Service Terms Posted: August 5, 2015

Thanks for using eikondocs. These terms of service (“Terms”) cover your use and access to our services and websites (“Services”). This agreement (the “Agreement”) is between Eikon Tecnologia Ltda. (“Eikon”), a company located in São Paulo, Brazil and the organization agreeing to these terms (the “Customer”).

By clicking “I Agree”, you are agreeing to these Terms on behalf of your organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

Considering that

  • Eikon is an independent software company that provides eikondocs, a cloud-based platform for collaboration and document management, with primary focus on engineering projects.

  • eikondocs is based on Eikon Documents, an application software developed by Eikon since 1998.

  • Customer is an organization that may invite individuals (“End Users”) to access and use eikondocs services in accordance with this Agreement.

Eikon and Customer agree on:

1. Definitions

The following words and terms are defined as follows when used on this Agreement:

1.1 eikondocs represents the internet hardware and software infrastructure needed to provide the services of this agreement.

1.2 Content means the Customer documents stored in eikondocs by Customer invited End Users. Documents are composed by uploaded files and associated metadata.

1.3 Customer Account Information means the chosen plan, billing and contact information related to Customer subscription to eikondocs service.

1.4 Account Admin means you, the individual responsible for providing and keeping up to date the Customer Account Information.

1.5 Workspace means an isolated environment within eikondocs to hold all hosted Customer Content and related configurations.

1.6 Configuration means the parameters and definitions set on a Workspace to adjust it to Customer’s requirements.

1.7 Workspace Admin means the End User responsible for Workspace Configuration and for inviting users to collaborate and share Customer Content. Every workspace must have at least one Workspace Admin. The first Workspace Admin will be you, the individual who signed up for the Services in behalf of Customer.

1.8 User Admin is an End User empowered by a Workspace Admin to invite new End Users to collaborate and share the Customer Content. User Admins may also set up the roles to be played by End Users.

2. About the Services

2.1 Services are provided “as is”, without warranty of any kind, either express or implied, including without limitation any implied warranties of condition, uninterrupted use, merchantability, fitness for a particular purpose, or non-infringement.

2.2 Services will be provided using, at a minimum, industry standard security measures to transfer, store, and process Customer Content and Account Information. These are designed to protect integrity and guard against unauthorized or unlawful access to, use, and processing of Customer Data.

2.3 Customer agrees that Eikon may transfer, store, and process Customer Data in locations other than Customer’s country of origin.

2.4 Eikon may update eikondocs from time to time. Eikon will inform Customer about eventual modifications using the email address associated with the Customer Account.

3. Subscription plans and payments

3.1 An active Subscription Plan is required to access and use the Services.

3.2 Subscriptions are monthly based. Subscription fees are due on the 1st day of utilization and allow access and use of Services till the same day on the upcoming month.

3.3 Customer agrees to pay a monthly bill according to the subscripted plan. A subscription refers to a single Workspace, and may have restrictions on storage size and number of users, in accordance with pricing information published on eikondocs web site.

3.4 Customer will pay, and authorizes Eikon to charge using Customer’s selected payment method, for all applicable fees. Fees are non-refundable except as required by law. Customer is responsible for providing Eikon with complete and accurate billing and contact information.

3.5 When signing to a subscription plan, Customer must provide a unique Workspace name. This name can later be changed provided that it remains unique within eikondocs.

3.6 If Customer outreaches its current subscription plan limits it will be notified to adjust it by signing up for an adequate plan. Failing to adequate the subscription plan may lead to service limitation.

3.7 Eikon may, at its sole discretion, allow Services to continue in the event of non payment or non compliance to Workspace limitations.

3.8 Payments are to be made using the payment service providers listed on the pricing section of eikondocs website. At its sole discretion, Eikon may change payment methods in the future.

3.9 Customer has a free trial period of one month when signing up for a subscription plan. Payment service providers will automatically charge at the end of the trial period. To avoid the automatic subscription payments, Customer must cancel free trial and the scheduled subscription payment before the end of the free trial period.

