Effective as of August 14, 2023
IMPORTANT-READ CAREFULLY: These Terms of Service ("Agreement") are a legal agreement between you, or an entity you are acting on behalf of, and Foxit Software Incorporated and its authorized affiliates (hereinafter "Foxit"). You may only use the Products and/or Services if you are (a) over 13 years old and (b) allowed by applicable law to enter into a binding contract. The Agreement governs your use and access to Foxit’s websites and web-based services (“Services”) link to this Agreement, as well as your installation and use of any software products (“Products”), including, without limitation, mobile and desktop applications, and related documentation. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR USING ANY OF THESE PRODUCTS AND/OR SERVICES YOU AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU DO NOT HAVE ANY RIGHTS TO THE PRODUCTS AND/OR SERVICES AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCTS.
1. THE APPLICABLE AGREEMENT
1.1 Entire Agreement. The Agreement, including Foxit's support and maintenance services terms and the additional terms as indicated by each Products and/or Services (“Additional Terms”) constitutes the entire and exclusive agreement between you and Foxit concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter. If there is any conflict between the Agreement and the Additional Terms, then the Additional Terms shall govern in relation to the specific Products and/or Services. The Additional Terms are subject to change as described in Section 1.3 below.
Foxit Additional Terms:
1.2 The Agreements of Third-Party Products and Services. You acknowledge and agree that Foxit may make third-party products and/or services (including plug-ins and extensions) available to you through the Products and/or Services. Third-party products and services are not Products and Services as defined in the Agreement and your use of such third-party products and services is solely between you and the third party. You are responsible for complying with all applicable third-party terms and conditions. Specifically, when you’re using the AI feature in the Products and/or Services, for example, the AI Assistant in the Foxit Editor Cloud, you understand that you should be eligible to use such service as requested by laws and regulations, and use it abide by all the applicable policies and documentations of Azure OpenAI. You understand AI service includes a content management system that works to filter content. In the event of your violation, Foxit may ask you to take immediate action to remediate the issue and to prevent further abuse. Failure to address the issue may result in suspension or termination of such AI service resource access. Furthermore, the suspension or termination of Foxit Products and/ or Services.
1.3 Updates to the Agreement. Foxit may make changes to the Agreement from time to time and if we do, we will notify you by revising the date at the top of the Agreement and, in some cases, we may provide you with additional notice. You should look at the Agreement from time to time. Unless otherwise specified, the amended terms shall be effective immediately and your continued use of the Products and/or Services confirm your acceptance of the changes. If you do not agree to the amended terms and conditions, you shall stop using the Products and/or Services and terminate the Agreement.
2. ACCOUNT
2.1 Account and Security. You may be required to create an account to use the Products and/or Services. You are solely responsible for the security of your password and for any use of your account. You shall not (a) share your account information intentionally or unintentionally; or (b) use another person’s account. You are responsible for keeping your account contact information up to date to receive notices that Foxit may send you related to the account security. Under no circumstance shall Foxit assume responsibility for any loss that you may sustain due to a compromise of your account log in credentials or your failure to abide by the Agreement.
2.2 The Cancellation of account. You may cancel your account anytime by writing to Foxit support or operating as indicated by the Products and/or Services pages. You are solely responsible for deleting your account along with the related account data. You will not be able to access any data or file after the termination of account.
3. LICENSE AND LIMITATION
3.1 License Grant. The Products and/or Services are licensed and not sold to you under this Agreement. Subject to the Agreement and applicable laws, Foxit grants you a non-exclusive, limited, revocable and nontransferable license to install, access and use the Products and/or Services that Foxit makes available to you.
3.2 License for Evaluation Use. Foxit may, at its own choice, provide you the “free trail” for the evaluation use. If you sign up for a free trial account with Foxit, you agree to receive communications regarding your trial account and other special offers from Foxit. The free trial version may not include all features of the Products and/or Services. Foxit reserves the right to suspend or cancel your free trial account without any cause.
3.3 Foxit’s Intellectual Property. Foxit and its Licensors remain the sole owner of all right, title and interest in and to the Products and/or Services, the accompanying printed/published materials, and any copies of the Products and/or Services. Except as specified in the Agreement, Foxit does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect to the items in the Products and/or Services.
3.4 License Limitation. You may not reverse engineer, decompile, or disassemble the Products and/or Services, except and only to the extent that it is expressly permitted by Foxit in written. You may not rent, lease, lend or transfer the Products and/or Services, or host them for third parties without the express written consent of Foxit. The Products and Services may include copy protection technology to prevent the unauthorized copying of the Products or may require original media for use of the Products and/or Services on the computer. All rights not expressly granted to You are retained by Foxit.
