Last updated March 6, 2023

These Terms of Service form a binding agreement ("Agreement") between you as a user ("you") and UTOFIL.COM ("Provider") regarding your use of website (including, online software, mobile applications, and APIs), and other services of Provider (collectively, the "Services").

IMPORTANT: BY REGISTERING FOR AN ACCOUNT, JOINING OR USING THE SERVICES, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK TO CREATE AN ACCOUNT OR USE THE SERVICES.

1. SERVICES.

1.1. Your Services. The scope of your Services is described on the website and/or in your join form which details the business terms (such as service plan, number of users, usage volume limits, pricing, duration, etc.) of your order (the "Subscription Terms").

1.2. Users and Account Access. You are the sole Authorized User of the Services, as permitted by the Subscription Terms. In signing up for the Service, it is recommended that you use a personal email address and not a business or company address, since your account and use of the Services is personal to you and cannot be shared or transferred to anyone, including any members of your organization (if any). You are responsible for the actions on your account including action by any unauthorized users, i.e., any person other than yourself, so protect the secrecy and confidentiality of your login credentials.

1.3. Use by Children. Our Services are not designed for or marketed to children under 18. If you use the Services to gather personal information about minors, then you are responsible for obtaining appropriate consent from the minor's parent or legal guardian.

1.4. Third-Party Services. Optional third-party services available through the Services ("Third-Party Services") may be governed by separate terms and conditions. Warranties for Third-Party Services are only available if the third-party provider makes such warranties to you. Otherwise, Provider is not responsible for such Third-Party Services. By using Third-Party Services, you authorize Provider to share your account data and Your Content with the third-party provider to enable you to access and receive the Third-Party Services. Services depend on third-party networks, Internet providers, and device manufacturers that are outside of Provider's control. You acknowledge that Provider will not be responsible for performance or non-performance because of such networks or devices.

1.5. Changes to the Services. Provider may enhance, upgrade, modify, discontinue, or stop supporting the Services at any time. However, Provider will not materially reduce or discontinue the core functionality of the Services except as permitted by this Agreement.

2. CONTENT OWNERSHIP.

2.1. Your Content. "Your Content" means your documents, images, personal information, and other content you upload into or use with the Services. Between you and Provider, you own all rights to Your Content. You are responsible for ensuring that Your Content complies with the law and that you hold the legal rights necessary to use the Services in connection with such content.

2.2. Provider Content. "Provider Content" means documents, communications, data, including aggregated and anonymized data about the use and performance of the Services, and other content provided by Provider as part of the Services or as part of Provider's business operations. Between you and Provider, Provider owns all rights to Provider Content. Provider Content may be contained in the Services of your Subscription Terms (such as templates or formats). Provider Content does not become Your Content even if you subscribe to it or download it. All rights not expressly granted in this Agreement are reserved by Provider. No rights are granted by implication, waiver, or estoppel.

2.3. Third-Party Content. "Third-Party Content" means content owned by someone other than you or Provider. Third parties or Provider may post or refer to Third-Party Content on the Services. For example, as part of Free Services, the Services may include a reference, including preview or snippet, to a publicly available document found on a third-party website. THIRD-PARTY CONTENT IS PROVIDED "AS IS" AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

3. LICENSE.

3.1. Your License. Subject to your compliance with this Agreement, Provider grants you a limited, non-exclusive, non-transferable (except as permitted by this Agreement) license to use the Services solely internally and only for your personal or internal business use. If you are licensing the API as part of the Services (as indicated in your Subscription Terms), your license also includes the right to incorporate the API into your products and services as permitted by your Subscription Terms. Provider reserves all rights not expressly granted to you in this Agreement.

