papermark/app/(static)/(legal)/terms/page.tsx

export default function TermsPage() {
  return (
    <div className="relative mx-auto bg-white px-4  pb-14 pt-48 text-black lg:px-8">
      <article className="prose prose-slate mx-auto">
        <h1>Terms of Service</h1>
        <p>Effective date: 26/04/2024</p>

        <p>
          These Terms of Service (“Terms”) constitute an agreement between
          Papermark (“Papermark,” “us,” “we” or “our”) and the party agreeing to
          these terms (“Customer,” “you,” or “your”). These Terms govern your
          access to and use of the Services. By accessing or using the Services,
          you accept these Terms, acknowledge that you have read and understand
          these Terms, and agree to be bound by these Terms. Please note that
          the Papermark Terms of Service, Papermark Business Agreement, the
          Papermark Privacy Policy, and any other terms found on the Papermark
          website do not apply to the Papermark Services.
        </p>
        <p>
          If you are entering into these Terms for use of the Services by an
          organization, you are agreeing on behalf of that organization. You
          must have the authority to bind that organization to these terms,
          otherwise you must not sign up for the Services.
        </p>
        <h2>1. Services</h2>
        <h3>1.1 Provision</h3>
        <p>
          These Terms govern access to, and use of, the Services, and any
          associated Software, ordered by Customer through an Order Form.
          Customer may access and use the Services in accordance with the Terms.
        </p>
        <h3>1.2 Modifications</h3>
        <p>
          Papermark may update the Services from time to time. If Papermark
          changes the Services in a manner that materially reduces their
          functionality, Papermark 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.
        </p>
        <h3>1.3 Software</h3>
        <p>
          <strong>a. Generally.</strong> Some of the Services may allow Customer
          and End Users to download Software that may update automatically.
          Papermark 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 8), non-sublicensable, and will be fully paid up upon
          Customer’s payment of the Fees.
        </p>
        <p>
          <strong>b. Open Source.</strong> If any component of the Software is
          offered under an open source license, Papermark 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.
        </p>
        <h3>1.4 Service-Specific Terms</h3>
        <p>
          Certain Services, or portions thereof, may be subject to additional
          terms, including third party terms and conditions, that are specific
          to the particular Services and are set forth in the Service-Specific
          Terms. 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.
        </p>
        <h3>1.5 Reference Materials</h3>
        <p>
          Papermark may make certain reference Materials, including without
          limitation an NDA, available through the Services. Such Materials are
          for informational purposes only and Papermark makes no representations
          or warranties as to their validity, reliability or sufficiency. The
          Materials, including the NDA, 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.
        </p>
        <h3>1.6 Papermark Rights</h3>
        <p>
          Papermark 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.
        </p>
        <h3>1.7 Third Party Services and Materials</h3>
        <p>
          The Services may contain links to Third Party Services and Third Party
          Materials. Papermark 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) Papermark 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.
        </p>
        <h2>2. Customer Obligations</h2>
        <h3>2.1 Registration</h3>
        <p>
          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 Papermark Privacy Policy for the
          applicable Services.
        </p>
        <h3>2.2 End Users</h3>
        <p>
          <strong>a. Provisioning.</strong> 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.
        </p>
        <p>
          <strong>b. Additional End Users.</strong> 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. Papermark 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.
        </p>
        <h3>2.3 Customer Authentication</h3>
        <p>
          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 Papermark’s
          permission, give others access to or transfer Customer’s account or
          any End User Account.
        </p>
        <h3>2.4 Unauthorized Use or Access</h3>
        <p>
          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
          Papermark in writing of any unauthorized use of your account by
          sending an email to support@papermark.io.
        </p>
        <h3>2.5 Restrictions</h3>
        <p>
          Customer may access and use the Services only for lawful purposes.
          Customer will not (and will not allow any third party to): (a)
          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; (b) 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; (c)
          modify, adapt or hack the Services to, or otherwise attempt to, gain
          unauthorized access to the Services or its related systems or
          networks; (d) 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 (e) 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 Papermark provides or publishes in connection with the
          Services, and Customer will promptly notify Papermark if it learns of
          a security breach related to the Services. Customer agrees not to
          access the Services by any means other than through the interface that
          is provided by Papermark for accessing the Services, unless otherwise
          specifically authorized by us in a separate written agreement signed
          by a Papermark authorized signatory.
