Terms of Service
Switched On App Ltd (DOCURAIL), headquartered in London, UK(“DOCURAIL”, “Us” or “We”) provides DOCURAIL products, services and websites(collectively the “DOCURAIL Service”) to you, our client, and to all other persons authorized by you to use or access the DOCURAIL Service on your behalf, including any company you represent (collectively “you”), subject to your compliance with all terms, conditions and notices contained or referenced in this document (the “Terms”).
IMPORTANT NOTE:
Please read these Terms carefully. By using the DOCURAIL Service, you are stating that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you are not permitted to use the DOCURAIL Service. If you require an Enterprise or Partner agreement, please contact us to request this option.
1. No Resale of the DOCURAIL Service
You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion (except for your app designs and data, to which DOCURAIL agrees you retain all rights) of the DOCURAIL Service, use of the DOCURAIL Service, or access to the DOCURAIL Service. If you wish to pursue resale of the DOCURAIL Service, contact our sales team to discuss our Partner options.
2. Legal Use Only;
No Competitors You agree not to use the DOCURAIL Service to violate any local, state, national, or international law or regulation. You may not sign up to the DOCURAIL Service if you are currently employed by, or otherwise associated with, one of our identified competitors. This is to protect us against violation of intellectual property and to protect you from potential litigation from DOCURAIL.
3. Ownership and Responsibility for Your Apps
DOCURAIL does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials you create, submit or make available for inclusion on or through the DOCURAIL Service (your “App Data“). As between DOCURAIL and you, you own all rights to your App Data. DOCURAIL does not review apps that you create and you agree that you are solely responsible for all of your App Data.
4. Fees and Billing
(a) User License Fees.
Each user that is registered on the DOCURAIL Service is subject to a recurring user license fee. A unique, named user login is required and no sharing of logins is allowed. A user may use their login on more than one device but not simultaneously. Simultaneous use under a single login is a violation of our terms. Sometimes there is a need to provide for a generic type login, such as for a reception area. However, that login may only be used on one device at a time and cannot be shared between devices. User license fees are charged at the rates shown in the store of the DOCURAIL website.
(b) Subscription and Service Fees.
Any additional subscriptions and/or services, such as professional services (“Pro Services”), that you select are provided at the rates set forth in the Store of the DOCURAIL website.
(c) Invoicing and Automatic Renewal.
DOCURAIL charges on the first day of every month in advance for all existing users and services enabled on your account. We will promptly generate invoices for this billing and will charge your registered credit cardon the invoice due date. Your DOCURAIL licenses, subscription and/or services will automatically renew on the first day of each month until you cancel your account, which is done by emailing our support team.
(d) Value Added Tax, Sales Tax and Other Amounts.
Unless otherwise expressly stated, all fees are exclusive of local value added tax, sales tax, other taxes, duties and charges imposed or levied in connection with these Terms (“Taxes”). DOCURAIL will add any such applicable Taxes to your invoices as required by prevailing legislation. Without limiting the foregoing, you will be liable for any new Taxes imposed or levied in any relevant jurisdiction subsequent to commencing your DOCURAIL Service account.
(e) Fee Review.
DOCURAIL may periodically review fees, at which point DOCURAIL may increase or amend any such fee. Such reviews will occur no more than once within a continuous 12 month period. Where there is any net increase in the fees payable, DOCURAIL shall give no less than 30 days written notice to you of such increase.
5. Professional Services
You may purchase professional consulting or training services (“Pro Services”) from DOCURAIL to assist in your design for the DOCURAIL Service. You remain the “data controller” in this relationship, authorising our personal to design on your behalf only. As a result of Pro Services delivered under these Terms, DOCURAIL may generate ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”) which fall into one of two categories:a. Intellectual Property specifically related to the subject matter of DOCURAIL’s efforts under these Terms, and directly related to, or incorporated into, the work product to be produced by DOCURAIL and delivered to you under these Terms. Title to Intellectual Property described in this paragraph, that is developed solely by DOCURAIL, or jointly by DOCURAIL and you, shall remain in DOCURAIL at all times. DOCURAIL grants and you here by accept, a perpetual, worldwide, royalty-free, EXCLUSIVE license to use all such Intellectual Property as incorporated into the DOCURAIL work product; andb. Intellectual Property of general applicability, whether or not related to, or incorporated into, the work product to be produced by DOCURAIL and delivered to you under these Terms. Title to Intellectual Property described in this paragraph, including any Intellectual Property developed by DOCURAIL prior to or outside of these Terms, shall remain in DOCURAIL. To the extent such Intellectual Property is incorporated into work product to be produced by DOCURAIL and delivered to you, DOCURAIL grants and you hereby accept, a perpetual, worldwide, royalty-free, NON-EXCLUSIVE license to use all such Intellectual Property as incorporated into the DOCURAIL work product.
6. Payment of DOCURAIL Fees The default option for paying your DOCURAIL fees is by credit card. When paying by credit card, you warrant that the credit card information you provide is correct and you shall promptly update your credit card information upon any change. For more details about this, please see our billing policy here. You agree that if your payment is not received by the invoice due date, for any reason, DOCURAIL may suspend or cancel your DOCURAIL subscription.
