Terms of Service

Version and Effective Date of the Terms of Service

Effective date: 2023-08-01
Date of latest update and issuance: 2023-08-01

Please read the following Terms of Service (“Agreement”) carefully. Your use of our products means you have accepted this Agreement.

1. Introduction

DOC.AI is an AI company provides cloud based document digitalization service. These Terms of Service ("Terms of Service," "Agreement") governs your ("Customer," "User," "your," or "you") use of DOC AI Services. The Terms of Service is a legally binding agreement between the User and DOC.AI, ("DOC AI ", "we", "us", or "our").

BY ACCESSING, BROWSING, OR OTHERWISE USING THE SITE, YOU REPRESENT THAT: (a) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE, (b) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DOC AI, AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.

PLEASE NOTE THAT THIS AGREEMENT CONTAINS A BINDING AND MANDATORY CUSTOMER ARBITRATION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES. ANY DISPUTES RELATING TO THE AGREEMENT, YOUR ACCOUNT OR THE SERVICES PROVIDED BY US MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS.

2. Access to DOC.AI Cloud Based Technology

2.1 Subject to the receipt of the relevant Access Fees, the Company will provide access to the Cloud Based Technology ("Access") from the Start Date during the Term. The Customer may only access the Cloud Based Technology for its own business purposes. 

2.2 The Customer shall comply with these Terms of Use, any terms of use or service (including the acceptable use policy set out in the Acceptable Use Schedule) and privacy and/or cookies policy that the Company may provide to Customer or publish online on its Website, all of which are incorporated into these Terms of Use by reference. 

2.3 The Company shall provide Access Methods, through which the Customer can access the Cloud Based Technology. The Company grants the Customer a non-exclusive right to use the Access Methods for the purposes of accessing the Cloud Based Technology, and integrating it into the Customer's automation workflows via API calls during the Term. 

2.4 The Company shall provide Access with reasonable skill and care and will comply with applicable laws and regulations with respect to its activities under these Terms of Use. 

2.5 If the Company agrees to provide any additional services to Customer these will be set out in a separate agreement. 

2.6 The Customer is responsible for determining if the Cloud Based Technology and Access meet its needs, expectations and requirements. The Company: 

(a) does not warrant that the Customer's use of or access to the Cloud Based Technology will be uninterrupted or error-free; 

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Cloud Based Technology and the Access may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and 

(c) makes no warranties or other assurances as to the fitness for purpose of the Cloud Based Technology or Access or any Company Content. 

2.7 All other conditions, warranties or other terms which might be implied or incorporated into these Terms of Use are excluded to the fullest extent permitted by law, including any implied conditions, warranties or other terms as to the satisfactory quality and fitness for purpose.

3. Free Trials, Access Orders, Access Fees and Service Levels

3.1 The Customer may request a free trial to evaluate the DOC.AI service, which shall last for 60 days and 200 times from the date the Company confirms the Free Trial has commenced ("Free Trial Term") and which shall be governed by these Terms of Use ("Free Trial"). During the Free Trial Term, the Customer may make such use of the DOC.AI service as is reasonably required in order to evaluate it for future use in its business, but not for any other purpose (including for business and/or commercial use). The Company reserves the right to suspend, limit or extend a Free Trial at any time in its sole discretion.

3.2 An Access Order shall be entered into under and incorporate the terms of these Terms of Use. On valid execution of each Access Order the terms of that Access Order are incorporated into these Terms of Use and will not constitute a separate contractual relationship between the parties. No Access Order shall be valid or binding until properly executed by each of the Customer and the Company.

3.3 The Access Fees can be top-up during the Term if the Customer wishes to increase the maximum number of "pages" and/or otherwise increase the type or level of Access provided or in line with any other pricing mechanism agreed by the parties (in each case, as those terms are used in the relevant Access Order).

3.4 The Company may increase the Access Fees at the end of the Term and end of each Renewal upon the Company giving at least 30 days' notice to Customer prior to the end of the Term or Renewal Term (as applicable) (the "30 Day Period").

4. Payment

4.1 Unless otherwise agreed in the relevant Access Order, all sums due under these Terms of Use are payable in full with thirty (30) days, upon delivery of any invoice by the Company and without deduction, set off or withholding of any kind. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of any dispute and the Company shall make any adjustment due immediately upon such resolution.