        </p>
        <h3>2.6 Acceptable Use</h3>
        <p>
          When using the Services, Customer: (a) represents and warrants that it
          owns or has sufficient rights to upload Customer Data on or through
          the Services; (b) will not copy, upload, download, or share Customer
          Data unless it has the legal right to do so; (c) will not upload
          content that violates Papermark’s rights or any third party’s rights,
          including rights of privacy or publicity, Intellectual Property
          Rights, or contract rights; (d) will fully comply with any third-party
          licenses relating to Customer Data, including paying all royalties,
          fees and any other monies relating to content that is uploaded to the
          Services; (e) will not upload or submit content that (i) is
          defamatory, damaging, disruptive, unlawful, inappropriate, offensive,
          inaccurate, pornographic, vulgar, indecent, profane, hateful, racially
          or ethnically offensive, obscene, lewd, lascivious, filthy,
          threatening, violent, harassing, or otherwise objectionable; (ii)
          incites, encourages or threatens physical harm against another,
          including content that promotes racism, bigotry, sexism, religious
          intolerance or harm against any group or individual; or (iii) contains
          material that solicits personal information from anyone under 13 or
          exploits anyone in a sexual, violent or unlawful manner; (f) will not
          use the Services for any unlawful or unauthorized purpose including,
          collecting user names and/or email addresses of other users by
          electronic or any other means for the purpose of sending unsolicited
          email or other electronic communications, or engaging in unauthorized
          framing of, or linking to, the Services without prior express written
          consent signed by a Papermark authorized signatory; (g) will not
          upload or submit content that constitutes, contains, installs or
          attempts to install or promotes spyware, malware or other computer
          code, whether on Papermark’s or others’ computers or equipment,
          designated to enable you or others to gather information about or
          monitor the on-line or other activities of another party; (h) will not
          transmit chain letters, bulk or junk email or interfere with, disrupt,
          or create an undue burden on the Services or the networks or systems
          connected to the Services, including hacking into the Services, or
          using the Services to send unsolicited or commercial emails,
          bulletins, comments or other communications; and (i) will not
          impersonate any other person or entity, provide false or misleading
          identification, payment or address information, or invade the privacy,
          or violate the personal or proprietary right, of any person or entity.
        </p>
        <h2>3. Data</h2>
        <h3>3.1 Limitations</h3>
        <p>
          These Terms constitute Customer’s instructions to Papermark to process
          Customer Data. Papermark, Papermark personnel and its Subcontractors
          will only process, access, use, store, and transfer Customer Data as
          Customer instructs in order to deliver the Services and as specified
          in these Terms.
        </p>
        <h3>3.2 Backup and Retention</h3>
        <p>
          Customer is responsible for retaining and backing up Customer Data.
          Papermark will not be liable for any loss or corruption of Customer
          Data, or for any costs or expenses associated with backing up or
          restoring any Customer Data. Accordingly, Customer acknowledges that
          it bears sole responsibility for adequate backup and retention of
          Customer Data, and that it is Customer’s sole responsibility to use a
          secure encrypted connection to communicate with the Services if it
          wishes to protect transmission of data or files to Papermark.
          Papermark will have no liability to you for any corruption, deletion,
          destruction or loss of any of Customer Data.
        </p>
        <h3>3.3 Aggregate/Anonymous Data</h3>
        <p>
          Papermark may generate data that has been de-identified, anonymized
          and aggregated with other de-identified, anonymized data (including
          from other customers) based on Customer’s use of the Services and use
          such data for any of the following purposes: internal research and
          development; development of tools, methodologies, algorithms and
          processes; machine learning; risk management; fraud prevention;
          enhancing products, services and features; developing new products,
          services and features; and conducting and furthering Papermark
          business.
        </p>
        <h3>3.4 Compliance</h3>
        <p>
          Customer is responsible for retaining and storing Customer Data in
          compliance with applicable law. If Customer is legally required to
          retain or store copies of Customer Data, Customer must do so using its
          own facilities.