4. CONTENT OWNERSHIPS, LICENSE AND LIMITATIONS
4.1 User-Generated Content Ownership and License. While using these Products and/or Services, you may be able to upload content to the Products and/or Services, you retain all rights and ownership of your content, and Foxit will not claim any ownership rights to your content. However, Foxit requires certain licenses from you to be able to deliver the Products and/or Services. You grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others) and for the purpose of operating and improving the Products and/or Services. You agree that you will not: (a) violate, infringe, or misappropriate other people's intellectual property, privacy or other legal rights; (b) post or share anything that is illegal, abusive, harassing, or otherwise objectionable, including, but not limited to, the content that violates anyone's intellectual property rights; (c) transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; or (d) attempt to circumvent any technological measure implemented by Foxit.
4.2 AI-Generated Content Ownership. By accessing/using the third-party artificial intelligence (“AI”) features integrated in the Products and/or Services, you may need to provide your content (“Input”) and receive content generated and returned by the AI services (“Output”) based on your Input. Input and Output are collectively “Content”. Subject to your compliance with the Agreement, the AI service terms and conditions, and all the applicable laws, you own all its rights, title, and interest in and to Output. You are solely and completely responsible for Content, including for ensuring that it does not violate any applicable law. Furthermore, if such Output may create intellectual property or legal rights according to relevant applicable laws and statutory standards, the intellectual property and civil rights contained in the Output shall belong to you from beginning to end. You shall strictly comply with relevant applicable laws and public order, and good customs, ensuring that you do not infringe upon our or any third party’s legal rights.
You acknowledge and agree that due to the nature of machine learning, Content may not be unique across users, and the AI service may generate the same or similar Output. Other users may also ask similar questions (Input) and receive the same response (Output). Content that is requested by and generated for other users shall not be considered and claimed as Your Content.
4.3 Accuracy of AI-Generated Content. Given the probabilistic nature of machine learning, using AI features integrated in the Products and/or Services may, in some situations, result in incorrect Output that does not accurately reflect real people, places, or facts. You shall evaluate the accuracy of any Output as appropriate for your use case, including by using a human review of the Output. If you suffer any loss or adverse effects due to using the Output content, you shall be solely responsible, and Foxit shall not assume any responsibility or loss. You hereby declare and undertake not to claim or assert any rights against Foxit or AI service provider.
5. DATA AND PRIVACY
When using the Products and/or Services, you may choose to share data with Foxit and Foxit may collect and use the data provided as a part of any such support services related to the Products and/or Services. For details about how Foxit collects, uses, shares or otherwise processes data about you and your use of the Products and/or Services, please see our Privacy Policy.
6. FEES AND PAYMENT
6.1 License and Payment. You agree your license begins as begins as soon as your initial payment is processed.
6.2 Taxes. The fees and all other amounts due as set forth in this Agreement are net amounts to be received by Foxit, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively, the "Taxes"), and are not subject to offset or reduction because of any Taxes incurred by you or otherwise due as a result of this Agreement. You shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this Section shall not apply to taxes based solely on Foxit's income. Foxit may collect and/or pay Taxes on your behalf subject to applicable law, you shall reimburse Foxit all these Taxes paid immediately upon Foxit's written notice.
6.3 Refund Policy. By using the Products or/and Services, you accept the Foxit Refund Policy. Unless explicitly set forth in this Policy, all fees and other amounts due under this Agreement are non-refundable. Unless otherwise agreed to by the parties, you shall pay all fees or amounts within 30 days of the date of the invoice. If You download or access the Products and/or Services from a third party, the refund policy of such third party may prevail.
6.4 Late Fee Policy. A late fee shall be charged as follows or the highest rate permitted under applicable law: (a) Any payment has been paid after the due date but within 30 days of the due date will incur a 5% penalty. (b) Any payment which has been paid after the due date but after 30 days and no more than 60 days of the due date will incur a 10% penalty. (c) Any payment which has been paid after the due date but after 60 days of the due date will incur a 15% penalty plus an interest rate of 10% APR which is calculated on proportion starting from the due date till the payment is fully paid. If you download or access the Products and/or Services from a third party, the late fee policy of such third party shall prevail.
7. YOUR OBLIGATIONS AND INDEMNIFICATION
7.1 Obligations. You shall use the Products and/or Services responsibly and warrant you will not: (a)access or attempt to access the Products and/or Services by any means other than the interface we provide or authorize; (b)circumvent any access or use restrictions put into place to prevent certain uses of the Products and/or Services; (c)share any content or engage in behavior that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful or otherwise objectionable; (d)share any content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other users; (e)attempt to disable, impair or destroy the Products and/or Services; (f)upload, transmit, store or make available any content or code that contains any viruses, malicious code, malware or any components designed to harm or limit the functionality of the Services and Software; (g) disrupt, interfere with, or inhibit any other user from using the Products and/or Services; (h) engage in fraudulent activities, such as payment and refund fraud; (i) use any data mining or similar data gathering and extraction methods in connection with the Products and/or Services; (j) artificially manipulate or disrupt the Products and/or Services; (k)create accounts for the purpose of violating the Agreement, including, but not limited to, creating fake accounts or for circumventing account termination; (l) use the Products and/or Services in violation of the applicable laws and the terms and conditions set forth in the agreements with Foxit.
