- License. Subject to Your acceptance of and compliance with these Terms, Kofax, Inc. (“Kofax”) grants You a limited, non-exclusive, non-transferable, and revocable license to access and to use Kofax’s digital information exchange located at http://smarthub.kofax.com ,(the “Kofax SmartHub”) solely for Your internal business purposes, including following, viewing, browsing and exploiting links to assets and technology solutions posted on the Kofax SmartHub by Kofax and third party contributors, including data, information, third-party software, third-party or linked sites, services, and applications made available in conjunction with or through the Kofax SmartHub (collectively, “Content”). Kofax reserves all rights not expressly granted in these Terms and grants You no other licenses or other rights with respect to the Kofax SmartHub or any other content on the Kofax SmartHub. Any suggestions, ideas, comments, and other feedback regarding the Kofax SmartHub provided by You to Kofax may be used without any restriction or compensation to You.
- Use of the Kofax SmartHub. By using the Kofax SmartHub You acknowledge and agree to the Terms, represent and warrant to Kofax that You have and will comply with these Terms and all applicable laws and regulations, and that the only remedy for Your dissatisfaction with the Kofax SmartHub is to stop using it.
By using the Kofax SmartHub, You may access or use software or Content provided by Kofax, other contributors, users or third parties, including links to websites and services maintained by third parties. Your access to Content linked on the Kofax SmartHub and provided by contributors, users or other third parties may be subject to Your acceptance of license terms and Your payment of license and other fees as required by such contributors, users or other third parties. You will be responsible for installation and updating any Content which you acquire through the Kofax SmartHub, and Kofax does not guarantee that any Content linked at SmartHubor posted on the Kofax SmartHub will be free of (a) material You may find objectionable or otherwise inappropriate or (b) malware or other contaminants that may harm Your computer, mobile device, or any files therein. Kofax disclaims any responsibility or liability related to Your use of such software or Content.
You will not use the Kofax SmartHub for any purpose other than expressly permitted in these Terms, and further will not use the Kofax SmartHub in any manner which (a) disrupts the use of the Kofax SmartHub by Kofax or any other contributor or user of the Kofax SmartHub, (b) impacts the privacy, integrity or security of Kofax or any other contributor or user of the Kofax SmartHub, (c) is legally actionable between private parties, (d) violates any local, state, federal or international law or regulation, or (e) promotes third party software and services that are competitive to Kofax product offerings. You further will not use the Kofax SmartHub in any manner to (e) defame, stalk, harass or threaten others, (f) violate any intellectual property, privacy, or other rights or otherwise infringe or misappropriate another person’s intellectual property or other rights, (g) attempt to access any contributor’s or other user’s account, (h) interfere or harms attempts to interfere with or harm any contributor or other user, including, without limitation, overloading or spamming, or (i) send or facilitate disruptive commercial messages or advertisements to any person.
Your use of the Kofax SmartHub in violation of any of the foregoing restrictions will be grounds for Kofax immediately terminating Your license to and use of the Kofax SmartHub without providing You notice or opportunity to cure such violation. Kofax further in its own discretion and without notice may suspend, disable, or terminate Your access to and use of all or part of the Kofax SmartHub.
- Access and Security. If You create an account to use the Kofax SmartHub, You will provide Kofax with accurate and complete information. You are responsible for securely storing any credentials to access and use the Kofax SmartHub and will not (a) share Your username and password, let anyone access Your account, or do anything that might put Your account at risk, or (b) degrade, break or circumvent authentication or security measures or otherwise test the vulnerability of Kofax’s systems, networks or the Kofax SmartHub. You must notify Kofax immediately of any unauthorized use of Your account and any other breach of security by emailing us at [Smarthub@kofax.com]. Kofax will not be liable for any loss or damage due to Your failure to comply with this security obligation, and Kofax does not guarantee that unauthorized third parties will not be able to circumvent Kofax’s or its suppliers’ security measures.
- System Maintenance and Outages. Kofax or its suppliers may periodically schedule system downtime for the Kofax SmartHub for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Kofax and its suppliers have no responsibility for (a) the unavailability of the Kofax SmartHub, (b) any loss of materials, data, transactions or any other information or materials caused by such system outages, (c) the resultant delay, missed delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages, or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Kofax SmartHub, any internet service providers, any third party, or any internet facilities and networks.