7. Making changes to your account If you choose to downgrade, upgrade or otherwise change your DOCURAIL users, services or subscriptions, this may cause the loss of or addition to features or capacity on your account. To the extent permitted by applicable law, DOCURAIL does not accept any liability for such losses. Changes you make will usually only take effect from your next billing date.8. Spam, Scams, Phishing You agree that:
(a) DOCURAIL may terminate your account immediately if an app you created on the DOCURAIL Service is found to be linked or otherwise used inside or in connection with an unsolicited email.
(b) You will not use the DOCURAIL Service or any apps you create using the DOCURAIL Service for scamming purposes to attract, lure, or illegally obtain payment of any sort from others. Any account reported or found doing so will be immediately suspended.
(c) DOCURAIL may terminate your DOCURAIL Service immediately if an app you create is found to be deceptively or without proper authority obtaining sensitive or personal information (for example credit card details, social security numbers, user login credentials). All such activities are considered as Phishing and any account along with the violating apps and data will be suspended immediately.
9. Collecting Sensitive Information
You may not use the DOCURAIL Service to collect certain types of sensitive information, including but not limited to, credit card information and any type of login credentials. You may collect some sensitive information such as social security numbers, driver’s license numbers or Personal Health Information (“PHI”), but you are solely responsible for compliance with any data protection and privacy laws and regulations applicable to the sensitive information. To the extent you store PHI on the DOCURAIL Service, then the terms of the DOCURAIL Business Associate Agreement (“BAA”) will apply. Please contact our support staff to request an executable version of the BAA.
10. European and United Kingdom Data Collection
If you collect personal data in or from any person resident(or normally resident) in Europe or the United Kingdom, your actions occur under the prevailing EU data protection and privacy regulations and you are likely considered to be a “data controller”. You agree to ensure that your use of the DOCURAIL Service is compliant with prevailing EU data protection regulations. Should you qualify as a data controller under prevailing EU data protection and privacy regulations, you also acknowledge and agree to the DOCURAIL Data Processing Addendum (“DPA”), available upon request, and as updated from time to time.
11. Security
We maintain appropriate technical and operational measures, internal controls, and data security routines intended to protect your data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction. We are not responsible for the security of any data stored on any mobile device owned or controlled by you, your clients or any other Service users.
12. Privacy and Data Processing
By using DOCURAIL Services, you indicate acceptance of these terms and agree to our Privacy Policy, located on http://www.formsonfire.com/privacy-policy/. You agree that DOCURAIL shall process data on your behalf as necessary to provide you with the DOCURAIL Service, in accordance with our Privacy Policy, applicable data protection and privacy laws and, where applicable, the DOCURAIL Data Processing Addendum.
13. Copyright Infringement
DOCURAIL respects the intellectual property rights of others. Accordingly, DOCURAIL has a policy of disabling access to any DOCURAIL client that violates copyright law, suspending access to the DOCURAIL Service to any user who uses the DOCURAIL Service in violation of copyright law, and/or terminating in appropriate circumstances the account of any user or client who uses the DOCURAIL Service in violation of copyright law.
14. Trade marks
The phrase “DocuRail” and the DocuRail logo are registered trademarks of DOCURAIL. You may use such trademarks for your standard marketing promotions, provide that you agree to cease or alter such use at DOCURAIL’s request where such use is contrary to DOCURAIL’s branding policies. DOCURAIL may use Client’s business name and logo in an appropriate and acceptable manner for standard marketing promotions, provided that DOCURAIL agrees to cease or alter such use at Client’s request.
15. Termination
You agree that DOCURAIL may terminate your DOCURAIL Service membership or suspend your access to all or part of the DOCURAIL Service, without notice, if DOCURAIL determines, in its sole and absolute discretion, that you have violated these Terms. Further, you agree that DOCURAIL shall not be liable to you or any third party for removing your apps or suspending or terminating your access to the DOCURAIL Service. You may discontinue your participation in and access to the DOCURAIL Service at any time, in which case any pre-paid payments are non-refundable and any pending payments must be settled with us.
16. Modifications to these Terms
DOCURAIL may, in its sole and absolute discretion, change these Terms from time to time. DOCURAIL will post notice of such changes on the DOCURAIL website. If you object to any such changes, your sole recourse shall be to cease using the DOCURAIL Service. Continued use of the DOCURAIL Service following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
17. Modifications to the DOCURAIL Service
DOCURAIL reserves the right to modify or discontinue the DOCURAIL Service with or without notice to you. DOCURAIL shall not be liable to you or any third party should DOCURAIL exercise its right to modify or discontinue the DOCURAIL Service.
18. Email Communications
By giving your email address to DOCURAIL, you agree to receive administrative, announcements, newsletters, sales, and marketing emails from DOCURAIL. You can opt-out from these emails by clicking on the “unsubscribe” link at the end of the emails.
