External User Terms of Use

IF YOU ARE USING A NETDOCUMENTS SERVICE IN THE COURSE OF YOUR WORK FOR ONE OF NETDOCUMENTS' CUSTOMER ORGANIZATIONS THAT HAS EXECUTED A SERVICE AGREEMENT WITH NETDOCUMENTS THAT IS CURRENTLY IN EFFECT, THESE EXTERNAL USER TERMS OF SERVICE DO NOT APPLY TO YOU.

This External User Terms of Service (these "Terms of Use") states the terms upon which one or more NetDocuments services (collectively, the "Service"), offered by NetDocuments Software, Inc. or one or more of its affiliates (collectively "NetDocuments"), is provided to a user ("External User" or "You") accessing or using the Service at the invitation of a NetDocuments' Customer (as defined below). An External User is a person outside the Customer's organization who is given rights by the Customer to access some or all of the Customer's Service repository.

References to "Customer" mean an organization party to a then-current NetDocuments Service Agreement to use the Service on a fee-paying commercial basis. External User is not a third-party beneficiary of any agreement between NetDocuments and a Customer. As a condition of using the Service, You acknowledge and agree all data, documents, and information in the Service ("Customer Data") will be treated by NetDocuments as if it belongs to, and is controlled by, the Customer. The Customer is solely responsible to inform You of its policies regarding handling of Customer Data, including obtaining consent necessary for using, transferring, and processing Customer Data in accordance with applicable laws.

NetDocuments reserves the right at any time to modify these Terms of Use and to impose new or additional terms or conditions on the use of the Service by an External User. You will be notified of modified Terms of Use through Your user account.

External User must accept these Terms of Use in order to use the Service. You acknowledge that Your electronic submissions constitute Your agreement and intent to be bound by these terms.

• User Registration Details
  In consideration of Your use of the Service, You agree to provide accurate, and complete registration information, and to maintain and promptly update such information to keep it current, and complete. You must be at least 18 years of age to accept these Terms of Use and to use the Service. NetDocuments will not use Your registration information for marketing purposes.
• Use of the Service
  NetDocuments' duties are owed to Customer. NetDocuments does not charge a fee to External Users and NetDocuments disclaims any and all liability to External User. Except for any duty owed by Customer to any External User, use of the Service is at External User's sole risk. NetDocuments reserves the right to modify the Service, in whole or part, in its sole discretion and without notice to External User. Your account is to be used solely by You. Use of an account by more than one person violates these Terms of Use.
  
  External User shall:
  a. Maintain the confidentiality of Your password and account and monitor activity conducted through Your account.
  b. Use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service.
  c. Notify Customer and NetDocuments immediately of any unauthorized use of Your account or any breach of security.
  d. Comply with these Terms of Use, applicable law and government regulations, including export control, data privacy, and intellectual property laws, and terms of use applicable to third-party products You may access in connection with Your use of the Service.
  e. Ensure Customer Data is lawfully uploaded to the Service and does not violate any third-party's rights, including copyright, trademark, or other. intellectual property rights.
  f. Provide, configure and maintain all hardware and user-side software necessary to use and access the Service and Internet access, and ensure the foregoing provide sufficient capacity, performance and connectivity and meet the service levels recommended by NetDocuments.
  g. Maintain appropriate security, and protection of the devices accessing the Service.
  h. Use the Service only for the internal business purposes of the Customer that invited You to access the Service.
  i. Except as permitted by applicable laws that cannot be waived, not (i) share login credentials for the Service with any other person; (ii) transfer, copy, modify, sublicense, distribute, rent, lease, sell, convey, translate, disassemble, disable, hack, reverse engineer, decompile, frame, mirror, resell, disrupt or interfere the Service, features, functions, or performance thereof, or data or information contained therein; (iii) create derivative works from, build a product using ideas, features, functions, or graphics similar to the Service, or otherwise use the Service to compete with NetDocuments in any way; (iv) use the Service in any way that breaches the rights of any third party or violates any Law, including export control and data privacy laws; or (v) use the Service to store or transmit unlawful content.
  
  External User agrees that NetDocuments may access or disclose information about You or Your use of the Service to: (a) provide the Service, including to provide support to a Customer; (b) as required by applicable law; and (c) protect the rights, property or security of NetDocuments, its users, or a third-party.
  