        </p>
        <h3>3.5 Data Transfer</h3>
        <p>
          Papermark may transfer Customer Data to and access, use, and store
          Customer Data in locations other than Customer’s country. To the
          extent Customer Data includes Personal Data that is subject to the
          CCPA or the GDPR that Papermark is Processing on Customer’s behalf,
          Customer and Papermark agree to the Papermark Data Processing
          Addendum, which is incorporated by reference into these Terms. The
          terms “CCPA”, “GDPR”, “Personal Data”, and “Processing” will have the
          meanings defined in the Papermark Data Processing Addendum.
        </p>
        <h2>4. Intellectual Property</h2>
        <h3>4.1 Reservation of Rights</h3>
        <p>
          Except as set forth herein, these Terms do not grant: (a) Papermark
          any Intellectual Property Rights in Customer Data; or (b) Customer any
          Intellectual Property Rights in the Services, Materials, or Papermark
          trademarks and brand features. Customer acknowledges that it is
          obtaining only a limited right to use the Services and that
          irrespective of any use of the words “purchase”, “sale” or similar
          terms, no ownership rights are transferred to Customer (or its End
          Users) under these Terms.
        </p>
        <h3>4.2 Limited Permission</h3>
        <p>
          Customer grants Papermark only the limited rights that are reasonably
          necessary for Papermark to deliver the Services in accordance with
          these Terms. This limited permission also extends to Subcontractors or
          Sub-processors.
        </p>
        <h3>4.3 Feedback</h3>
        <p>
          Please be aware that we may use any Feedback sent to us in any form or
          any manner without any obligation to Customer. By submitting Feedback
          to us, Customer: (i) assigns to Papermark all of its right, title and
          interest in and to all such Feedback; and (ii) agrees to provide any
          reasonable assistance necessary to document and maintain Papermark’s
          rights in the Feedback. In the event that such assignment is not
          valid, Customer agrees and grants to Papermark a royalty-free,
          worldwide, perpetual license to use or incorporate into the Services
          any Feedback.
        </p>

        <h2>6. Pricing and Payment</h2>
        <h3>6.1 Fees</h3>
        <p>
          Customer will pay Papermark or Customer’s reseller all applicable Fees
          in the currency and pursuant to the payment terms indicated on the
          Order Form or in the applicable agreement between Customer and
          Customer’s reseller. Customer authorizes Papermark, or Customer’s
          reseller, to charge Customer for all applicable Fees using Customer’s
          selected payment method, and Customer will issue the required
          purchasing documentation, if any. Fees are non-refundable except as
          required by law or as otherwise specifically permitted in the Terms.
        </p>
        <h3>6.2 Payment</h3>
        <p>
          Customer will pay Papermark invoices on the payment interval set forth
          in the Order Form. Papermark may suspend or terminate the Services if
          Fees are past due. Customer will provide complete and accurate billing
          and contact information to Papermark or to Customer’s reseller.
        </p>
        <h3>6.3 Taxes</h3>
        <p>
          Fees are exclusive of taxes and Customer is responsible for all Taxes.
          Papermark, or Customer’s reseller, will charge Taxes when required to
          do so. If Customer provides Papermark or its reseller with a valid
          exemption certificate, Papermark will not collect the taxes covered by
          that certificate.
        </p>
        <h3>6.4 Withholding Taxes</h3>
        <p>
          Customer will pay Papermark or its reseller net of any applicable
          Withholding Taxes. Customer and Papermark, or Customer’s reseller if
          applicable, will work together to avoid any Withholding Tax if
          exemptions, or a reduced treaty withholding rate, are available. If
          Papermark or Customer’s reseller qualifies for a tax exemption, or a
          reduced treaty withholding rate, Papermark or Customer’s reseller will
          provide Customer with reasonable documentary proof. Customer will
          provide Papermark or Customer’s reseller reasonable evidence that it
          has paid the relevant authority for the sum withheld or deducted.
        </p>
        <h3>6.5 Auto-renewals and Trials</h3>
        <p>
          IF CUSTOMER HAS ALREADY PROVIDED A PAYMENT METHOD TO PAPERMARK FOR
          RECURRING CHARGES AND CUSTOMER’S ACCOUNT IS SET TO AUTO-RENEWAL OR IS
          IN A TRIAL PERIOD, PAPERMARK (OR CUSTOMER’S RESELLER) MAY CHARGE
          AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS
          CUSTOMER NOTIFIES PAPERMARK (OR CUSTOMER’S RESELLER, AS APPLICABLE)
          THAT CUSTOMER WANTS TO DISABLE AUTO-RENEWAL OR CANCEL THE SERVICES IN
          ACCORDANCE WITH SECTION 7.2. Papermark may revise Services rates by
          providing the Customer at least thirty days’ notice prior to the next
          charge.