3.2. Acceptable Use. You will not do any of the following (directly or indirectly):

(i) distribute, resell, or make the Services available to anyone except as expressly allowed by the Agreement or the Subscription Terms with respect to making the functionality of the Services available to third parties;

(ii) reverse engineer, disassemble, or decompile the Services or any software that is used to provide the Services;

(iii) tamper with any notices or technological restrictions in the Services;

(iv) share your login credentials with anyone or use any automated system, including robots, spiders, or offline readers, to access or operate the Services;

(v) use the Services to host, transmit, or otherwise aid illegal, abusive (including unsolicited), fraudulent, deceptive, threatening, explicit, obscene, hateful, or harmful content or behavior or malicious code;

(vi) use the Services for the benefit of a competitive offering;

(vii) materially overload, disrupt, overburden, or impair the Services;

(viii) misrepresent yourself or impersonate another person;

(ix) violate any law or anyone's rights (including intellectual property rights); or

(x) attempt any of the above.

3.3. Protective Actions. If Provider reasonably determines that you violate any of the use restrictions above, Provider may suspend or terminate your access to the Services or utilize other mechanisms available to Provider to prevent violations, including removing violating content and deactivating URLs or links provided by the Services. Provider will exercise commercially reasonable efforts to give you notice without unreasonable delay after taking protective action.

4. YOU AGREE TO PAY THE FEES OWED FOR THE SERVICES.

4.1. Fees for the Services. You will pay Provider all fees for the Services in accordance with Subscription Terms without withholding, offset, or deduction. Except as otherwise agreed by Provider, all fees are non-refundable, even if you are not using the Services or have only briefly used the Services. Any prepaid, unused Services will expire at the end of your subscription period unless carryover is expressly permitted by the Subscription Terms. Subscription fees are refundable for services purchased within 30 days from receipt of service. Refunds will be processed within 24hrs, but may take 7-14 days to credit the account on file depending on the issuing bank accepting the refund. Such refund policies only apply to you if you purchased any Services for the first time online via a self-service process without assistance from a Provider sales representative. Refund policies do not apply to excess usage fees, Provider Content, and Third-Party Services. To request a refund, please contact Provider's customer support team at support@utofil.com.

4.2. Automated Billing. Before you can access Services, Provider may require you to provide a valid credit card or another form of payment acceptable to Provider. If you provide a credit card or other payment account which allows Provider to charge it, you agree that Provider may charge such payment account for all amounts due under this Agreement, including recurring fees. Provider may test your payment account with a miniscule charge, which will be refunded to you within ten (10) business days. To avoid interruption of your Services, Provider may cooperate with your card provider to automatically update your payment account information. You authorize Provider's payment processing providers to securely store your payment account information, including updates, and use it in connection with your use of the Services as described in your Subscription Terms.

4.3. Taxes. You agree to pay all taxes and similar assessments, including sales tax, use tax, value-added tax (VAT), and goods and services tax (GST), imposed by any government on your Services. If Provider does not collect taxes at the time of original purchase, Provider reserves the right to collect such taxes later using the same payment method with written notice explaining such charges. Provider also reserves the right to collect any penalties or interest imposed on your transactions if they are your fault (for example, if you provide us with a false address or tax status at the time of purchase).

4.4. Changes in Fees Will Be Effective as of Next Subscription Period. Provider may change its fees for the Services any time, including introducing fees for formerly Free Services. Provider will notify you of such changes in writing or by posting on the Services. Any changes in fees to your Services will be effective as of your next subscription period and will not impact your current subscription period.

4.5. Contact Support with Questions about Payments. If you have a question about your payment or would like to dispute a charge, please contact Provider's customer support team by calling this toll-free number (866) 629-2086 or by emailing support@utofil.com. Please contact Provider support before disputing the payment with your financial institution

5. SUBSCRIPTIONS.

The Site offers users various product packages, at varying price points, as purchase options. We have four (4) levels of membership product packages: "Basic", "Premium", "ProPlus", and "Daily".

Basic Membership Package
Includes all PDF file conversions on the site. Today's charge is $19.98 for 1 month. Thereafter, your monthly recurring order of utofil.com - you will be charged $19.98 Now and every 30 days thereafter until you cancel your subscription. You will receive an electronic notification 5 to 7 days prior to your transaction and receipt after each successful transaction. Upon authorization of your credit card you will receive immediate access with your login and password. utofil will appear on your billing statement.

