Terms of Agreement

1.0      Services

1.1     Provision. The Agreement governs access to, and use of, the Services purchased. Customer may access and use the Services in accordance with the Agreement.

1.2     Docuflo Services runs on PROGENET Cloud infrastructure comprising of computing platform coupled with storage capacity, together with the resources like the operating system, firewall, and IP addresses and support services.

1.3      Modifications. Customer acknowledges and agrees that the Services extended to Customer by Docuflo are subject to modifications. Docuflo may update the Services from time to time. Customer will be notified of all modifications or new features via email.

1.4      Customer agree not to sell, license, assign or otherwise create any legal rights or interest in your account to any third party other than staffs working within Customer company. Upon breach of this Service, Docuflo shall have the right to cancel the account, terminate the Services and/or this Agreement immediately without further notice to the Customer. Upon such an event, all monies owed by the Customer to Docuflo shall immediately become due and owing.

1.5     Docuflo will use its best efforts to provide reliable Service. In the event of a fault in the Service, you must report the fault by email to Docuflo. Upon receipt of the fault report, Docuflo will take appropriate steps without undue delay to correct the fault. Docuflo shall not in any event, be liable for interruptions of Service or downtime.

2.0    Customer Obligations

2.1     Customer Administration of the Services. Customer may assign administrator through the Admin Console. Administrator may be able to: (a) access, disclose, restrict or remove Customer Data in End User Accounts; and (b) restrict, or terminate access to End User Accounts. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts. Docuflo’s responsibilities do not extend to the internal management or administration of the Services for Customer.

2.2     Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. Customer will promptly notify Docuflo of any unauthorized use of or access to the Services.

2.3     Restrictions. Customer will not: (a) sell, resell, or lease the Services; (b) reverse engineer the Services, or attempt or assist anyone else to do so;

3.0     Customer Data

3.1     Customer warrant that the Services will be used for lawful purposes only.

3.2     Customer assumes sole responsibility for obtaining any and all necessary consents, authorizations and approvals to enable it to lawfully use the content that is stored, displayed, or transmitted, including without limitation.

3.3     All the data stored by the Customer is the property of the Customer. Docuflo claims no ownership and assumes no responsibility whatsoever over, in respect of any Customer data.

3.4     Docuflo claims no liability for any loss of or damage to Customer’s data stored on the Cloud Server. Docuflo may provide a backup service for Customer data. Docuflo may agree to restore a backup of Customer data, however we may charge a fee for doing so. Customer understands and agrees that Customer is solely responsible for maintaining adequate backups of their data.

4.0    Confidential Information

4.1     Docuflo agrees to hold secret and confidential Customer’s confidential information.

4.2     Docuflo undertakes and covenants with Customer that it will treat all information as confidential and will not use or divulge any such information other than for the purpose of performing its obligations under this Agreement.

4.3     Docuflo undertakes not to transfer, disclose, use or share the personal data with any third party without Customer’s express consent.

5.0    Payment

5.1     Fees. Customer will pay Docuflo all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Docuflo. Customer authorizes Docuflo, to charge Customer for all applicable Fees using Docuflo’s selected payment method. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.

5.2     Payment. Customer will pay Docuflo invoices on the payment terms as set forth in the Docuflo invoice. Docuflo may suspend or terminate the Services if Fees are past due for more than 7 days. Customer is required to provide complete and accurate billing and contact information to Docuflo.

5.3     Taxes. Fees are exclusive of taxes and Customer is responsible for all applicable government taxes. Docuflo, will charge taxes as required to do so by the government of the respective Customer.

6.0    Suspension

6.1     If Customer: (a) violates the Agreement; or (b) uses the Services in a manner that Docuflo reasonably believes will cause liability to Docuflo, then Docuflo may request that Customer suspend or terminate the applicable End User account or activities. If Customer fails to promptly suspend or terminate the End User account or activities, then Docuflo may terminate the Customer’s use of Docuflo Services.

6.2     Notwithstanding anything in the Agreement, if there is a Security Emergency, Docuflo may automatically suspend the use of the Services. Docuflo will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

7.0    Term

7.1     Services Term. The commencement of the subscription is effective from the date stated in the order form. This Agreement will remain in effect until terminated by Docuflo or Customer.

7.2     Automatic Renewals. Unless otherwise specified on the Order Form, the subscription to the Services will be automatically renewed for an agreed renewal term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term.

8.0    Termination

8.1     Generally. Either Party may terminate the Agreement, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; 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. Docuflo may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.

8.2     Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and Services granted by Docuflo to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its stored data, provided that Docuflo shall charge Customer for this extended access based on Docuflo’s then-current standard fees; and (c) Docuflo will delete any End User Accounts and stored data in Customer’s account at the end of a 60 days period following receipt of an Customer’s request to do so prior to termination of the Services.

8.3     Survival. The following sections will survive expiration or termination of the Agreement: 5 (Payment), 8.2 (Effects of Termination), 8.3 (Survival), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability).

9.0    Indemnification

9.1     Customer will indemnify, defend, and hold harmless Docuflo from and against all liabilities, damages, and costs (including settlement costs and attorneys’ fees) arising out of any claim against Docuflo and its Affiliates regarding: (a) Customer Data; or (b) use of the Services in violation of the Agreement.

9.2     Possible Infringement. If Docuflo believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Docuflo may: (a) obtain the right for Customer, at Docuflo’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Docuflo does not believe the options described in this section are commercially reasonable, then Docuflo may suspend or terminate Customer’s use of the affected Services, with a pro-rata refund of prepaid fees for the Services.

9.3     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 defence, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE DOCUFLO AND CUSTOMER’S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

10.0    Disclaimers

10.1     Generally. The Services are provided “as is.” except as expressly stated in the agreement, neither customer nor Docuflo make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement. Customer is responsible for using the Services in accordance with the terms set forth herein.

10.2     Docuflo do not warrant that the Docuflo Services will be uninterrupted, error free, completely secure, or that all defects will be corrected. Customer acknowledges that Docuflo do not control or monitor the transfer of data over the Internet, and that Internet accessibility carries with it the risk that your privacy, confidential information and property may be lost or compromised.

11.0     Limitation of Liability

11.1     Limitation on Indirect Liability. To the fullest extent permitted by law, except for Docuflo or Customer’s indemnification obligations, neither Customer nor Docuflo will be liable under the agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.

11. 2     Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of Docuflo, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its shareholding by providing written notice to Docuflo. Docuflo may not assign the Agreement without providing notice to Customer, except Docuflo may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its shareholding without providing notice. Any other attempt to transfer or assign is void.