4.2 If any sums due under these Terms of Use are not paid when due the Company may suspend the Customer's Access.

5. Customer's obligations

5.1 The Customer shall provide the Company with all necessary co-operation in relation to these Terms of Use and access to such information as may be required by the Company to provide Access. The Customer will be responsible for all activities that occur under the Customer's account.

5.2 The Customer will ensure that all users who access the Cloud Based Technology are aware of and comply with the terms and the policies and will notify the Company immediately if it believes that there is any breach of security such as the disclosure, theft or unauthorized use of any username or password.

5.3 The Customer may not attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Cloud Based Technology (but may use the Cloud Based Technology to operate embedded user interfaces and other similar features allowed by the Cloud Based Technology).

5.4 The Customer may only access the Cloud Based Technology for lawful purposes and may not process any data (including any Customer Data) illegally or in a manner which infringes the rights of any third party.

5.5 The Customer shall ensure that it takes all necessary steps to prevent any unauthorized access to, or use of, the Cloud Based Technology and notify the Company immediately of any such unauthorized access or use.

6. Intellectual Property Rights

6.1 The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Company's brands, trademarks and logos, the Cloud Based Technology, the Access and any Company Content. Except as expressly stated in these Terms of Use the Company does not grant the Customer any rights in respect of those rights.

6.2 Subject to clause 6.3, the Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data.

6.3 The Customer grants the Company, free of charge, a royalty-free, worldwide, non-exclusive license to use the Customer Data as is necessary to enable the Company to:

(a) provide Access;

(b) perform its obligations under these Terms of Use; and (iii) improve its services and offerings including training its personnel during and after the Term and include any Confidential Information received by Company from Customer in the form of documents and data associated with the documents into training data ("Training Data") for inclusion in the training dataset of the Company's Cloud Based Technology. Training Data shall be still owned by the Customer. For the avoidance of doubt: (a) Training Data shall be Confidential Information of the Customer; (b) any derivations of the Training Data produced by the Company shall be owned exclusively by the Company.

The Customer warrants that it owns the Customer Data and/or is otherwise entitled to grant the foregoing license. If these Terms of Use are terminated, the foregoing license will automatically terminate in respect of any future Customer Data, but not in respect of any Customer Data already provided.

6.4 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including provision of necessary information about the processing of Customer Data under these Terms of Use to data subjects if necessary.

7. Indemnities

7.1 The Customer hereby indemnifies the Company from and against all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Company as a result of, or in connection with, any Customer Data or the Company's receipt, possession and/or use, in accordance with these Terms of Use, of any Customer Data.

7.2 The Company will indemnify the Customer from and against all losses, damages, claims, costs, and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer because of any claim against the Customer by a third party that the Customer’s use of the Cloud Based Technology infringes the intellectual property rights of any person (save to the extent caused by the Customer Data).

8. Confidentiality

8.1 Neither party shall without the consent of the other during the term of these Terms of Use (or for a period of 10 years following disclosure of the particular Confidential Information) disclose the other party's Confidential Information and only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms of Use.

8.2 Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under these Terms of Use and complies with those obligations as if it were a party to these Terms of Use.

8.3 The confidentiality restrictions do not apply to Confidential Information (but excluding Personal Data):

(a) which is in or comes into the public domain other than through breach of these Terms of Use;

(b) insofar as it comes lawfully into the possession of the recipient party from a third party;

(c) which the recipient party can prove was already known to it before its receipt from the providing party;

(d) to the extent that it is required to be disclosed by law or the requirements of any recognized stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether having the force of law.

8.4 The Company acknowledges that the Customer Data is the Confidential Information of the Customer, and the Customer acknowledges that details of these Terms of Use, Access Fees, and the Company Content, are the Confidential Information of the Company.

9. General

9.1 Neither party shall have any liability or be deemed to be in breach of these Terms of Use for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs and lasts for more than 90 days either party may give written notice to the other to terminate these Terms of Use and neither party will have any liability to the other except that the Customer will remain liable for any unpaid Access Fees for services already rendered.

9.2 The failure or delay by either party to enforce the terms of these Terms of Use or to exercise any remedy or right shall not be treated as a waiver of any breach or right to enforcement or exercise. If any part of these Terms of Use is ruled illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of these Terms of Use shall not be affected.

