Terms. Any act or omission by any contractor engaged by you, or, for clarity, by any of your employees or other personnel, that would be a breach of the Program Terms (including this Section) will be deemed to be a breach of the Program Terms by you.

You acknowledge that a breach in this provision will result in irreparable and continuing harm for which there will be no adequate remedy at law, and that Ansarada shall be entitled to injunctive relief and/or a decree for specific performance, without the requirement to post any bond, and to such other relief as may be proper (including monetary damages if appropriate).

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL ANSARADA AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THESE PROGRAM TERMS OR THE MY DOCUMENTS PROGRAM, EXCEED ONE HUNDRED AUSTRALIAN DOLLARS ($100.00) OR FOR PAID SERVICES, THE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY ANSARADA AFFILIATED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE PROGRAM TERMS FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ANY ANSARADA AFFILIATED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

12. YOUR INDEMNIFICATION OF ANSARADA

You will defend Ansarada and Ansarada Affiliated Parties (collectively, the "Ansarada Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Program Terms (a "Claim"), and will indemnify the Ansarada Indemnified Parties for all reasonable legal fees incurred and damages and other costs finally awarded against the Ansarada Indemnified Parties in connection with or as a result of, and for amounts paid by the Ansarada Indemnified Parties under a settlement you approve of, in connection with, a Claim. Ansarada Indemnified Parties must provide you with prompt written notice of any Claim and allow you the right to assume the exclusive defence and control and cooperate in any reasonable requests assisting your defence and settlement of such matter. This section states your sole liability with respect to, and the Ansarada Indemnified Parties’ exclusive remedy against you for, any Claim.

13. LIMITATIONS ON INDEMNIFICATIONS

Notwithstanding anything contained in the preceding section, (a) Ansarada Indemnified Parties will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without Ansarada Indemnified Parties’ express written consent (such consent not to be unreasonably withheld).

14. TERM; TERMINATION

The Program Terms will continue until terminated. Ansarada may terminate or suspend your use of the My Documents Program, or any portion of the My Documents Program, at any time and without prior notice for any breach of the Program Terms. Immediately upon any such termination or suspension, your right to use the applicable My Documents Program or portion of such My Documents Program will permanently or temporarily cease (as applicable). If Ansarada terminates your right to use the My Documents Program, then the Program Terms will terminate.

You may cancel your paid membership or where you do not agree to the increase in price at any time on the My Documents Site. Your paid membership will downgrade to the unpaid membership upon completion of the month for which you paid.

UK and EU customers who do not subscribe to paid membership on behalf of their company or their business, shall have the right to cancel or downgrade the paid membership within 14 days of subscribing to the paid subscription services without charge and shall receive a full refund for any payments that have been taken. After the expiry of the 14 days, customers may cancel at any time and will downgrade to the unpaid membership upon completion of the month for which they have paid.

We reserve the right to terminate the free services on written notice where there is no activity on the account for two years or such other period as determined by Ansarada.

15. GENERAL

No Waiver. No failure or delay in exercising any of its rights under these Program Terms shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Program Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Survival. The sections titled "Ownership," "Access to Program Content, Customer Content and Restrictions," "Disclaimer," “Confidentiality,” "Limitation of Liability,’’ "Your Indemnification of Ansarada," "Limitations on Indemnifications," "Term; Termination" as well as all the provisions under the general heading "General," will survive any termination or expiration of the Program Terms.

Restricted Parties and Export Laws. You represent that you are not and will not make the My Documents Site available to any entity incorporated in, or resident of, a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC, or under Australian sanctions laws (including the Autonomous Sanctions Act 2011 (Cth) and the Charter of the United Nations Act 1945 (Cth)), or listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section will be a material breach of these Program Terms and Ansarada may immediately terminate these Program Terms. You will not access or use My Documents Site in a U.S. or UN-embargoed country or region, or in violation of any Australian, U.S., UN, or international export law, sanction, or regulation.

No Third-Party Beneficiaries. These Program Terms does not create any third-party beneficiary rights except as expressly provided by its terms.

Assignment. You may not assign any of your rights or obligations under the Program Terms, whether by operation of law or otherwise. Ansarada may assign, transfer or sublicense any or all of its rights or obligations under the Program Terms without restriction.

Notices. Wherever provision is made in these Program Terms for the giving, service, or delivery of any notice, such notice shall be in writing and shall be given using a method providing for proof of delivery, which shall include acknowledgement of receipt of email.

Marketing Support. Ansarada may identify you as a Ansarada customer and use your customer name or logo on any My Documents Sites or other marketing materials.

Anti-Corruption and Bribery. Neither party has received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Program Terms.

Anti-slavery and Trafficking. Neither party uses nor procures services in breach of anti-slavery and trafficking laws.

Governing Law and Jurisdiction. These Program Terms will be governed by the following laws, depending on where you are based, incorporated or established: (a) if you are based, incorporated or established in Australia or Asia, the laws of Australia and each party submits to the non-exclusive jurisdiction of the courts of New South Wales; (b) if you are based, incorporated or established in Europe, Middle East or Africa, the laws of England and Wales and each party submits to the non-exclusive jurisdiction of the courts of England and Wales; and (c) if you are incorporated or established in North America or South America, the laws of Illinois, United States and each party submits to the exclusive jurisdiction of Cook County.

Severability. If a court of law holds any provision of these Program Terms to be illegal, invalid, or unenforceable that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and the legality, validity, and enforceability of the remaining provisions of these Program Terms shall not be affected thereby.

Entire Program Terms. These Program Terms constitute the entire agreement between the Parties and supersede all previous agreements, proposals, and negotiations, whether written or oral, regarding the subject matter herein. No trade usage, regular industry practice, or method or course of dealing between the Parties shall be used to modify, interpret, supplement, or alter the terms of these Program Terms in any way.