Terms of Service
Last updated: February 7, 2024
Welcome and thank you for your interest in Agiloft, Inc. (“Agiloft,” “we,” “our”, “us”, or the like). Please read the following Terms of Service (“Terms”) carefully as they apply to our websites and other services that Agiloft may make available from time to time. Website visitors are referred to in these terms as “Visitors” and individuals or entities who use the Service (defined below) or create an Agiloft account (“Account”) and their Authorized Users are collectively referred to as “Customers”. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.
1. Scope of the Terms
The Terms govern all access to and use of: (1) all websites where these Terms are posted, displayed, or referenced (“Websites”); (2) Agiloft applications or application plug-ins, whether available through an Agiloft Website or authorized third-party website meant to be used in connection with the Agiloft Product that link to or refer to these terms (“Applications”)*; and (3) resources, tools, or other materials provided by Agiloft through the Websites including, without limitation, community forums, blogs, white papers, press releases, datasheets, specification documents, and product information (“Materials”). Websites, Applications, and Materials are referred to collectively as the “Service” in these Terms.
Certain Services or sub-sites accessible via the Websites or authorized third-party websites may have their own terms and conditions specific to them (“Supplemental Terms”). By accessing or using those Services or sub-sites, you accept and agree to be bound by the applicable Supplemental Terms. These Terms will apply and remain in effect with respect to those Services and sub-sites, provided that, to the extent these Terms conflict with or are superseded by any such Supplemental Terms, the Supplemental Terms will govern and control as to those Services or sub-sites.
These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Service. If you are a paid Customer (“Paid Customer”) and you or your organization is bound by a separate agreement with Agiloft (“Customer Agreement”) then these Terms will apply to your use of the Service only to the extent that such use is not already governed by the applicable Customer Agreement. “Agiloft Product” as used in these Terms means the edition of the Agiloft product ordered by a Paid Customer made available to the Paid Customer on a subscription basis, including optional add-on modules, that is subject to the Customer Agreement.
2. Acceptance of the Terms
By using the Service, you accept and agree to follow and be bound by these Terms (whether on behalf of yourself or an entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that may be posted on the Service. If you do not agree to these Terms, you must stop using the Service.
The Service is for use by businesses. You must not use or access the Service if you are a minor (meaning an individual who is under the age of majority in the territory in which you are a resident).
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
3. Changes to the Terms and Service
At its sole discretion, Agiloft may modify the Terms at any time with or without notice to you (“Modified Terms”). Modified Terms will be effective when posted by Agiloft. Your continued use of the Service after the posting of Modified Terms is your acceptance of those Modified Terms. If you do not agree to the Modified Terms, you must stop using the Service. At its sole discretion, Agiloft may modify, suspend, or discontinue the Service, or any portion thereof, at any time with or without notice to you.
4. Use of the Service; Termination or Suspension
Upon your acceptance of these Terms, we grant you a limited, revokable, non-exclusive, non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms.
Permission for you to use any Agiloft-owned white papers, press releases, datasheets, specification documents, FAQs, etc. (“Documents”) made available as Materials via the Websites is granted, provided that (a) you retain all copyright and other proprietary notices on the Documents, (b) you use Documents only for your informational and non-commercial personal use, (c) the Documents will not be copied or posted on any network computer or broadcast in any media, (d) no modifications will be made to any Documents, and (e) you are otherwise in compliance with these Terms. Any other use of the Documents requires the express written permission of Agiloft, which may be withheld at Agiloft’s sole discretion.
Applications made available by Agiloft through its Websites or authorized third-party websites are the copyrighted work of Agiloft or its licensors and only intended for use in connection with the Agiloft Product. Use of such Applications is governed by these Terms or, for Paid Customers, under the relevant Customer Agreement. Unauthorized reproduction or distribution of Applications is expressly prohibited.
You may terminate your use of the Service at any time by ceasing further use of the Service. Agiloft is also free to terminate (or suspend access to) your use of the Service or your Account (defined below), at its sole discretion.
