Terms of Service
Last Updated: 2 December 2019
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1. Your Agreement with Aspose
1.1 Your use of the Aspose Cloud API is governed by this agreement (the “Terms”). “Aspose” means Aspose Pty Ltd, located at Suite 163, 79 Longueville Road, Lane Cove, NSW, 2066, Australia, and its subsidiaries or affiliates involved in providing the Aspose Cloud API Service. The “Services” means the services Aspose makes available through this website, including this website, the Aspose Cloud API, any Aspose Add-ons, and any other software or services offered by Aspose in connection to any of those. The “Application” or collectively “Applications” is any web application that you create using the Aspose Cloud API and any source code written by you to be used with the Aspose Cloud API. The “User” means yourself, the individual or company who uses our Service to create Applications.
1.2 The Aspose Cloud API or “Service” is the publicly available Aspose Application Programming Interface (“API”) as well as the related API Documentation available at http://www.aspose.cloud. In order to use this you must first agree to the Terms. You can agree to the Terms by actually using the API service. You understand and agree that Aspose will treat your use of the Aspose Cloud API as acceptance of the Terms from that point onwards.
1.3 You may not use the Aspose Cloud API if you are a person barred from receiving the service under the laws of Australia or other jurisdictions, including the country in which you are resident or which you use the Aspose Cloud API. You affirm that you are over the age of 13, as the Aspose Cloud API is not intended for children under 13.
1.4 You agree your purchases of the Aspose Cloud API are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Aspose or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Aspose Cloud API
2.1 You must provide accurate and complete registration information any time you register to use the Aspose Cloud API. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Aspose immediately.
2.2 Your use of the Aspose Cloud API must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Aspose Cloud API by any means other than through the interface that is provided by Aspose in connection with the Aspose Cloud API, unless you have been specifically allowed to do so in a separate agreement with Aspose, or (b) engage in any activity that interferes with or disrupts the Aspose Cloud API (or the servers and networks which are connected to the Service).
2.4 Aspose provides you with the ability to review, correct and delete any of the Personal Information that you have provided to us via the dashboard. We may limit or deny access to your Personal Information where providing such access would be unreasonably burdensome or expensive in the circumstances, or as otherwise permitted by applicable laws or regulations.
2.5 Abuse or excessively frequent requests to the Aspose Cloud API may result in the temporary or permanent suspension of your account’s access to the API. Aspose, at its sole discretion, will determine abuse or excessive usage of the API. The Company will make a reasonable attempt via email to warn the account owner prior to suspension. Repeated exceeding of the usage limits may lead to termination of your account.
2.6 You may not access the Aspose Cloud API for the purpose of bringing an intellectual property infringement claim against Aspose or for the purpose of creating a product or service competitive with the Aspose Cloud API.
2.7 Aspose processes your Personal Information in ways compatible with the purpose for which it was collected or subsequently authorized by you, the individual. To the extent necessary for such purposes, we take reasonable steps to make sure that your Personal Information is accurate, complete, current and otherwise reliable with regard to its intended use.
We may employ procedural and technological measures, consistent with industry practice. Such measures are reasonably designed to help protect your Personal Information from loss, unauthorized access, disclosure, alteration or destruction. We may use encryption, secure socket layer, firewalls, internal restrictions, password protection and other security measures to help prevent unauthorized access to your Personal Information.
3. Service Policies and Privacy
3.1 You agree to comply with the Aspose Acceptable Use Policy available at acceptable use policy (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users.
4. Fees for Use of the Aspose Cloud API
4.1 Subject to the Terms, the Aspose Cloud API is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at the Pricing Page (or such URL as Aspose may provide).
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Aspose fees and payment policies, if different. Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Aspose’s measurements of your use of the Aspose Cloud API, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Aspose. Nothing in these Terms obligates Aspose to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Aspose may be shared by Aspose with companies who work on Aspose’s behalf, such as payment processors and/or credit agencies, solely for the purposes of effecting payment to Aspose and servicing your account. Aspose shall not be liable for any use or disclosure of such information by such third parties. Aspose reserves the right to discontinue the provision of the Aspose Cloud API to you for any late payments.