9.3 The Customer shall not, without the prior written consent of the Company, assign any of its rights or obligations under these Terms of Use. These Terms of Use may not be varied except in writing signed by the authorised representatives of all the parties to these Terms of Use.

9.4 Neither party shall make or issue any announcement or public circular relating to the subject matter of these Terms of Use without the prior written approval of the other. Neither party shall, at any time during the Term and thereafter, make any public statements or representations, which may disparage the other party or otherwise adversely affect the other party’s reputation. The Company may use the name of the Customer and its logo as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of Customer.

10. Limitations of Liability
10.1 Please directly visit our websites to download the installation program of the software or learn any other safe downloading channels we have authorized. You or your specified users are required to create account and use Our Service through the official channels we provide, including the use of the software or visit to our websites. We are unable to guarantee the safety of your software, services and account if you are in violation of the aforementioned requirements on downloading and installation. In addition, we will not be liable for any loss incurred to you or any third party due to your use of unauthorized software, service or account.

10.2 You are required to use Our Products in a proper way. for the detailed functions and operations, please see the content of “Help” in the products. You may also contact us directly to obtain necessary help: info@docai.pro. You will be liable for any losses due to your improper setting or improper operation.

10.3 You fully understand that Our Products will involve Internet services and may encounter various risks such as force majeure which may cause the suspension of relevant services. We will use our best efforts to conduct timely repair, howsoever you shall be solely responsible for all losses incurred thereby, and we are not liable for the losses. Such risks include but not limited to the service interruption and disruption as a result of any of the following reasons:

(a) damage due to computer virus, Trojan or other malicious program, and hacker attack;
(b) a fault takes place in the software, system, hardware or communication lines of the terminal device of the users or DOCAI;
(c) accident, natural disaster or governmental act;
(d) users’ use of any services which are not provided or authorized by DOC.AI; or
(e) any other force majeure or factor beyond DOC.AI’s control.

10.4. We will not provide any guaranty of any kind for any unpredictable or uncontrollable technical defect in the product, service stability and any losses or damages thereby caused, unless otherwise required by law or regulation.

11. Amendment

We have the right to amend the provisions of this Agreement from time to time subject to the change of law and regulative policy and based on need of operation and development. If such amendments result in material reduction of your rights under this Agreement, before the amendments come into effect, we will notify you via reminder in distinct spot at the interface of Our Products, website announcement or email. Your continuous use of Our Products will be deemed as your acceptance of such update.

12. Update，Discontinuation, Suspension and Termination of Our Products

12.1 Our Service may be updated from time to time. Your specified users may at his/her own discretion decide whether to accept the updates or not. We do not guarantee providing your specified users with latest updated services if he/she does not accept the updates, and you shall be solely responsible for any loss that may be incurred.

12.2 You agree that we may, without prior notice, suspend or terminate the services if:

1) the personal information you provide is inaccurate, fake or illegal/valid;

2) you are in breach of this Agreement, or your specified users are in breach of this Agreement or other applicable agreement;

3) you fail to make sufficient payment to DOC.AI (if applicable);

4) we do so subject to law or requirements of competent authority;

5) other condition upon which we need to do so.

12.3 Within three months upon expiry of the termination of Our Service under the above section, we will retain the relevant data for you; during this period please download and backup the data. We will delete the data after the said three months if you do not subscribe the paid service then. Upon deletion of the data, your business account will be canceled. We, subject to law and regulation, reserve the right to completely delete all information in your business account, and we shall no longer undertake obligation to you.

13. Miscellaneous

13.1 All the headings used in these Terms of Service are inserted only so that the text is easy for reading. They do not have any actual meaning and should not be taken as the basis for the construction of these Terms of Service.

13.2 With regard to amendment to these Terms of Service, change of services or modification to any other important matters, we will make an announcement through our website or notify you via email, etc. Such notification shall be deemed as having been served upon release of the announcement or delivery of the email to your registered email.

13.3 We welcome your feedback in respect of Our Products. Unless otherwise expressly represented or subject to applicable laws, any feedback sent from you will be deemed as non-confidential contents. You agree that we may, at our own discretion, decide whether to release or publish such contents. And you agree to authorize us to use the same at no cost and to amend, adapt, adjust design or change related technical plans, or make any amendment as necessary.

13.4 If you have any comments on our services or the Terms of Service, you may contact us: support@docai.pro , and we will use our best efforts to provide you with timely and necessary assistance.