3.10 Customer is responsible for all applicable taxes. Eikon will charge tax when required to do so. If Customer is required by law to withhold any taxes on its payments to Eikon, it must provide Eikon with an official tax receipt or other appropriate documentation.

3.11 Customer may cancel or change its Subscription Plan any time. Customers may downgrade their Subscription Plan only if current Workspace usage fits the new plan.

3.12 Cancellation or changes to Customer Subscription Plan may be done by its Account Admin on the Account Management page on eikondocs website.

3.13 Eikon may, at its sole discretion, decide to change the subscription’s monthly fee and other conditions. Eikon will provide Customer at least 30 days email notice prior to the date set for the event.

4. Agreement renewal and termination

4.1 This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until this Agreement is terminated.

4.2 Either Eikon or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 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 60 days.

4.3 If this Agreement terminates: (i) the rights granted by Eikon to Customer will cease immediately (except as set forth in this section); (ii) Eikon may provide Customer access to its account at then current fees so that Customer may export its Content.

4.4 In event of this agreement termination, Eikon may destroy all Customer Content, including backups, after 1 (one) month of termination.

4.5 The following sections will survive expiration or termination of this Agreement: Third Party Requests, Property Rights, Limitation on Indirect Liability, Disputes and Arbitration, and Miscellaneous.

5. Third Party Requests

5.1 Third Party Request means a request from a third party for records relating to an End User’s use of the Services including information in or from an End User or Customer’s Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure. Customer is responsible for responding to Third Party Requests via its own access to information, and will contact Eikon only if it cannot obtain such information despite diligent efforts.

5.2 Eikon will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Eikon’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Eikon may, but will not be obligated to do so.

5.3 Notwithstanding anything in this Agreement, if there is a Security Emergency Eikon may automatically suspend use of the Services. Eikon will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services

5.4 Eikon will not be responsible for security breaches on Customer data resulting from acts from End Users or Workspace Admins, nor criminal or irregular acts from third parties (e.g.hackers).

6. Customer Obligations

6.1 Customer is responsible for the use of the Services by its invited End Users. Customer and its End Users must use the Services in compliance with this Agreement.

6.2 Customer will obtain from End Users any consent necessary to allow Workspace and Users Administrators to engage in the activities described in this Agreement and to allow Eikon to provide the Services.

6.3 Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any.

6.5 Customer grants its User Admins and Workspace Admins the ability to grant or deny Customer End Users access to Customer Content. User Admins and Workspace Admins may also monitor, restrict, or terminate access of End Users to Customer Workspace.

6.6 Eikon responsibilities do not extend to the internal Workspace management or administration of the Services. Customer is fully responsible for: (i) maintaining the confidentiality of passwords for End Users, Workspace and User Admins accounts; (ii) ensuring that End Users, Workspace and User Admins’ use of the Services complies with this Agreement.

6.7 Only Workspace Admins have access to Workspace configuration.

6.8 Customer will not store in and share through the Services any materials that may be classified as pornographic, racist or holding any race, religion or gender prejudice as well as any data or materials that go against any legal restrictions, such as illegally obtained or unlicensed copyrighted material.

6.9 Customer will indemnify, defend, and hold harmless Eikon from and against all liabilities, damages, and costs arising out of any claim by a third party against Eikon and its affiliates regarding: (i) Customer Content; (ii) Customer’s use of the Services in violation of this Agreement; or (iii) End Users’ use of the Services in violation of this Agreement.

6.10 Customer agree to hold sole responsibility for the acts of its invited Users, User and Workspace Admins or any person who has valid credential to access the Services, exempting Eikon from any responsibility in such acts.

6.9 If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Eikon reasonably believes will cause it liability, then Eikon may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Eikon may do so.

6.10 Compliance to these restrictions and limitations must be observed at all times to preserve Services operation under the conditions stated in this agreement.

6.11 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 14. Customer will ensure that it does not allow any person under 14 to use the Services.