4.3 We reserve the right to change the structure of our pricing plan or introduce other plans at any time without further notice. Where possible we will attempt to “grandfather” these plans so you can stay on the plan you are on and so you are not affected by any major changes however this is not guaranteed. Aspose may change its fees and payment policies for the Aspose Cloud API by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website or newsletter (or such other URL Aspose may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 The pricing for the service which can be found at the Pricing Page (or such URL as Aspose may provide) covers each individual file provided by you to the service up to 20MB. For large files over that size, every 20MB file chunk, after the first 20MB, will incur an additional one API call surcharge.
4.5 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Aspose Cloud API in a manner intended to avoid incurring fees.
5. Content on your Aspose account
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Aspose Cloud API are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude any Application that you create using the Aspose Cloud API.
5.2 Aspose reserves the right (but shall have no obligation) to remove any or all Content from the Aspose Cloud API. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Aspose. In the event that you elect not to comply with a request from Aspose to take down certain Content, Aspose reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user’s account on your Application. Aspose reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Aspose has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Aspose Cloud API and for the consequences of your actions (including any loss or damage which Aspose may suffer) by doing so.
5.5 You agree that Aspose has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6.1 If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Aspose Cloud API may be automatically disabled or terminated.
6.2 In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation.
6.3 Your use of the Aspose Cloud API will not resume until you re-subscribe for any such Services, and pay any applicable Fees in full. If you have any questions or concerns regarding a payment made to Aspose, we encourage you to first contact our Sales team before filing a Chargeback or reversal of payment, in order to prevent the repercussions described above.
6.4 We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
7. Proprietary Rights
7.1 You acknowledge and agree that Aspose (or Aspose’s licensors) own all legal right, title and interest in and to the Aspose Cloud API, including any intellectual property rights which subsist in the Aspose Cloud API (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
7.2 Except as provided in Section 9, Aspose acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Aspose Cloud API, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Aspose, you agree that you are responsible for protecting and enforcing those rights and that Aspose has no obligation to do so on your behalf.
8. License from Aspose and Restrictions
8.1 Aspose gives you a limited, personal, commercial, non-exclusive, non-sublicensable, non-assignable license to use the Aspose Cloud API as provided to you by Aspose. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Aspose Cloud API as provided by Aspose, in the manner permitted by the Terms.
8.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Aspose Cloud API or (b) attempt to disable or circumvent any security mechanisms used by the Aspose Cloud API or any applications running on the Aspose Cloud API.
8.3 You may not develop software using Aspose Cloud APIs that offer remarkably similar or competing functionality as the service, or directly expose features of the service through an API for use by an unlicensed third party for any development platform, including but not limited to .NET, Java, SQL Reporting Services, JasperReports, SharePoint, Microsoft Dynamics, Microsoft Azure, Amazon Web Services (“AWS”), SalesForce.com, Google App Engine or any other PaaS (Platform as a Service) providers without prior written approval from Aspose.
8.4 Any and all IP Rights in the Aspose Cloud API, the website or any accompanying online documentation or promotional Materials are and shall remain the exclusive property of Aspose and/or its licensors. Nothing in the Terms intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in the Terms. You will not take any action to jeopardize, limit or interfere with Aspose’s IP Rights. Any unauthorized use of Aspose’s IP Rights is a violation of the agreement defined by the Terms as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the Aspose Cloud API service, but may be accessed through use of it, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
8.5 The name “Aspose” must not be used to endorse or promote products derived from the Product without prior written permission. For written permission, please contact email@example.com .
9. License from You
9.1 Aspose claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Aspose Cloud API you give Aspose a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Aspose to provide you with the Aspose Cloud API. Furthermore, by creating an Application through use of the Aspose Cloud API, you give Aspose a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Aspose to provide you with the Aspose Cloud API.
9.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Aspose Cloud API functionality or features for the sole purpose of collaborating on development of the Application(s).