5. Intellectual Property Rights
You acknowledge and agree that Agiloft or its licensors own all legal rights, title, and interest in and to the Service, and that the Service is protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Agiloft, (a) no license rights or other rights are granted to you under any patents, copyrights, trademarks, or trade secret information, whether by implication, estoppel or otherwise, and (b) you may not modify, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell the Service, in whole or in part. Any unauthorized use of the Service may infringe Agiloft or a third party’s copyright rights, trademark rights, or other proprietary rights, may violate laws relating to privacy and publicity, and may result in civil or criminal liability. For the avoidance of doubt, nothing in these Terms is intended to, or will, provide any license, right, title, or interest in and to the Agiloft Product.
You agree that you will not use the Service for any purpose that is unlawful or prohibited by the Terms. The following restrictions are in addition to any other restrictions contained in these Terms or applicable Supplemental Terms.
You must not use the Service to:
- Stalk or otherwise harass or harm another or upload, post, email, transmit, or otherwise make available any content that is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
- Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with another person or entity; or
- Upload, post, email, transmit, or otherwise make available (“Post”) any content that: (1) you do not have the right to make available under any law or under contractual or fiduciary relationships; (2) infringes or misappropriates any patent, trademark, trade secret, copyright, or any other proprietary rights of Agiloft or any third party; (3) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or (4) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service, or the servers or networks connected to the Service, or any of the Service. You must also not Post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
You must also not:
- Circumvent, remove, disable, or otherwise interfere with security-related features or other features that prevent or limit access to or use of the Service or otherwise attempt to gain unauthorized access to the Service or systems or networks connected to the Service;
- Remove any copyright or other proprietary rights notices placed upon the Service or any part thereof;
- Use the Service for benchmarking, or to compile information for a product or service or to create products or perform services which compete or interfere with those of Agiloft;
- Decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Service, in whole or in part, except to the extent these restrictions are prohibited by applicable law and then only upon advance notice to Agiloft;
- Download all or parts of the Service to create a collection of materials comprising all or a material subset of the Service or mine, data mine, or harvest metadata from the Service; or
- Attempt to do any of the foregoing.
You acknowledge that Agiloft has no obligation to monitor your – or anyone else’s – access to or use of the Service for violations of these Terms, or to review or edit any content. However, we have the right to do so at our sole discretion (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising). Failure to enforce this section in some instances does not constitute a waiver of Agiloft’s right to enforce it in other instances. This section does not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain any content or conduct that is prohibited by this section.
7. Security and Privacy
You acknowledge that, except as described in these Terms or applicable Customer Agreement, the information you provide to us or that we collect will be used and protected as described in our Privacy Notice.
Access to some parts of the Service may require that you establish a member Account and select a password. It is a condition of your use of the applicable Service that all the information you provide as part of registering for an account is accurate, current, and complete. Your account is personal to you. You are entirely responsible for maintaining the confidentiality of your password and Account. You may not permit any third party to use your Account, nor may you use anyone else’s Account at any time. Furthermore, you are entirely responsible for activities that occur under your Account. You agree to notify Agiloft immediately of any unauthorized use of your Account or any other breach of security in connection with your Account or your password.
Agiloft will not be liable to you or to any third party for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. We have the right to disable or suspend any Account at any time. You acknowledge and agree that if we disable access to your Account, you may be prevented from accessing the Service, your account details or any content which is contained in your Account.
8. Customer Content and Feedback
The Website may include functionality that allows you to transmit or submit Customer Content to Agiloft while using the Website or to post or display Customer Content on the Website. “Customer Content” means any content or materials that you provide, transmit, or submit to Agiloft using the Website or post, upload, or display on the Website. “Customer Content” includes but is not limited to user registration, participation, public sharing, posting, uploading, linking, downloading, transferring, viewing, blogging, commenting, chat room, bulletin board and forum participation, or submitting or transmitting user content, including but not limited to graphics, art, software, code, data, text, video, audio, opinions, descriptions, photographs, and pictures.
Agiloft does not claim ownership of Customer Content. However, unless otherwise agreed to in writing, Agiloft will be free to use, disclose, reproduce, license or otherwise distribute or exploit Customer Content without obligations or restrictions of any kind. Unless otherwise agreed to in writing by an authorized Agiloft representative, Customer Content you transmit or post to the Websites will be considered non-confidential and non-proprietary.