        </p>
        <h3>6.6 Purchase Orders</h3>
        <p>
          If Customer requires the use of a purchase order or purchase order
          number, Customer: (i) must provide the purchase order number at the
          time of purchase; and (ii) agrees that any terms and conditions on a
          Customer purchase order will not apply to these Terms and are null and
          void. If the Customer is purchasing via a reseller, any terms and
          conditions from the Customer’s reseller or in a purchase order between
          the Customer and its reseller that conflict with the Terms are null
          and void.
        </p>
        <h2>7. Subscription Services</h2>
        <h3>7.1 Services Term</h3>
        <p>
          Unless otherwise set forth on the Order Form, the Services are sold on
          a subscription basis. Papermark will deliver the Services to Customer
          for the Services Term. Unless the parties agree otherwise in writing,
          any increases in quantities of Services purchased during any Services
          Term will have a prorated term ending on the last day of the
          pre-existing Services Term.
        </p>
        <h3>7.2 Automatic Renewals</h3>
        <p>
          Unless otherwise specified on the Order Form and subject to Section
          6.5, following the Initial Services Term or a Renewal Term, Customer’s
          subscription to the Services will automatically renew for a Renewal
          Term at the then-current quantity, unless either party gives the other
          written notice of termination to the other (in the case of Customer,
          via email to support@papermark.io) at least thirty days prior to the
          expiration of the then-current Services Term for subscriptions less
          than one year and at least sixty days prior to the expiration of the
          then-current Services Term for subscriptions of one year or more. If
          Customer has purchased the Services online via a self-serve mechanism
          and provided a payment method to Papermark for recurring charges,
          Customer may elect to terminate the Terms via the Admin Console prior
          to the day a Renewal Term begins. Papermark reserves the right to
          change our prices for any renewal subscription.
        </p>
        <h3>7.3 Additional Subscriptions</h3>
        <p>
          The Services may be configured to allow Administrators or End Users to
          purchase additional subscriptions or quantities of Services. Customer
          is responsible for understanding the settings and controls of the
          Services for purchasing additional Services. Papermark will charge
          Customer the applicable pro-rated amount for additional Services for
          the remainder of the then-current Services Term based on Customer’s
          then-current price unless otherwise set forth on the Order Form.
        </p>
        <h2>8. Termination</h2>
        <h3>8.1 Term</h3>
        <p>These Terms will remain in effect for the Term.</p>
        <h3>8.2 Termination by Customer</h3>
        <p>
          You may terminate your account by sending a cancellation request to
          support@papermark.io or by following the notice procedures for
          Subscription Services provided in Section 6.5 or Section 7.2, as
          applicable. Termination of your Account and these Terms will take
          effect after Papermark processes the cancellation at the conclusion of
          the then-current Services Term.
        </p>
        <h3>8.3 Termination by Papermark</h3>
        <p>
          Papermark may, in its sole discretion, immediately terminate these
          Terms and suspend Customer’s access to the Services if required to do
          so by law or for an egregious violation by Customer of Section 2.5 or
          Section 2.6 of the Terms.
        </p>
        <h3>8.4 Termination for Cause</h3>
        <p>
          Either party may terminate the Terms, including all Order Forms, if:
          (i) the other party is in material breach of the Terms and fails to
          cure that breach within thirty 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 days.
        </p>
        <h3>8.5 Effect of Termination</h3>
        <p>
          If these Terms terminate, except as set forth in this Section, the
          rights and licenses granted by Papermark to Customer will cease
          immediately. For a period of up to 30 days following termination,
          Papermark may, in its sole discretion, permit Customer to retrieve
          Customer Data from the Services. Papermark may delete Customer Data
          from the Services and Papermark will have no obligation to continue to
          store or permit Customer to retrieve Customer Data. Post-termination
          assistance from Papermark is subject to the mutual agreement of the
          parties, including fees and terms Papermark specifies for such
          assistance.
