Sejda Terms of Service
Effective starting: April 20, 2018
This Agreement (the "Agreement") is between you and Sejda BV, a Dutch company registered with Chamber of Commerce Amsterdam under number 68286945 ("Sejda"). If you are agreeing to this Agreement not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to this Agreement. Sejda may modify this Agreement from time to time, subject to the terms in Section 16 (Changes to this Agreement) below.
By clicking on the "I agree" checkbox (or similar button) that is presented to you at the time of your Order, or by using or accessing Sejda Services, you indicate you agree to be bound by this Agreement.
Scope of the Agreement
Types of Sejda Products
This Agreement governs (a) Sejda’s downloadable software products, such as Sejda Desktop ("Software"), (b) Sejda’s hosted or cloud-based solutions, such as Sejda Web ("Hosted Services"). Software and Hosted Services, together with related Documentation, are referred to as "Products". Section 5 (Software Terms) applies specifically to Software, and Section 6 (Hosted Services Terms) applies specifically to Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all Products.
"Website" refers to Sejda's website sejda.com and any related sub-domains and pages.
You may need to register for an Sejda account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
Sejda’s Product ordering documentation or purchase flow ("Order") will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) numbers of licenses, copies or instances (for Software), or (d) other restrictions or billable units (as applicable, the "Scope of Use").
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Product ("Authorized Users") may access and use the Products. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users.
Our Software, such as Sejda Desktop, is subject to the additional terms set out in the End User License Agreement
Hosted Services Terms
Access to Hosted Services
Subject to the terms and conditions of this Agreement, Sejda grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.
Subscription Terms and Renewals
Hosted Services are provided on a subscription basis for a set term specified in your Order ("Subscription Term"). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account at sejda.com/account. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Sejda of any unauthorized use of which you become aware.
Responsibility for Your Data
You must ensure that your use of Hosted Services and all Your Data is at all times compliant with all applicable local, state, federal and international laws and regulations ("Laws").
Your Data is yours. This Agreement doesn't give us any rights to Your Data except for the limited rights that enable us to offer the Hosted Services.
Indemnity for Your Data
You will defend, indemnify and hold harmless Sejda from and against any loss, cost, liability or damage, including attorneys’ fees, for which Sejda becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.
Remarks About Password Removal
You confirm that you are the rightful owner of the file being unlocked or have the explicit permission of the legal owner to do so.
Refunds and Financial Terms
No Refunds. You may cancel your Sejda paid account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their paid account subscriptions within 14 days of signing up for, upgrading to, or renewing a paid account.
In the context of Software, a refund means that we will disable the license key that allowed the Software to operate. In the context of Hosted Services, a refund means that we will disable access to the Hosted Service.
We will deliver the applicable license keys (in the case of Software) via your account page. We will deliver login instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that Sejda has no further delivery obligation with respect to the Software after delivery of the license keys.
You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order. Other than as expressly set forth in Section 7.1 (Refund Policy), all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable.
Our prices include EU VAT, if applicable.
Unless otherwise specified, your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Sejda, you must pay to Sejda the amount of such taxes or duties in addition to any fees owed under this Agreement.
Credit card information
If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
We offer certain Products to you at no charge, including free services and accounts, trial use, and access to Beta Versions as defined below ("No-Charge Products"). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available ("Beta Versions") are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 8 (No-Charge Products). To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any warranty, and indemnity obligations.
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
License Certifications and Audits
At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 14 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Sejda at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
Ownership and Feedback
Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". Sejda and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Sejda, including without limitation as they may incorporate Feedback ("Sejda Technology"). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Sejda, including sharing your modifications or in the course of receiving support and maintenance ("Feedback"). Sejda may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Sejda's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Term and Termination
This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the "Term"), unless sooner terminated as permitted in this Agreement. The following provisions will survive any termination or expiration of this Agreement: Sections 6.4.2 (Indemnity for Your Data), 7.3 (Payment), 7.4 (Taxes), 8 (No-Charge Products) (disclaimers and use restrictions only), 9 (Restrictions), 10 (License Certifications and Audits), 15 (Ownership and Feedback), 11 (Confidentiality), 12 (Term and Termination), 13.2 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Law and Dispute Resolution), and 17 (General Provisions).
Termination by you
You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
Termination by us
Sejda may terminate our Services and/or this Agreement at any time. If we terminate this Agreement for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us. We may, at any time, terminate your right to use and access the Services or Software if: (a) you breach any provision of this Agreement (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms); (b) you fail to make the timely payment of fees for the Software or the Services, if any; (c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful); (d) we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); (d) we asses that the fraud risk associated with your payment is high (we will not notify you in advance in this case);
Upon expiration or termination of this Agreement, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
Warranty and Disclaimer
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
ALL PRODUCTS ARE PROVIDED "AS IS," AND SEJDA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. SEJDA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SEJDA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SEJDA NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20. THIS SECTION 19 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 12 (RESTRICTIONS) OR SECTION 2 (COMBINING THE PRODUCTS WITH OPEN SOURCE SOFTWARE) OF THIRD PARTY CODE IN SEJDA PRODUCTS). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 14 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
We work hard to ensure our Sejda Services are available at all times. However, we cannot give guarantees for availability and the permanent functioning of our Sejda Services. You agree Sejda will not be responsible for any failure caused by outages or service unavailability.
We do our best to ensure the service runs without errors. Still, we can't guarantee that your files will not be damaged or lost. You acknowledge that Sejda will not be responsible for any failures caused by files sent to our Services. You acknowledge that you are also responsible for validating the correctness of files (both input and output) processed with our Services.
Law and Dispute Resolution
This Agreement will be governed by and construed in accordance with the applicable laws of the Netherlands. If you have a complaint, please let us know and we'll respond quickly. Disputes will be submitted to the competent court in Amsterdam, Netherlands. Notwithstanding the foregoing, Sejda may bring a claim for equitable relief in any court with proper jurisdiction.
Changes to this Agreement
We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending you an email or posting a notice on our Website). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Sejda BV, Kanteel 91, 1083 DC Amsterdam, Netherlands. Your notices to us will be deemed given upon our receipt.
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Products are commercial computer software. All other use is prohibited. This Agreement is the entire agreement between you and Sejda relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, "including" (and its variants) means "including without limitation" (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.
The English version of these terms will be the version used when interpreting or construing these terms.
Sejda BV is a Dutch company registered with the Chamber of Commerce Amsterdam under number 68286945 (Kvk nummer)
Our VAT identification is NL857376202B01