• Termination of the Service
  External User's access and use of the Service may be terminated by NetDocuments and/or by the Customer at any time and without notice. NetDocuments does not owe any obligation to You with respect to any Customer Data You may have uploaded or otherwise transmitted to the Service.
• Intellectual Property and License Rights
  The Service uses proprietary and confidential information that is protected by United States and international copyright, trademark, patent, trade secret and/or other intellectual property or proprietary rights laws. NetDocuments or its licensors are the sole and exclusive owners of all intellectual property (including trademarks) in the Service, and You neither have nor acquire any ownership interest, license, lease, or right to the Service except as provided herein.
• No Warranty
  ALL SERVICES, INCLUDING ANY PRODUCTS, SOFTWARE OR SERVICES PROVIDED BY THIRD PARTIES, ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. NETDOCUMENTS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NETDOCUMENTS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. YOU ACKNOWLEDGE THE SERVICES MIGHT BE SUBJECT TO OCCASIONAL DELAYS, INTERRUPTIONS, AND OTHER ISSUES INHERENT TO INTERNET SERVICES, AND THAT THE SERVICES MAY CONTAIN DEFECTS AND/OR MAY NOT OPERATE UNINTERRUPTED OR ERROR FREE.
• Limitation of Liability
  IN NO EVENT SHALL NETDOCUMENTS, ITS AFFILIATES, DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS, EMPLOYEES, AND/OR AGENTS BE LIABLE UNDER THESE TERMS OF USE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR BREACH OF CONTRACT OR WARRANTY, OR FOR NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF NETDOCUMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NETDOCUMENTS' MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS RELATED TO OR ARISING OUT OF THESE TERMS OF USE, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, OR ANOTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED USD $100 IN THE AGGREGATE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. MULTIPLE CLAIMS SHALL NOT INCREASE ANY OF THE LIMITATIONS SET FORTH IN THIS SECTION 10.
  
  The limitations in this section shall apply to the maximum extent permitted by law
• Governing Law
  The Terms of Use and any dispute arising out of or relating hereto will be governed by the same governing law as the Service Agreement, without regard to conflict of law or the United Nations Convention on the International Sale of Goods. Exclusive jurisdiction over any dispute arising out of these Terms of Use will rest in the same courts identified in the Service Agreement. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover its reasonable costs and attorney's fees. If You want to know the governing law provisions of the Service Agreement, please direct Your question to the Customer or to NetDocuments using the details at the end of this document.
• Miscellaneous
  a. Any notices sent to You pursuant to these Terms of Service will be sent to the email address associated with Your account.
  b. You may not assign or transfer Your rights or obligations under these Terms of Use to any party. NetDocuments may assign these Terms of Use in their entirety and without Your consent to an affiliate of NetDocuments in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of NetDocuments' stock or assets.
  c. If any provision in these Terms of Use is held invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect.
  d. NetDocuments' failure to enforce any provision in these Terms of Use shall not be construed as a waiver of that provision.
  e. You agree in the event of Your use of the Service in violation of these Terms of Use, or the threat of either of the foregoing, NetDocuments shall be entitled to injunctive relief.
  f. The Terms of Use, including any terms incorporated by reference into the Terms of Use, constitute the entire agreement between You and NetDocuments and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
  g. NetDocuments reserves the right to modify the Services, these Terms of Use, and its privacy policy at its sole discretion and without notice to You. Your continued use of the Services after the effective date of any such modification will constitute Your acceptance thereof.
  h. Sections 2, 4, 6, 7, and 8 of these Terms of Use will survive any termination or expiration of the Terms of Use.
  i. For all purposes of these Terms of Use, the word "including" and related terms mean inclusion without limitation and do not limit the generality of the statements they qualify, and the word "or" is not exclusive and shall have the meaning commonly ascribed to the term "and/or."
• Australian Consumer Law
  Nothing in these Terms of Use shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by the Australian Consumer Law ("ACL") and which by law cannot be excluded, restricted or modified. NetDocuments' Services come with guarantees that cannot be excluded under the ACL. For major failures with the Services, Customer may be entitled:
  
  a. to terminate these Terms of Use with NetDocuments; and
  b. to a refund of Subscription Fees for any unused portion of the Services occurring after the termination, or to compensation for its reduced value in accordance with Exhibit B of the applicable Service Agreement.
  
  Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage, subject to the limitations of liability in Section 6. If the failure does not amount to a major failure Customer is entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to terminate the Service Agreement and obtain a refund of Subscription Fees for any unused portion of the Services occurring after the termination. This Section 9 applies only if Customer is domiciled in Australia.

Questions about these Terms of Use should be directed to:For Customers and External Users located in the North America, Central America, or South America:
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NetDocuments Software, Inc.
2500 W Executive Parkway, Suite 300
Lehi, Utah 84043

For Customers and External Users in the United Kingdom, European Economic Area, Africa, or the Middle East:
NetDocuments Limited
8th Floor Reading Bridge House
George Street
Reading RG1 8LS

For Customers and External Users in Australia, New Zealand, or Asia:
NetDocuments Australia Pty Limited
PO Box 1261
North Sydney NSW 2059
Australia
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Last updated: June 24, 2021