        </p>
        <h2>9. Representations and Warranties</h2>
        <p>
          Customer represents and warrants to Papermark that: (a) it has full
          power and authority to enter into these Terms, including, if you are
          using the Services on behalf of a business or entity, the authority to
          bind that business or entity to these Terms; (b) Customer’s use of the
          Services does not violate any applicable law or regulation; and (c)
          Customer’s collection, use, and disclosure of Customer Data through
          the Services will not violate third-party rights, including
          Intellectual Property Rights or any rights of privacy or publicity.
        </p>
        <h2>10. DISCLAIMER OF WARRANTIES</h2>
        <h3>10.1 Maintenance</h3>
        <p>
          The Service may be temporarily unavailable for scheduled maintenance
          or for unscheduled emergency maintenance, either by Papermark or by
          third-party providers, or because of other causes beyond our
          reasonable control.
        </p>
        <h3>10.2 Disclaimer</h3>
        <p>
          THE SERVICES, SOFTWARE, MATERIALS, AND ANY RELATED DOCUMENTATION ARE
          PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT
          PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE TERMS, PAPERMARK
          AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF
          ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
          WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR
          NON-INFRINGEMENT. PAPERMARK MAKES NO REPRESENTATION, WARRANTY OR
          GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR
          EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR
          PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY,
          UNINTERRUPTED OR ERROR-FREE. PAPERMARK WILL NOT BE RESPONSIBLE OR
          LIABLE IN ANY MANNER FOR ANY CUSTOMER DATA, THIRD-PARTY SERVICES,
          THIRD-PARTY MATERIALS, ANY CONTENT UPLOADED TO THE SERVICES BY ANY
          THIRD PARTY, OR NON-PAPERMARK SERVICES (INCLUDING FOR ANY DELAYS,
          INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER
          PROBLEMS CAUSED BY THESE ITEMS). CUSTOMER IS RESPONSIBLE FOR USING THE
          SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND
          BACKING UP ANY DATA ON THE SERVICES.
        </p>
        <h3>10.3 Beta Services</h3>
        <h4>10.3.1 Use In Customer’s Discretion</h4>
        <p>
          Despite anything to the contrary in the Terms: (a) Customer may choose
          to use Beta Services in its sole discretion; (b) Beta Services may not
          be supported and may be changed at any time without notice; (c) Beta
          Services may not be as reliable or available as the Services; (d) Beta
          Services have not been subjected to the same Security Measures and
          auditing to which the Services have been subjected; and (e) PAPERMARK
          WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA
          SERVICES – USE AT YOUR OWN RISK.
        </p>
        <h4>10.3.2 Feedback</h4>
        <p>
          Papermark offers Beta Services in order to get user feedback. In
          exchange for using Beta Services, Customer Agrees that Papermark may
          contact Customer and its End Users to obtain Feedback regarding Beta
          Services.
        </p>
        <h4>10.3.3 Confidential</h4>
        <p>
          Beta Services are confidential until officially launched by Papermark.
          Customer will take reasonable measures to keep information regarding
          the Beta Services confidential, including at least those measures
          Customer takes to protect its own confidential information of a
          similar nature. Customer will not disclose information regarding Beta
          Services to any third parties, and will keep new features and
          functionality confidential until officially launched by Papermark.
          Customer may disclose information regarding Beta Services to the
          extent required by law or regulation if Customer gives Papermark
          reasonable advance written notice, to the extent permitted, so
          Papermark can seek to prevent or limit the disclosure.
        </p>
        <h2>11. Limitation of Liability</h2>
        <h3>11.1 Limitation on Indirect Liability</h3>
        <p>
          TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PAPERMARK OR
          CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR PAPERMARK
          AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER
          THE TERMS 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.
        </p>
        <h3>11.2 Limitation on Amount of Liability</h3>
        <p>
          TO THE FULLEST EXTENT PERMITTED BY LAW, PAPERMARK’S AGGREGATE
          LIABILITY UNDER THE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER
          TO PAPERMARK HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT
          GIVING RISE TO LIABILITY. FOR FREE ACCESS SUBSCRIPTIONS OR BETA
          SERVICES, PAPERMARK’S TOTAL LIABILITY WILL NOT EXCEED, IN AGGREGATE,
          FIFTY U.S. DOLLARS ($50).