Premium Membership Package
Includes all PDF and Audio file conversions on the site. Today's charge is $29.98 for 1 month. Thereafter, your monthly recurring order of utofil.com - you will be charged $29.98 Now and every 30 days thereafter until you cancel your subscription. You will receive an electronic notification 5 to 7 days prior to your transaction and receipt after each successful transaction. Upon authorization of your credit card you will receive immediate access with your login and password. utofil will appear on your billing statement.

ProPlus Membership Package
Includes all PDF, Audio, and Video file conversions on the site. Today's charge is $34.98 for 1 month. Thereafter, your monthly recurring order of utofil.com - you will be charged $34.98 Now and every 30 days thereafter until you cancel your subscription. You will receive an electronic notification 5 to 7 days prior to your transaction and receipt after each successful transaction. Upon authorization of your credit card you will receive immediate access with your login and password. utofil will appear on your billing statement.

Daily Membership Package
Includes all PDF, Audio, and Video file conversions on the site. Today's charge is $2.00 for 24hr full access. This is a one time charge with no recurring/ monthly billing. Upon authorization of your credit card you will receive immediate access with your login and password. utofil will appear on your billing statement.

Upon selecting a product package, you authorize Company or its authorized payment processing agent (as shown on the payment page of the Site) to charge your credit card or other approved payment mechanism for periodic recurring subscription charges according to the then-current billing terms displayed on the Site. Upon authorization of your credit card you will receive immediate access with your login and password. utofil will appear on your billing statement.

AUTOMATIC RECURRING BILLING: Your credit card or other approved payment mechanism will be automatically charged on the monthly anniversaries of your initial subscription purchase so as to auto-renew your membership, unless you notify the Company that you are cancelling prior to the end of the current subscription cycle. You are responsible for subscription fees, and any other charges, incurred on your account up to and until the time of cancellation.

6. ELECTRONIC COMMUNICATIONS.

By accepting these Terms, you consent to receive electronic communications from Provider. These electronic communications may include notices about your subscription, payments, security, violations of the Agreement, suspension of your use of the Services, termination of the Agreement, changes to Services, and other communications related to the Services. You also agree to receive marketing communications from Provider, unless and until you opt out of receipt of some or all such marketing emails.

7. PROVIDER WARRANTIES.

7.1. Provider Warranties. Provider warrants to you that the Services (excluding Third-Party Content and Third-Party Services) will:

• operate substantially in conformance with the Subscription Terms; and
• be provided via an infrastructure that employs security practices that Provider has determined in good faith to be commercially reasonable.

7.2. AS-IS; NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND PROVIDER EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM COURSE OF DEALING AND USAGE OF TRADE.

7.3. NO LEGAL OR OTHER PROFESSIONAL ADVICE. NONE OF THE SERVICES AND PROVIDER CONTENT CONSTITUTES OR PROVIDES LEGAL OR OTHER PROFESSIONAL ADVICE. PROVIDER DOES NOT WARRANT THAT ANY OF THE SERVICES OR PROVIDER CONTENT WILL PRODUCE ANY SPECIFIC LEGAL OUTCOME. YOU SHOULD CONSULT A QUALIFIED LICENSED ATTORNEY OR ANOTHER APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

8. LIMITATION OF LIABILITY.

EXCEPT FOR YOUR BREACH OF ANY OF YOUR OBLIGATIONS IN SECTION 5 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, OR GOODWILL, LOST DATA OR CONTENT, DATA BREACHES, LOST CUSTOMERS, BUSINESS INTERRUPTION, COST OF COVER, OR REPLACEMENT SERVICES, IN CONNECTION WITH THE SERVICES OR FROM YOUR USE OF OR INABILITY TO USE SERVICES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF THE PROVIDER TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNT OF FEES PAID BY YOU TO PROVIDER DURING THE TWELVE (12) MONTHS BEFORE THE DATE ON WHICH ANY CLAIM AROSE. YOU ACKNOWLEDGE THAT THE EXCLUSIONS, DISCLAIMERS, AND LIMITATIONS IN THIS AGREEMENT, INCLUDING THOSE IN SECTIONS 7 AND 9, ARE AN ESSENTIAL PART OF THIS AGREEMENT, INCLUDING THE AGREEMENT ON ALLOCATION OF RISKS, AND ARE THE BASIS FOR ENABLING PROVIDER TO OFFER THE SERVICES TO YOU FOR THE FEES SPECIFIED. YOUR JURISDICTION MAY NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF LIABILITY, SO THE LIMITATIONS OR EXCLUSIONS OF SECTIONS 7 AND 9 OF THIS AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PROVIDER WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION.

