Terms of Service

2.1 Provision

These Terms govern access to, and use of, the Services, and any associated Software, ordered by Customer through an Order Form or online registration. Customer may access and use the Services in accordance with the Terms.

2.2 Modifications

DoQshare may update the Services from time to time. If DoQshare changes the Services in a manner that materially reduces their functionality, DoQshare will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Terms. This termination right will not apply to updates made to features provided on a beta or evaluation basis.

2.3 Software

Generally. Some of the Services may allow Customer and End Users to download Software that may update automatically. DoQshare hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Terms. This license is non-transferable (subject to Section 16.2), irrevocable (except as set forth in Section 12), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.

Open Source. If any component of the Software is offered under an open source license, DoQshare will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some provisions of the Terms solely with respect to that component of the Software.

2.4 Service-Specific Terms

Certain Services, or portions thereof, may be subject to additional terms, including third party terms and conditions, that are specific to the particular Services. By accessing or using Services covered by any Service-Specific Terms, you agree to the applicable Service-Specific Terms. If there is a conflict between these Terms and the Service-Specific Terms, the Service-Specific Terms will control with respect to the applicable Services or portions thereof. Your use of the Services may also be subject to additional policies, guidelines, or rules we post on the Services or make available to you.

2.5 Reference Materials

DoQshare may make certain reference Materials, including without limitation templates, available through the Services. Such Materials are for informational purposes only and DoQshare makes no representations or warranties as to their validity, reliability or sufficiency. The Materials are not intended to (a) constitute legal advice or (b) create an attorney-client relationship. Customer acknowledges and agrees that each situation is highly fact-specific and requires a knowledge of both state and federal laws. Therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions.

2.6 DoQshare Rights

DoQshare reserves the right to access Customer's account as necessary in order to provide the Services. Further, Customer agrees that we may, but are not required to: (a) monitor the Services or Customer Data for violations of these Terms and for compliance with our policies; (b) refuse, restrict access to or the availability of, or remove or disable access to the Materials or Customer Data or any portion thereof, without prior notice to Customer, at any time for any reason (including upon receipt of claims or allegations from third parties or authorities relating to Customer Data), or for no reason at all; (c) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; or (d) manage the Services in a manner designed to protect our and third parties' rights and property or to facilitate the proper functioning of the Service.

2.7 Third Party Services and Materials

The Services may contain links to Third Party Services and Third Party Materials. DoQshare does not own, or operate these Third Party Services, and we do not endorse any Third Party Services or Third Party Materials. If Customer accesses or uses any Third Party Services or Third Party Materials: (a) Customer is solely responsible for this access and use; (b) DoQshare is not responsible for any act or omission of the third party or the availability, accuracy, the related content, products or services of Third Party Services or Third Party Materials; and (c) these Terms do not apply to the Third Party Services. Before accessing or using a Third Party Service, you should review the Third Party Service's terms and conditions, privacy policy, and all of Third Party Service's other documents, and inform yourself of the terms, policies, and practices of the Third Party Service.

3.1 Registration

In order to use the Services, Customers and End Users must first register with us through our on-line registration process and authenticate following the authentication protocols provided by Customer. Account information must be accurate, current, and complete, and Customer agrees to keep this information up-to-date. Account information will be governed by DoQshare Privacy Policy for the applicable Services.

3.2 End Users

Provisioning. Customer may provision End User Accounts up to the number of End User Licenses purchased through one or more Order Forms. Each End User Account requires a paid End User License, and End User Accounts may not be shared by multiple individuals.

Additional End Users. The Services may be configured to allow Administrators or End Users to purchase additional End User Licenses. Customer is responsible for understanding the settings and controls of the Services for purchasing End User Licenses and provisioning new End User Accounts. DoQshare will charge Customer the applicable pro-rated amount for additional End User Licenses based on Customer's then-current price unless otherwise set forth on the Order Form.

3.3 Customer Authentication

Customers are responsible for maintaining the confidentiality of the authentication methods they use to access the Services, including their Authentication Credentials. Customer and its End Users may not share the Authentication Credentials or, without DoQshare's permission, give others access to or transfer Customer's account or any End User Account.

3.4 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. The Services are not intended for End Users under the age of 13 in the United States or 16 outside of the United States. Customer will ensure that it does not allow any person under 13 within the United States or 16 outside the United States to use the Services. Customer is responsible for any activity using its account, whether or not Customer authorized that activity. You should immediately notify DoQshare in writing of any unauthorized use of your account by sending an email to support@doqshare.com.

3.5 Restrictions

Customer may access and use the Services only for lawful purposes. Customer will not (and will not allow any third party to):

• sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services, Software, or any End User Licenses available to any third party;
• use the Services in any unlawful manner (including in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components;
• modify, adapt or hack the Services to, or otherwise attempt to, gain unauthorized access to the Services or its related systems or networks;
• circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Materials or enforce limitations on use of Materials; or
• copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code.

Customer will comply with any codes of conduct, policies, or other notices DoQshare provides or publishes in connection with the Services, and Customer will promptly notify DoQshare if it learns of a security breach related to the Services.

4.1 Fees

Customer will pay DoQshare the Fees set forth in the Order Form. Fees are based on Services purchased and not actual usage. Payment obligations are non-cancelable and Fees paid are non-refundable, except as required by law or as otherwise set forth in these Terms.