You acknowledge that Agiloft may or may not moderate or pre-screen Customer Content. Agiloft is under no obligation to post or use any Customer Content and reserves the right to remove Customer Content at its sole discretion. Agiloft does not endorse Customer Content and expressly disclaims any and all liability in connection with Customer Content. Agiloft will have no liability whatsoever related to Customer Content, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise.
Because internet transmissions are never completely private or secure, you acknowledge and agree that any Customer Content submitted or transmitted to or through the Websites may be accessed or intercepted by third parties.
To the extent that you or your Authorized Users provide Agiloft with comments, modifications, corrections, enhancements, suggestions, or other input related to the Service (“Feedback”), we will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in our sole discretion without any obligations or restrictions of any kind.
Trademarks. Any trade names, trademarks, service marks, logos, trade dress, and other brand features (“Trademarks”) displayed on or featured in the Service are the property of either Agiloft or third-party licensors. Nothing in these Terms grants you any license rights or other rights to use or display any such Trademarks.
Third-Party Materials. The Service may contain or link to third party materials. Such materials are not reviewed, approved, or endorsed by Agiloft and are provided solely as a convenience to you and you agree that any use of such third-party materials by you is at your sole risk.
No Legal Advice. The Service is provided for general information purposes only. Agiloft is not a law firm or a substitute for an attorney or law firm. Communications between you and Agiloft are subject to our Privacy Notice. Agiloft cannot and does not provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms, or strategies.
Language and Translations. Should Agiloft provide a translation of the English language version of these Terms, you agree that the translation is provided for your convenience only and that the English-language version of these Terms will govern and control.
10. Warranties Disclaimer
YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE, IN WHOLE OR IN PART, AT YOUR SOLE RISK. AGILOFT DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS AND WARRANTIES PERTAINING TO THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS, IMPLIED, OR STATUTORY) INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA.
You agree to indemnify, and at Agiloft’s election defend, Agiloft and each of its officers, directors, employees, contractors, agents, representatives, partners, affiliates, suppliers, and licensors (the “Indemnified Parties”) from actions, claims, or demands, and all losses, damages, liabilities, fees, fines, penalties, costs, and expenses (including, without limitation, attorney fees) arising from or related to your breach or violation of these Terms or content you make available on or through the Service. Agiloft may assume the exclusive defense and control for any claim for which you must indemnify the Indemnified Parties under this Section. You agree to cooperate fully with Agiloft, at Agiloft’s reasonable request, in connection with a claim that is subject to this Section. You agree not to settle or compromise any claim for which indemnity is owed under this Section without Agiloft’s prior written consent, which it may withhold or condition at its sole discretion.
12. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL AGILOFT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AFFILIATES, SUPPLIERS, AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT THE SERVICE OR THESE TERMS; OR
(II) LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY CONTENT IN OR ON THE SERVICE, ANY CHANGES MADE BY AGILOFT THERETO, OR ANY PERMANENT OR TEMPORARY CESSATION BY AGILOFT IN THE PROVISION OF THE SERVICE; OR (b) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
THESE LIMITATIONS ON LIABILITY WILL APPLY WHETHER OR NOT AGILOFT KNEW OF, WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
ANY CAUSE OF ACTION YOU MAY HAVE RELATED TO THE SERVICE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE.
The Service is controlled or made available from the United States by Agiloft. We make no representation or warranty that the Service is appropriate or available for use in other territories or that your access to the Service from the territory in which you are located is lawful. The Service is subject to United States export control laws and may also be subject to the laws of the country from which you access the Service. If you access or use the Service outside the United States, you are responsible for compliance with any applicable local law including, without limitation, export control laws.
The Terms constitute the entire agreement between you and Agiloft and govern your use of the Service. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. We may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, under these Terms. The waiver by either you or Agiloft of any breach of these Terms does not waive any other breach. Any claim relating to the Service will be governed by the laws of the State of Delaware and the United States, without regard to any conflict of law provision and each party will submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms will remain in full force and effect. Headers in these Terms are for convenience only and are not to affect the interpretation of these Terms.
14. Contact Us
* Agiloft Applications include: Agiloft Contract Assistant for Microsoft Word, Agiloft Contract Assistant for Microsoft Outlook, Agiloft for Gmail, and Agiloft for Google Docs. Applications available through third-party websites may be subject to additional terms and conditions governing access to and use of those third-party websites.