9.3 You may choose to or we may invite you to submit comments or ideas about the Aspose Cloud API, including without limitation about how to improve the Aspose Cloud API or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Aspose under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
9.4 You agree that Aspose, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Aspose Cloud API.
10.1 The security procedures and measures Aspose users is publicly available at security practices which is incorporated herein by this reference and which may be updated from time to time.
10.2 Protection of User Data. Aspose will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data as described in 10.1. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of User Data by Aspose personnel except (a) to provide the Service and prevent or address service or technical problems, (b) as compelled by law in accordance, or (c) as a User or User expressly permit in writing.
The Services are performed using equipment or facilities located in the United States. Aspose’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission). This provides legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Aspose customers when using the Service will receive from Aspose and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the User grants Aspose a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Service. The list of processors Aspose uses is publicly available at subprocessors. Aspose will inform the User of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in Section 18 of these Terms.
11. Data Processing Contract
For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the User as the data controller and the Aspose as the data processor. The User hereby instructs Aspose to process the data as described in these Terms.
11.1 Subject matter and nature of processing. Aspose provides the Platform where the User, as the data controller, can collect, store and organize the personal data of data subjects determined by the User. The Platform has been designed to work as a facility to convert and manipulate various document formats, to the extent not regulated by these Terms, the User decides how they use the Platform.
11.2 Duration. Aspose will process data on behalf of the User until the termination of the Service in accordance with Section 11 of these terms. Upon termination, Aspose will store the User’s data for a period of 7 days, should the User wish to reopen the Account to resume the use of the Aspose’s Service or to export data, unless instructed otherwise by the User. Aspose deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.
11.3 Parties’ rights and obligations. The User’s rights and obligations regarding User Data are provided in these Terms. Aspose ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Aspose takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679 and we undertake to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the User as the data controller.
11.4 Unlawful Client Data. Aspose is not obliged to pre-screen, monitor or filter any User Data or acts of its processing by the User in order to discover any unlawful nature therein. However, if such unlawful User Data or the action of its unlawful processing is discovered or brought to the attention of Aspose or if there is reason to believe that certain User Data is unlawful, we have the right to:
- notify the User of such unlawful User Data;
- deny its publication on the Web Site or its insertion to the System;
- demand that the User bring the unlawful User Data into compliance with these Terms and applicable law;
- temporarily or permanently remove the unlawful User Data from the Web Site or Account, restrict access to it or delete it.
If Aspose is presented convincing evidence that the User Data is not unlawful, we may, at our sole discretion, restore such User Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event Aspose believes in its sole discretion User Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such User Data at any time with or without notice.
Without limiting the generality of the preceding sentence, Aspose complies with the Digital Millennium Copyright Act, and will remove User Data from the Platform upon receipt of a compliant takedown notice.
Aspose as the data processor will assist the User as the data controller in meeting the User’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
12. Modification and Termination of the Aspose Cloud API
12.1 Aspose is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Aspose Cloud API which Aspose provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Aspose Cloud API will be effective with respect to all versions of the Aspose Cloud API; examples of changes to the form and nature of the Aspose Cloud API include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
12.2 You may terminate these Terms at any time by cancelling your account on the Aspose Cloud API. You will not receive any refunds if you cancel your account.
12.3 You agree that Aspose, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Aspose Cloud API may be without prior notice, and you agree that Aspose will not be liable to you or any third party for such termination.
12.4 You are solely responsible for exporting your Content and Application(s) from the Aspose Cloud API prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
12.5 Aspose reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
12.6: If for any reason the Aspose Cloud API is discontinued we will provide the following remedy to valid subscribers:
a. The Company will announce service discontinuation through its monthly customer newsletter, which is also available at the Aspose Website for the general public. It is your responsibility to check the newsletter contents for notice of service discontinuation.
b. Email notice will be given at least fifteen (15) days prior to the discontinuation of the service, and you will be provided with technical support for the remainder of your subscription.
c. If for any reason, including insolvency or dissolution, Aspose is unable to remain in business they will provide the following remedy to each customer: Aspose will make a reasonable effort to notify you, by email at least thirty (30) days prior to close of business.