19. Links, Content and Resources
DOCURAIL’s provision of a link to DOCURAIL resources and/or any other website or internet resource is for your convenience only and doe snot signify DOCURAIL endorsement of such other web site or resource or its contents. DOCURAIL shall have no responsibility or liability for any information, software, or materials found at any other web site or internet resource.
20. Delivery of Emails
Notifications and Other Messages DOCURAIL goes to great lengths to ensure successful delivery of emails, push notifications and other messages generated on or by the DOCURAIL Service, however we do not guarantee successful delivery of these. You agree that DOCURAIL cannot be held responsible for any consequences of such delivery failure. This is because delivery is not solely controlled by DOCURAIL and is subject to a number of points of failure which can prevent delivery. See our support site for more information about why delivery cannot be guaranteed.
21. Service Availability
You agree that access to the DOCURAIL Service is reliant upon various factors outside of DOCURAIL’s control, including, without limitation, your internet service provider, global telecommunications links, our hosting and other service providers, and other factors which may impact upon the availability of the DOCURAIL Service. While we will use all reasonable endeavours to ensure that you have continuous access to the DOCURAIL Service and apps created thereon, we will not be liable to you or any other person for any loss or damage caused by unavailability of the DOCURAIL Service.
22. Disclaimer of Warranties
You understand and expressly agree that use of the DOCURAIL Service is at your sole risk. The DOCURAIL Service is provided on an “as is ”and “as available” basis. DOCURAIL expressly disclaims all warranties of any kind, whether express or implied, with respect to the DOCURAIL Service(including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). DOCURAIL makes no warranty that the DOCURAIL Service will meet your requirements, or that the DOCURAIL Service will be uninterrupted, timely, secure, or error free. You understand and agree that any material and/or information downloaded or otherwise obtained through the use of DOCURAIL is done at your own discretion and risk and that you will be solely responsible for any damage or consequential losses arising therefrom. No advice or information, whether oral or written, obtained by you from DOCURAIL or through the DOCURAIL Service shall create any warranty not expressly made herein.
23. Limitation of Liability
You understand and expressly agree that, to the extent permitted under applicable law, in no event will DOCURAIL or its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, or other intangible losses(even if such parties were advised of, knew of, or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the DOCURAIL Service.
24. Use in Life Critical Applications.
Client explicitly acknowledges that the DOCURAIL Service are not designed or intended for use in life critical applications and that DOCURAIL shall not be liable for any direct or indirect loss or damages arising from the use of the DOCURAIL Service in any life critical application(s) and that any use by Client of the DOCURAIL Service in life critical applications shall be at the sole risk of Client.
25. Non-Solicitation of Personnel; No Hire.
During the period beginning on the date you start using the DOCURAIL Service and ending on the third (3rd) anniversary of the date you discontinue using the DOCURAIL Service, you shall not, and shall not assist any other person to, directly or indirectly, (i) solicit, recruit or hire any employee, independent contractor or consultant of DOCURAIL (“Company Employee”), or any person who was an employee, independent contractor or consultant of DOCURAIL at any time during the 12-month period before the Closing, and (ii) solicit or encourage any Company Employee to leave the employment of DOCURAIL.
26. Resolution by Arbitration
This agreement requires the use of arbitration on an individual basis to resolve disputes, rather than injunctive legal actions, jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
27. Exclusions And Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations and disclaimers in these Terms may not apply to you. To the extent that DOCURAIL may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of DOCURAIL liability shall be the minimum permitted under such applicable law. Unless expressly provided otherwise, the limitation of liability shall not exceed the amount of the fees paid by you over the preceding 12 months, to use for the provision of the DOCURAIL Service.
28. Indemnification
You agree to indemnify, defend, and hold harmless DOCURAIL, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys. fees) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Submissions or any other content) you (or anyone using your account) submits, posts, or transmits through the DOCURAIL Service, (b) your (or anyone using your account’s) use of the DOCURAIL Service, (c) your (or anyone using your account’s) violation of these Terms, and (d) your (or anyone using your account’s) violation of any rights of any other person or entity.
29. Relationship of Parties
No joint venture, partnership, employment, or agency relationship exists between DOCURAIL and you as a result of these Terms or use of the DOCURAIL Service.
30. Customer Administration
Training Any customer that subscribes to the service or signs up for a free trial of the service, includes a complimentary, 45-minute training session on platform basics and administration. This service is recommended for users that will be managing your account, however it is not required. DOCURAIL provides many opportunities for customers to enrol, including, but not limited to the following: phone calls, email marketing, and offers throughout the platform itself.
31. Miscellaneous
These Terms constitute the entire and exclusive and final statement of the agreement between you and DOCURAIL with respect to the subject matter hereof and supersedes any prior agreements or negotiations between you and DOCURAIL with respect to the subject matter hereof. These Terms and the relationship between you and DOCURAIL shall be governed by the laws of the UK without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to these Terms or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1)arbitrator in King County, Washington, pursuant to the Commercial Rules of the American Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to the prevailing party. The failure of DOCURAIL to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavour to give effect to the intentions of DOCURAIL and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the DOCURAIL Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. All terms, as well as any limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the DOCURAIL Service.