7.2 Indemnification. You will indemnify Foxit and its affiliates, officers, partners, agents, employees, and licensors from any claims, demands, losses or damages, including reasonable attorney’ fees, arising out of, or related to your violation of the Agreement.
8. NO WARRANTY
THE PRODUCTS AND/OR SERVICES ARE PROVIDED TO YOU "AS IS". FOXIT, AND ITS AFFILIATES, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND LICENSORS, MAKE NO WARRANTY AS TO THEIR USE OR PERFORMANCE. FOXIT, AND FOXIT'S LICENSORS, MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO THE Products and/or Services, INCLUDING WITHOUT LIMITATION TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH REPRESENTATION, WARRANTY CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN YOUR JURISDICTION.
9. LIMIT OF LIABILITY
Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Foxit, and its affiliates, officers, partners, agents, employees, and licensors under any terms of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually received by Foxit from you for the Products and/or Services. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOXIT, AND ITS AFFILIATES, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCTS AND/OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF FOXIT, EVEN IF FOXIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. TERMINATION
10.1 Termination by You. You may terminate your use of the Products and/or Services at any time. Your Termination does not relieve you of any obligation to pay any outstanding fees associated with your use of the Products and/or Services, including but not limited to early termination fees as specified.
10.2 Termination by Foxit. Unless stated in the Agreement, Foxit may at any time terminate or suspend your right to use and access the Products and/or Services, without refunds for any pre-paid fees, in Foxit's sole discretion: (a) you breach any provision of the Agreement; (b) you fail to make the timely payment of fees for Products and/or Services, if any; (c) continuing to provide the Products and/or Services to you would violate any applicable law; (d) Foxit elects to discontinue or modify the Products and/or Services, in whole or in part due to change of law or other reason.
11. TRADE SANCTIONS AND EXPORT CONTROL COMPLIANCE
You agree to comply with all applicable foreign, federal, state and local laws and regulations governing your use of the Products and/or Services. Without limiting the foregoing, you will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. and other countries. For example, You shall not violate the U.S. Commerce Department's Export Administration Regulations (15 C.F.R. Part 730 et seq.), the Products or Services may not be exported or re-exported to certain countries (currently including, but not limited to, Cuba, Iran, Libya, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports (including those (a) on the Bureau of Industry and Security Denied Parties List or Entity List, (b) on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and (c) involved with missile technology or nuclear, chemical or biological weapons). Otherwise, any license to You shall be automatically terminated immediately whenever You behave in violation of any representation or warranty mentioned above.
12. COMPLIANCE WITH LICENSES
If You are a business, company or an organization, you agree that upon prior request from Foxit or its authorized representative You will within thirty (30) days fully document and certify that use of any and all Foxit Products and Services at the time of the request is in conformity with Your valid licenses from Foxit. Foxit is also granted a right to inspect Your records, systems and worksite to make sure the installation and use of any Foxit and Services does not violate any license from Foxit. If the inspection process reveals any incompliance of the license, you are obligated to purchase additional licenses, support, maintenance or other products and services from Foxit.
13. DISCONTINUING OR MODIFYING SERVICES
You acknowledge that Foxit has the right to discontinue the manufacture and development of any Products or Services support for that Products and/or Services in its sole discretion at any time, including the distribution of older product versions, provided that Foxit agrees not to discontinue the support for that Products and/or Services during the current annual term of any support agreement, subject to the termination provisions herein. Foxit reserves the right to alter the support, in its sole discretion but in no event, shall such alterations result in: (a) diminished support from the level of support set forth herein; (b) materially diminished obligations for Foxit; or (c) Your materially diminished rights.
14. MISCELLANEOUS
14.1 Governing Law and Dispute Resolution. The Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Jose, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
14.2 No Assignment. You may not assign this Agreement or any right or interest hereunder, by operation of law or otherwise, without Foxit's express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, the Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
14.3 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and may be replaced with other enforceable with the same essence and the other provisions of this Agreement will remain in full force and effect.
14.4 Notice. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery services, by email, or by certified mail at own expense, and in each instance, will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
14.5 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God, etc.
14.6 No waivers. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Should You have any questions concerning this Agreement, or if You desire to contact Foxit for any reason, please call (510) 438-9090.
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