        </p>
        <h3>11.3 Failure of Essential Purpose</h3>
        <p>
          EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 11 IS A
          FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK
          BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING
          OUT OF OR RELATED TO THESE TERMS, ANY PAPERMARK SERVICES OR ANY
          RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT,
          TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN
          THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
        </p>
        <h2>12. Indemnification</h2>
        <p>
          Customer will indemnify and hold Papermark and its Affiliates harmless
          from and against any loss, liability, damage, penalty, fine, cost,
          fee, expense, claim, action or demand, including reasonable legal and
          accounting fees, arising or resulting from: (a) Customer’s breach of
          these Terms, including any breach of the representations and
          warranties set forth above; (b) Customer Data; or (c) Customer’s other
          access, contribution to, use or misuse of the Services, including,
          without limitation the Materials. Customer will cooperate with any
          reasonable requests to assist Papermark’s defense of such claim, suit
          or demand.
        </p>
        <h2>13. Copyright</h2>
        <p>
          Papermark will terminate the account and access rights of any
          copyright infringer in appropriate circumstances. If you are a
          copyright owner or the legal agent of a copyright owner, and you
          believe that any content on the Service infringes upon your
          copyrights, you may send us an email pursuant to our Digital
          Millennium Copyright Act Notice at dmca@papermark.io.
        </p>
        <h2>14. Disputes</h2>
        <h3>14.1 Informal Resolution</h3>
        <p>
          Before filing a claim, each party agrees to try to resolve the dispute
          by contacting the other party through the notice procedures in Section
          14.2. If a dispute is not resolved within sixty days of notice,
          Customer or Papermark may bring a formal proceeding.
        </p>
        <h3>14.2 Arbitration</h3>
        <p>
          Customer and Papermark agree to resolve any claims relating to the
          Terms or the Services through final and binding individual
          arbitration, except as set forth below. This includes disputes arising
          out of or relating to the interpretation or application of this
          “Arbitration” subsection, including its scope, enforceability,
          revocability, or validity. The arbitration will be held in a location
          both parties agree to in writing. The arbitrator may award relief only
          individually and only to the extent necessary to redress Customer’s or
          Papermark’s individual claim(s); the arbitrator may not award relief
          on behalf of others or the general public. Our past, present and
          future affiliates and agents may invoke our rights under this
          “Disputes” Section in the event they become involved in a dispute with
          you; otherwise, these Terms do not give rights to any third parties.
        </p>
        <h3>14.3 Exception to Arbitration</h3>
        <p>
          Either party may bring a lawsuit in the federal or state courts of
          Munich, Germany solely for injunctive relief to stop unauthorized use
          or abuse of the Services or infringement of Intellectual Property
          Rights without first engaging in the informal dispute notice process
          described above. Both Customer and Papermark consent to venue and
          personal jurisdiction there.
        </p>
        <h3>14.4 NO CLASS OR REPRESENTATIVE ACTIONS</h3>
        <p>
          Customer may only resolve disputes with Papermark on an individual
          basis and may not bring a claim in a class, consolidated or
          representative action. Class arbitrations, class actions, private
          attorney general actions and consolidation with other arbitrations are
          not allowed.
        </p>
        <h3>14.5 Severability</h3>
        <p>
          If any part of this “Disputes” section is found to be illegal or
          unenforceable, the remainder will remain in effect, except that if a
          finding of partial illegality or unenforceability would allow class or
          representative arbitration, this “Disputes” section will be
          unenforceable in its entirety. If you are found to have a non-waivable
          right to bring a particular claim or to request a particular form of
          relief that the arbitrator lacks authority to redress or award
          according to this “Disputes” section, then only that respective claim
          or request for relief may be brought in court, and you and we agree
          that litigation of any such claim or request for relief shall be
          stayed pending the resolution of any individual claim(s) or request(s)
          for relief in arbitration.
        </p>
        <h2>16. Miscellaneous</h2>
        <h3>16.1 Changes</h3>
        <p>
          Papermark may change these Terms from time to time. Customers can
          review the most current version of these Terms at any time at
          https://www.papermark.io/terms. The revised provisions will become
          effective once posted or on any effective date indicated in the
          posting, and you accept the revised provisions by accessing or using
          the Service after that date.
        </p>
        <h3>16.2 Assignment</h3>
        <p>
          Customer may not assign these Terms without the prior written consent
          of Papermark. Papermark may assign or transfer these Terms, in whole
          or in part, without restriction.