6.12 Customer will not (i) sell, resell, or lease the Services; (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor attempt nor assist anyone else to do so.

7. Eikon Obligations

7.1 Eikon will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs arising out of any claim by a third party against Customer based on an allegation that Eikon’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent or trademark right of the third party. In no event will Eikon have any obligations or liability arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Eikon and (ii) any content, information, or data provided by Customer, End Users, or other third parties.

7.2 Possible Infringement. If Eikon believes eikondocs services to infringe a third party’s Intellectual Property Rights, then Eikon may: (i) obtain the right for Customer, at Eikon’s expense, to continue using it in eikondocs; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify eikondocs so that it no longer infringes. If Eikon does not believe the options described in this section are commercially reasonable then Eikon may suspend or terminate Customer’s use of the affected Services (with a pro-rata refund of prepaid fees).

8. Property Rights

8.1 Eikon is the sole owner of eikondocs and remain sole proprietary of its related intellectual property rights, including but not limited to trademarks, logos, copyrights and software.

8.2 Except as expressly set forth herein, this Agreement does not grant (i) Eikon any Intellectual Property Rights in Customer Content or (ii) Customer any Intellectual Property Rights in eikondocs and Eikon trademarks and brand features. Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

8.3 Limited Permission. Customer grants Eikon only the limited rights that are reasonably necessary for Eikon to offer the Services (e.g., hosting the Customer Content). This permission also extends to the trusted third parties Eikon works with to offer the Services (e.g., payment provider used to process payment of fees).

8.4 Eikon may, at its sole discretion and for any purpose, use, modify, and incorporate into its products and services, license and sub-license, any feedback, comments, or suggestions Customer or End Users send eikondocs team or post in its pages or forums without any obligation to Customer.

9. Limitation on Indirect Liability

9.1 In no event will Eikon be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the services or this agreement, or by any loss of use, data, business, revenues, or profits, whether based on contract, tort (including negligence), strict liability or other theory, even if Customer was aware of the possibility of such damages, and even if a remedy fails of its essential purpose.

9.2 Eikon’s aggregate liability under this agreement will not exceed the lesser of the amount paid by customer to Eikon during the twelve months prior to the event giving rise to liability or US$ 60.000.

10. Disputes and Arbitration

10.1 Before filing a claim, the parties agree on trying to resolve the dispute by contacting the other party through the notice procedures provided in section 11.1. If a dispute is not resolved within 30 days of notice, Customer or Eikon may bring a formal proceeding.

10.2 Customer and Eikon agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. Arbitration may be held in any location both parties agree to in writing.

10.3 Either party may bring a lawsuit in the federal or state courts of São Paulo, Brazil 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 Eikon consent to venue and personal jurisdiction there.

10.4 Customer may only resolve disputes with Eikon on an individual basis, and will not bring a claim in a class, consolidated, or representative action.

11. Miscellaneous

11.1 Notices must be sent via first class mail, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the Account Admin email address and are deemed given when sent. Notices to Eikon must be sent to Eikon Tecnologia Ltda, Av. Pacaembu 1777, São Paulo, SP 01234-001, Brazil.

11.2 Eikon may revise this Agreement from time to time and the most current version will always be posted on eikondocs website. If a revision is material, Eikon will notify Customer by sending an email to the email address associated with the Account Admin. Other revisions may be posted to eikondocs Blog or Service Terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.

11.3 This Agreement, including Customer’s invoice and order form, constitutes the entire agreement between Customer and Eikon with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.

11.4 This agreement is governed by Brazilian law.

11.5 Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable. The remaining provisions of the Agreement will remain in full effect.

11.6 A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

11.7 Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without Eikon’s written consent. Eikon may not assign this Agreement without providing notice to Customer, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.

11.8 Eikon and Customer are not legal partners or agents, but are independent contractors.

11.9 Except for payment obligations, neither Eikon 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, labour condition, governmental action, and Internet disturbance).

11.10 There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.