Terms and Conditions

Updated: July 29, 2022

Welcome to the PDFplatform service offered by PandaDoc, Inc., a Delaware corporation (“PandaDoc”, “we,” “our” or “us”). The following terms and conditions (the “Terms”) govern your access to and/or use of the PDFplatform service (PDFplatform or the “Service”).

The Service is offered subject to your acceptance of the terms and conditions contained here in and all other operating rules, policies (including, without limitation, PDFplatform’s Privacy Policy),and procedures that may be published from time to time by PDFplatform related to the Service,which shall be incorporated herein by reference. By accessing, registering for and/or using theService in any manner you agree to the Terms. If you do not agree to the Terms, do not use theService. You must be 18 years old or older to use the Service.

We may make changes to the terms and/or our other operating rules, policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the terms by posting the updated terms on PDFplatform's website and/or the services, and we will revise the updated date above. Any changes to our operating rules, policies and/or procedures shall be incorporated herein. It is your responsibility to review the terms frequently and to remain informed of any changes to them. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances including but not limited to sending you an email informing you of the changes and/or by prominently posting notice of the changes on PDFplatform's website and/or services. If you do not agree with the changes and/or modifications, you shall not use the services after the effective date of the changes. The then-current version of the terms will supersede all earlier versions. You agree that your continued use of the services after such changes have been published will constitute your acceptance of such revised terms and operating rules, policies and/or procedures (as applicable).

3.1 Subject to these Terms, (a) PDFplatform and our licensors grant to you a limited, personal,non-exclusive, non-transferable, revocable right to use and/or access the Service for your own personal or internal business purposes; and (b) you agree not sublicense, transfer, or distribute any part of the Service to any third party. Neither the Terms nor your access to and/or use of theService transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights related to the Service.

3.2 Except as expressly specified in the Terms, you shall not (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of theServices, or reverse engineer, de compile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Service or any other compiled software provided or made available by PDFplatform hereunder; (ii) use and/or access the Service in order to build a similar and/or competitive website, product, and/or service; (iii) intentionally hold PDFplatform and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (iv) take any action that interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with the Service; (v) use the Service for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which maybe applicable to the Service provided; (vi) circumvent or disable any security or technological features or measures of the Service; (vii) abuse the rights and/or privacy of any other user, or use offensive or unlawful material, or publish anything misleading or fraudulent via the Service;(viii) access, store, distribute or transmit any viruses, malware, or other harmful material during the course of your use of the Service; and/or (ix) make the functionality of the Service available to multiple users through any means, including, but not limited to distribution of the Service or by uploading the Service to a network and/or file-sharing service and/or through any hosting,application services provider and/or any other type of service. You will comply with any technical restrictions on the Service that allow you to use the Service only in certain ways. Any unauthorized use of the Service terminates the rights granted by PDFplatform pursuant to the Terms.

4.1 PDFplatform is for your own personal or internal business use only. You are solely responsible for your online conduct and the content that you upload or otherwise place into the Service. PDFplatform may immediately remove any content and/or suspend or cancel your account if it becomes aware of any misuse or illegal actions associated with your account without prior notice to you.

4.2 PDFplatform disclaims all responsibility for your conduct and content and is not responsible for the appropriateness of any content that you view or access through the Service.You will defend, indemnify and hold PDFplatform, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys' fees, that arise from and/or related to your data, your use of the Service, or your violation of these Terms.

4.3 By using the Service, you agree that PDFplatform may duplicate and store your data,information, and files in accordance with PDFplatform’s policies and these Terms. All data and information that you provide will remain your property. When you input or upload any data or information into the Service, you grant PDFplatform a license to use that data or information as necessary to provide the Service. You are responsible for maintaining and protecting your data;PDFplatform is not responsible for any corruption of or loss of your data, information, or files.

4.4 PDFplatform retains the right, in its sole and absolute discretion, to deny access to and/or use of the Service to anyone at any time and for any reason. While we use reasonable efforts to keep the Service accessible, the Service may be unavailable from time to time. You understand and agree that there may be interruptions to the Service and/or use of due to circumstances both within our control (e.g., routine maintenance) and outside of PDFplatform’s control. You are solely responsible for ensuring that your access to and/or use of the Services isin compliance with all laws, rules and regulations applicable to you and the right to access and/or use the Service is revoked where your access to and/or use of the Service is prohibited.Further, the Service is offered only for your use, and not for the use and/or benefit of any third party.

4.5 Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback,suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Service (“Feedback”), then you further grant to PDFplatform a worldwide, perpetual,irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights.PDFplatform will treat any Feedback you provide to PDFplatform as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit theFeedback.

4.6 Solely for the purpose of providing the Service, we may need to share your data or information with third parties. If you use third-party materials that you access via a link provided via the Service, your use of the third-party materials is governed by such third-party’s terms and privacy policy, not these Terms.

PDFplatform retains rights, title, interest and ownership of, and all intellectual and proprietary rights with respect to the Service, and any other materials provided or made available to you by PDFplatform hereunder. “IP” means all intellectual property including without limitation all patents,inventions, trademarks, service marks, trade names and trade dress, copyrights and copyrightable works, trade secrets, know-how, design rights and database rights. Except for the rights expressly granted to you in these Terms, the Service and other materials that are provided or made available, all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of PDFplatform and its respective licensors (and to the extent any rights of ownership in any such materials, works and/or rights might, for any reason, otherwise vest in you, you hereby assign such ownership rights to PDFplatform).

6.1 The Service does not provide legal advice and PDFplatform is not a law firm. We recommend you consult with a lawyer if you want legal advice. PDFplatform does not offer any legal advice, legal opinions, recommendations, referrals, and/or counseling. PDFplatform is not involved in agreements between you and any third-party.

6.2 The use of the Service may be governed by the laws of different countries or regions, and you agree to abide by such local laws. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations.

6.3 By using the Service, you agree that we may collect certain information, such as your email address, and we may use such information to provide communications in connection with the Service and/or other PDFplatform services. The communications between you and PDFplatform use electronic means, whether you use the Service or send us emails, or whether PDFplatform posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from PDFplatform in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PDFplatform provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hard copy in writing. The foregoing does not affect your non-waivable rights.

Subject to this Section 7, the Terms will remain in full force and effect while you access and/or use the Service. We may terminate your Account and/or your access to and/or use of all or any part of the Service at any time, with or without cause, with or without notice, effective immediately and without liability.

PDFplatform is under no obligation to become involved in any dispute that you have with any third-party and/or in any incident that you are party to with others, or that are affected by and/or otherwise related to the Service.

9.1 Disclaimer of warranties

9.2 Limitation of liability

10.1 Unless otherwise agreed to by PDFplatform and you in writing, the Terms (including without limitation the terms and conditions set forth herein and PDFplatform’s operating rules, policies and/or procedures as described above) constitutes the entire agreement between PDFplatform and you concerning the subject matter hereof.

10.2 Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Services will be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions

10.3 If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.

10.4 You may not assign your rights under the Terms to any other party without PDFplatform’s express prior written consent; PDFplatform may assign its rights under the Terms without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

10.5 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

10.6 No waiver by either you and/or PDFplatform of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under the Terms.

If you would like to request additional information regarding the Terms or for any questions regarding a commercial relationship with PDFplatform, please contact us at [email protected].