        </p>
        <h3>16.3 Notices</h3>
        <p>
          Notices must be sent via email. Notices to Papermark must be sent to
          Papermark at support@papermark.io.
        </p>
        <h3>16.4 Force Majeure</h3>
        <p>
          Except for payment obligations, neither Papermark nor Customer will be
          liable for inadequate performance to the extent caused by a condition
          that was beyond the party’s reasonable control (for example, natural
          disaster, act of war or terrorism, riot, labor condition, governmental
          action, and Internet disturbance).
        </p>
        <h3>16.5 Severability</h3>
        <p>
          If any provision of these Terms is found to be unenforceable or
          invalid, that provision will be modified or eliminated to the minimum
          extent necessary so that these Terms will otherwise remain in full
          force and effect and enforceable; and an enforceable term will be
          substituted reflecting our intent as closely as possible.
        </p>
        <h3>16.6 No Agency</h3>
        <p>
          No agency, partnership, joint venture, or employment is created as a
          result of these Terms and Customer does not have any authority of any
          kind to bind Papermark in any respect whatsoever; instead, our
          relationship is that of independent contractors.
        </p>
        <h3>16.7 No Third Party Beneficiaries</h3>
        <p>
          These Terms create no third party beneficiary rights to the Papermark
          product or to any third party product made available through the
          Service.
        </p>
        <h3>16.8 Headings</h3>
        <p>Section headings are for ease of reference only.</p>
        <h3>16.9 Customer Reference</h3>
        <p>
          Papermark reserves the right to use Customer’s name and logo for
          marketing or promotional purposes on Papermark’s website and in other
          communication with existing or potential Papermark customers.
        </p>
        <h3>16.10 Governing Law</h3>
        <p>
          These Terms will be governed by the law of the Germany. exclusive of
          its choice of law and conflicts of law provisions. Unless otherwise
          elected by Papermark in a particular instance, you expressly agree to
          submit to the exclusive personal jurisdiction of the federal and state
          courts located in Munich, Germany, for the purpose of resolving any
          dispute relating to your access to or use of the Service, subject to
          Section 14. The Convention for the International Sale of Goods will
          not apply. This may change and will be update.
        </p>
        <h3>16.11 Privacy</h3>
        <p>
          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 Papermark
          collects and uses personal information.
        </p>
        <h3>16.12 Entire Agreement</h3>
        <p>
          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.
        </p>
        <h3>16.13 Survival</h3>
        <p>
          The following will survive any termination of these Terms: Sections
          1.5, 1.7, 3.3, 3.4, 4, 8.4, 9, 10, 11, 12, 14, and 16; 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.
        </p>
        <h2>17. Definitions</h2>
        <p>
          “Administrator” means a Customer-designated End User who administers
          the Services to End Users on Customer’s behalf, through multiple
          tiers.
        </p>
        <p>
          “Admin Console” means the online tool provided by Papermark to
          Customer for use in administering the Services.
        </p>
        <p>
          “Affiliate” means any entity that controls, is controlled by or is
          under common control with a party, where “control” means the ability
          to direct the management and policies of an entity.
        </p>
        <p>
          “Authentication Credentials” means user names, passwords, and other
          authentication information.
        </p>
        <p>
          “Beta Services” means services or features identified as alpha, beta,
          preview, early access, or evaluation, or words or phrases with similar
          meanings.
        </p>
        <p>
          “Customer Data” means the data, information, documents, records, text,
          content and other materials that you upload, share, post, deliver,
          provide or otherwise transmit or store using the Services.
        </p>

        <p>
          “Effective Date” means the date these Terms are entered into by the
          parties, either by acceptance online or by the signing of an Order
          Form.
        </p>
        <p>
          “Electronic” means relating to technology having electrical, digital,
          magnetic, wireless, optical, electromagnetic, or similar capabilities.
        </p>
        <p>
          “Electronic Record” means a contract or other record created,
          generated, sent, communicated, received, or stored by Electronic
          means.
        </p>
        <p>
          “Electronic Signature” means an Electronic sound, symbol, or process
          made available by us executed or adopted by you to sign an Electronic
          Record.
        </p>
        <p>
          “End Users” means users of Customer’s Services account. End Users may
          include Customer’s and its Affiliate’s employees, consultants, agents,
          representatives, students, or any other person authorized by Customer
          to use the Services through Customer’s account.