4.2 Invoicing and Payment

Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to DoQshare and notifying DoQshare of any changes to such information.

4.3 Overdue Charges

If any invoiced amount is not received by DoQshare by the due date, then without limiting DoQshare's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) DoQshare may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2.

4.4 Suspension of Service

If any charge owing by Customer under this or any other agreement for Services is overdue, DoQshare may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, DoQshare will give Customer at least 10 days' prior notice that its account is overdue, in accordance with Section 15.1 ("Manner of Giving Notice"), before suspending Services to Customer.

4.5 Payment Disputes

DoQshare will not exercise its rights under Section 4.3 ("Overdue Charges") or 4.4 ("Suspension of Service") above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.6 Taxes

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If DoQshare has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.6, DoQshare will invoice Customer and Customer will pay that amount unless Customer provides DoQshare with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.1 Customer Data

Customer retains all ownership rights in and to Customer Data. Customer grants DoQshare and its Affiliates a worldwide, royalty-free, non-exclusive license to host, copy, transmit and display Customer Data, solely as necessary for DoQshare to provide the Services in accordance with these Terms. Subject to the limited licenses granted herein, DoQshare acquires no right, title or interest from Customer or Customer's licensors under these Terms in or to any Customer Data.

5.2 DoQshare Intellectual Property

Except as expressly set forth herein, DoQshare and its licensors exclusively own all right, title and interest in and to the Services and Software, including all associated Intellectual Property Rights. Customer acknowledges that the Services and Software are protected by copyright, trademark, and other laws. Customer will not remove, alter or obscure any proprietary notices (including copyright and trademark notices) of DoQshare or its licensors on the Services or Software or any copies thereof.

5.3 Feedback

Customer may from time to time provide DoQshare suggestions or comments for enhancements or improvements, new features or functionality or other concepts, suggestions, comments, improvements, or other feedback ("Feedback"). DoQshare will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Customer hereby grants DoQshare a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, commercialize and/or incorporate such Feedback into the Services and/or Software without any payment or attribution to Customer.

7.1 Term

These Terms will remain in effect until terminated in accordance with this Section 7. The term for each Service will be set forth in the applicable Order Form (the "Services Term"). Unless otherwise set forth in an Order Form, Services will automatically renew for additional periods of the same duration as the expiring Services Term (each a "Renewal Term"), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Services Term.

7.2 Termination for Cause

A party may terminate these Terms for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

7.3 Termination for Convenience

Customer may terminate these Terms or any Services for convenience at any time with 30 days' prior written notice to DoQshare. DoQshare may terminate these Terms or any Services for convenience with 90 days' prior written notice to Customer.

7.4 Effect of Termination

Upon termination of these Terms, (a) all rights and access to the Services will immediately terminate (including access to Customer Data), and (b) each party will return or destroy all Confidential Information of the other party. If Customer terminates these Terms for DoQshare's breach in accordance with Section 7.2, DoQshare will refund Customer any prepaid Fees covering the remainder of the Services Term after the effective date of termination. If DoQshare terminates these Terms for Customer's breach in accordance with Section 7.2, Customer will pay any unpaid Fees covering the remainder of the Services Term. In no event will termination relieve Customer of its obligation to pay any Fees payable to DoQshare for the period prior to the effective date of termination.

7.5 Data Export

During the Services Term, Customer may export Customer Data at any time. After termination or expiration of these Terms, DoQshare will have no obligation to maintain or provide any Customer Data, and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

8.1 Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms. DoQshare represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online DoQshare help documentation under normal use circumstances.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

9.1 By Customer

Customer will indemnify, defend and hold harmless DoQshare from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (a) Customer's or any End Users' use of the Services; (b) Customer's or any End Users' violation of these Terms; (c) Customer's or any End Users' violation of any rights of another party; or (d) Customer Data.

9.2 By DoQshare

DoQshare will indemnify, defend and hold harmless Customer from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of DoQshare's violation of these Terms or DoQshare's infringement of any third party intellectual property rights. DoQshare will have no indemnification obligation to Customer if the alleged infringement is based on (a) a combination of the Services with software, hardware, data or processes not provided by DoQshare, (b) Customer Data, (c) modifications to the Services not made by DoQshare, or (d) use of the Services in violation of these Terms.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Québec, Canada, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Québec, Canada.

13.2 Manner of Giving Notice

Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to Customer will be addressed to the system administrator designated by Customer for Customer's relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by Customer. Notices to DoQshare should be addressed to: DoQshare, Laval, Québec, Canada, Attn: Legal Department.

13.3 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in their entirety (including all Order Forms), without the other party's consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these Terms upon written notice. In the event of such a termination, DoQshare will refund to Customer any prepaid Fees covering the remainder of the Services Term of all Order Forms after the effective date of termination. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13.5 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.6 Privacy

Customer acknowledges that information you share with us may be collected, used, and disclosed as described in the Privacy Policy. Please carefully review our Privacy Policy to understand how DoQshare collects and uses personal information.

13.7 Entire Agreement

Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided.

13.8 Survival

The following will survive any termination of these Terms: Sections 1.5, 1.7, 3.3, 3.4, 4, 6, 7.4, 8, 9, 10, 11, 13, and 14; all indemnity provisions and all disclaimers and limitations of warranties and damages set forth in these Terms or otherwise existing at law all definitions used in the foregoing sections, regardless of where located; and all perpetual licenses granted under these Terms that are not expressly terminated.