The Kofax SmartHub and any Content made available in conjunction with or through the Kofax SmartHub are provided by Kofax and its affiliates, licensors and suppliers on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied. To the fullest extent permissible by law, neither Kofax, its affiliates, licensors or suppliers, nor their respective officers, directors, employees, shareholders, agents or representatives (“Kofax Parties”) make any express or implied representations or warranties to You or any other person or entity with respect to the Kofax SmartHub or any Content linked or posted thereon or otherwise made available in conjunction with or through the Kofax SmartHub, whether oral or written, express, implied or statutory. Kofax assumes no responsibility for any Content linked or posted to the Kofax SmartHub or otherwise made available in conjunction with or through the Kofax SmartHub, and does not warrant Your access to and use of the Kofax SmartHub or any Content linked or posted thereon or otherwise made available in conjunction with or through the Kofax SmartHub will be error free or uninterrupted, that errors or defects in the Kofax SmartHub or any Content linked or posted thereon or otherwise made available in conjunction with or through the Kofax SmartHub will be corrected, or that the Kofax SmartHub functionality will meet Your requirements. Without limiting the foregoing, any implied warranty or condition of merchantability or fitness for a purpose, and those arising in the course of dealing or usage of trade are expressly excluded and disclaimed to the maximum extent permitted by applicable law. Any implied warranties that by law cannot be disclaimed are limited in duration to the greater of (a) ninety (90) days from the date of your acceptance of these Terms, or (b) the shortest period permitted by law.
- Limited Liability. You release Kofax from, and Kofax disclaims any and all liability for any damages You incur arising from the use, download or other interaction with any Content posted, linked or otherwise available on the Kofax SmartHub. In no event will the Kofax Parties be liable to You or any other person or entity for any punitive damages or lost profits or other economic loss, lost or degraded data, interruption or loss of business, loss of goodwill, indirect, special, incidental, exemplary or consequential damages, however caused, in any way arising or resulting from Your access to or use of the Kofax SmartHub, inability to access or use the Kofax SmartHub, the performance or non-performance of the Kofax SmartHub, or any Content linked or posted thereon or otherwise made available in conjunction with or through the Kofax SmartHub, including the failure of essential purpose, regardless if Kofax has been notified by You of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. These limitations apply to all causes of action in the aggregate, including causes of action arising out of the termination of Your license to and use of the Kofax SmartHub, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, product liability and any other torts. To the extent permissible under applicable law, the Kofax Parties are not responsible for any loss or damage arising from Your failure to comply with these Terms or due to use of the Kofax SmartHub, either with or without Your knowledge, including due to someone else using Your access to the Kofax SmartHub.
- Indemnification. You will indemnify, defend and hold harmless the Kofax Parties against any loss, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims, action or proceeding based on (a) Your use or attempted access to or use of the Kofax SmartHub in violation of these Terms; (b) Your violation of any law or rights of any third party; or (c) your use, download or other interaction with any Content posted, linked or otherwise available on the Kofax SmartHub, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
- Termination. Kofax may, without prior notice to You, immediately terminate Your license to and use of the Kofax SmartHub if (a) Kofax has reasonable suspicion of Your breach or attempted breach of these Terms, (b) required to do so by law, or (c) Kofax elects to discontinue the Kofax SmartHub, in whole or in part (including ceasing access for specific users in Kofax’s sole discretion). Upon such termination Kofax may retain and use Your information as necessary to comply with its legal obligations, resolve disputes, and enforce our agreements. Termination of Your license to and use of the Kofax SmartHub will not excuse You from fulfilling your obligations which by their terms or nature survive termination, including, without limitation, Your indemnification obligations, or terminate the limitation of liability provided in these Terms.
- No Assignment. You may not assign or otherwise transfer in whole or in part Your license and access to and use of the Kofax SmartHub without Kofax’s written consent, including any assignment or transfer incident to the acquisition of Your equity interests or merger or consolidation with another entity or by operation of law, and any such attempt will be void. Kofax may transfer its rights under these Terms to a third party without notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and assigns.
- Export Control. Your license and access to and use of the Kofax SmartHub are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Your Software and Content. You agree to comply with all such laws, restrictions and regulations.
- Governing Law. These Terms will be construed and governed in accordance with the internal laws of the State of Delaware, without regard to any rules of conflicts or choice of law provisions that would require the application of the laws of any other jurisdiction.
- Confidentiality and Non-Disclosure. Each party will maintain the confidentiality of and agrees to use the same care to prevent disclosure of, the confidential information and Personally Identifiable Information of the other party as it employs to avoid disclosure, publication or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. The receiving party further agrees to use the confidential information and Personally Identifiable Information of the other party only in connection with and in furtherance of the business transactions contemplated by these Terms. The receiving party may disclose confidential information and Personally Identifiable Information to its employees, directors, officers, affiliates, agents, subcontractors, attorneys, accountants or professional advisors, who have a need to have access to the confidential information and Personally Identifiable Information in carrying out the business transactions contemplated by this Agreement; provided, the receiving party will inform such persons of the confidential nature of the confidential information and Personally Identifiable Information and the applicability of this Agreement thereto, and will obligate and direct such persons to maintain the confidentiality of the confidential information and Personally Identifiable Information.
- Notices. All notices or other communications to Kofax under these Terms will be in writing and will be deemed to have been duly given upon delivery if delivered personally, or on the second day following the date such notice is mailed if mailed via registered mail, postage prepaid, to ATTN: Legal Department, Kofax at 15211 Laguna Canyon Road, Irvine, CA 92618, United States.