        </p>
        <p>
          “End User Account” means an account provisioned by Customer through
          the Services for an End User.
        </p>
        <p>
          “End User License” means a user license purchased by Customer which
          enables Customer to provision an End User Account.
        </p>
        <p>
          “Export Control Laws” means all applicable export and re-export
          control laws and regulations, including the Export Administration
          Regulations (“EAR”) maintained by the U.S. Department of Commerce,
          trade and economic sanctions maintained by the Treasury Department’s
          Office of Foreign Assets Control, and the International Traffic in
          Arms Regulations (“ITAR”) maintained by the Department of State.
        </p>
        <p>
          “Feedback” means any feedback, comments, or suggestions on the
          Services that Customer or End Users may provide, including any
          comments or suggestions about our product, offerings, Service or Site
          that you upload in our forums. Feedback may include oral or written
          comments, suggestions, error reports, and analysis.
        </p>
        <p>
          “Fees” means the amounts invoiced to Customer or charged by Papermark
          in accordance with the Order Form.
        </p>
        <p>
          “Initial Services Term” means the term for the applicable Services
          beginning on the Provisioning Date and continuing for the duration set
          forth on the Order Form.
        </p>
        <p>
          “Intellectual Property Rights” means current and future worldwide
          rights under patent, copyright, trade secret, trademark, moral rights,
          and other similar rights.
        </p>
        <p>
          “Materials” means all of the content on the Service, including the
          trademarks, service marks, and logos contained on the Service, except
          for Customer Data.
        </p>
        <p>“NDA” means a non-disclosure agreement template.</p>
        <p>
          “Order Form” means an ordering document, order page, or user interface
          through which Customer purchases a subscription to, activates, or
          registers for the Services.
        </p>
        <p>
          “Privacy Policy” means the Papermark Privacy Policy available at
          https://www.papermark.io/privacy.
        </p>
        <p>
          “Provisioning Date” is the date upon which Papermark makes the
          Services available to Customer.
        </p>
        <p>
          “Renewal Term” means, unless otherwise agreed to in writing by the
          Parties, the renewal term of the same duration as the preceding
          Initial Services Term or previous Renewal Term.
        </p>
        <p>
          “Service-Specific Terms” means additional terms that apply to certain
          Services or certain features or portions of the Services, which may be
          attached to an Order Form or provided when Customer accesses or
          enables the applicable Services.
        </p>
        <p>
          “Services” means the Papermark services, which include: (a) the
          Papermark website (https://www.papermark.io); (b) the communication
          and information sharing services and related technologies, including
          the interactive features and features for communication with others,
          available through the website; (c) other services we make available to
          you as described in an Order Form; (d) Software; and (e) the
          Materials.
        </p>
        <p>
          “Services Term” means the Initial Services Term and all Renewal Terms
          for the applicable Services.
        </p>
        <p>
          “Software” means any software provided by Papermark as part of the
          Services, either directly by Papermark or through third party
          distribution channels such as app stores.
        </p>
        <p>
          “Subcontractor” means an entity to whom Papermark subcontracts any of
          its obligations under the Agreement.
        </p>
        <p>
          “Sub-processor” means an entity who agrees to process Customer Data on
          Papermark’s behalf, or on behalf of another Papermark sub-processor,
          in order to deliver the Services.
        </p>
        <p>
          “Taxes” means any sales, use, value added, goods and services,
          consumption, excise, local stamp, or other tax, (including but not
          limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind
          or nature excluding tax that is based on Papermark’s net income,
          associated with the Services or Software, including any related
          penalties or interest.
        </p>
        <p>
          “Term” means the term of these Terms, which will begin on the
          Effective Date and continue until the earlier of: (i) the end of all
          applicable Services Terms; or (ii) the Agreement is terminated as set
          forth herein.
        </p>
        <p>
          “Third Party Service” means a third-party service, application,
          website, or other resource.
        </p>
        <p>
          “Third Party Materials” means any materials, opinions, goods, or
          services made available through a Third Party Service.
        </p>
        <p>
          “Withholding Taxes” mean any income taxes that are imposed on
          Papermark or Customer’s reseller in which Customer is required by law
          to withhold or deduct on the payment to Papermark or Customer’s
          reseller.
        </p>
      </article>
    </div>
  );
}