12.7 Upon any termination of the Aspose Cloud API or your account these Terms will also terminate, but Sections 7.1, 12, 13, 14, 15, and 19 shall continue to be effective after these Terms are terminated.
13. EXCLUSION OF WARRANTIES
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ASPOSE SERVICE IS AT YOUR SOLE RISK AND THAT THE ASPOSE CLOUD API ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
13.2 ASPOSE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE ASPOSE CLOUD API, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASPOSE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE ASPOSE CLOUD API WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE ASPOSE CLOUD API WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE ASPOSE CLOUD API WILL BE ACCURATE.
14. LIMITATION OF LIABILITY
Except with regard to: (i) breach of confidentiality obligations; and (ii) any costs associated with the defense chosen by Aspose pursuant to Section 15 “Indemnification,” and (iii) settlement, to the infringed upon party, of an intellectual property right claim or moral right claim, liability shall be limited as follows:
14.1. NEITHER ASPOSE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ASPOSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14.2. ASPOSE’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE THAT CAUSED SUCH DAMAGE FOR A MAXIMUM PERIOD OF 6 MONTHS.
14.3. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
15.1 You agree to hold Aspose harmless against, and at Your expense handle and defend, any claim and defend any third party suit brought against You based upon an allegation that any software developed by You produced using the Aspose Cloud API constitutes an infringement of any international patent, or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
Aspose will indemnify, defend and hold You, and/or Your and/or its affiliated and/or subsidiary companies harmless against any claims, legal actions, losses and other expenses arising out of or in connection with any claims that the Product and/or related documentation infringes or violates any intellectual property right of any third party (“Claim”), on the condition that You notify Aspose promptly of the Claim and give Aspose sole control of the defense and negotiations for its settlement or compromise. If You become, or may become, prohibited from continued use of the service by reason of an actual or anticipated Claim, Aspose will use its reasonable efforts to do the following:
(a) obtain for You the right to use the service,
(b) replace or modify such service so that it is no longer subject to a Claim, but performs the same functions in an equivalent manner.
In the event that Aspose determines, in its sole discretion, that neither (A) nor (B) is commercially reasonable, Aspose shall refund pro-rata unused fees paid by you for the infringing service.
16. Copyright Policy
16.1 You agree to comply with the terms of the Copyright Notice available on the website at copyright notice. which is incorporated herein by this reference and which may be updated from time to time.
17. Other Content
17.1 The Aspose Cloud API may include hyperlinks to other web sites or content or resources or email content. Aspose may have no control over any web sites or resources which are provided by companies or persons other than Aspose.
17.2 You acknowledge and agree that Aspose is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that Aspose is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18.1 Aspose reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time. Such changes will be posted on our website at http://www.aspose.cloud. You are bound by the Terms as it is posted or distributed at the most recent time you use the service. If You do not wish to be bound by the terms of this license agreement You should cease to use the service by terminating your account. Please check these Terms periodically for changes.
19. General Legal Terms
19.1 The Terms constitute the whole legal agreement between you and Aspose and govern your use of the Aspose Cloud API (but excluding any services which Aspose may provide to you under a separate written agreement), and completely replace any prior agreements between you and Aspose in relation to the Aspose Cloud API.
19.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
19.3 If Aspose provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
19.4 You agree that Aspose may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Aspose Cloud API. By providing Aspose your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
19.5 You agree that if Aspose does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Aspose has the benefit of under any applicable law), this will not be taken to be a formal waiver of Aspose’s rights and that those rights or remedies will still be available to Aspose.
19.6 Aspose shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
19.7 The Terms, and your relationship with Aspose under the Terms, shall be governed by the laws of the State of New South Wales, Australia and shall be governed and interpreted according to the laws of New South Wales, Australia. Any lawsuit filed regarding this agreement shall be filed in New South Wales, Australia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
19.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Aspose Cloud API upon written notice to the assigning party.
ASPOSE AND THE CUSTOMER HAVE EACH READ AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORIZED REPRESENTATIVES.