9.1. Indemnification. You will defend Provider from and against any claim and indemnify and hold Provider harmless from any resulting liabilities to the extent such claim alleges that (a) Your Content infringes or misappropriates a third party's contractual, intellectual property or privacy rights; (b) your breach of any provision of this Agreement; or (c) your violation of law, gross negligence, or willful misconduct (each or any being a "Claim").

9.2. Notification Procedure. The indemnified party will (a) promptly provide notice to indemnifying party of any Claim for which indemnity is sought, (b) permit indemnifying party to control the defense of any such Claim, and (c) provide reasonable assistance to indemnifying party (at the indemnifying party's expense). The indemnifying party will not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent.

10. HANDLING OF PERSONAL DATA.

To the extent that Provider has access to any personal data gathered from you in connection with the Services, such information will be processed in accordance with the provisions of Provider's Privacy Notice at https://utofil.com/privacy.php.

11. TERM AND TERMINATION OF THIS AGREEMENT.

11.1. Agreement Term. The Agreement will be effective when you first accept the Agreement, such as by clicking "register", or similar wording to create an account for the Services or by executing the Subscription Terms document with Provider that incorporates the Terms by reference. The initial subscription period for your Services will be specified in the Subscription Terms. The Agreement will automatically renew for successive subscription periods equal to your initial subscription period until one party terminates it. If no subscription period is specified, the Agreement will renew month-to-month.

11.2. Your Right to Terminate. You may notify the Provider of termination of this Agreement at any time by (a) logging into the Services and canceling your subscription through your account settings (if available) or (b) contacting Provider support and receiving written confirmation of receipt of your request. Provider will not refund you any fees on termination except as otherwise agreed by Provider.

11.3. Provider's Right to Terminate. Provider may terminate this Agreement for cause without refund if (a) you violate the use restrictions in Section 5, (b) you miss a payment and do not pay within thirty (30) days after written notice, (c) your billing, payment, or the contact information is materially false, fraudulent, or invalid, (d) your payment bounces back or is reversed, you materially breach this Agreement and do not cure such breach within thirty (30) days of Provider's written notice specifying the alleged breach, or (f) you enter into receivership, general assignment for the benefit of its creditors, bankruptcy or insolvency proceeding, liquidation, dissolution, or termination of your business operations.

12. NO CLASS ACTION LITIGATION AND WAIVER OF JURY TRIAL.

12.1. No Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL BRING CLAIMS SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE BROUGHT ON A COLLECTIVE OR CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS ("CLASS ACTION WAIVER"). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES.

12.2. Waiver of Jury Trial. EACH PARTY BY THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.

13. GOVERNINMG LAW and DISPUTE RESOLUTION.

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware for contracts made and wholly performed in that State. Any dispute or controversy arising under this Agreement shall be first submitted to non-binding mediation before a neutral third-party mediator. If the parties cannot agree on a mediator, either party may petition a court of competent jurisdiction for appointment of a mediator. Either or both parties can participate in the mediation in person, telephonically or via Zoom or other mutually agreed teleconferencing platform. A claim that is not formally raised in a writing from the aggrieved party to the other party within one (1) year after the date such claim arose is waived and forever time barred.

14. CHANGES TO THE AGREEMENT.

PROVIDER MAY FROM TIME TO TIME PROPOSE CHANGES TO THIS AGREEMENT BY POSTING AN UPDATED VERSION OF THE AGREEMENT ON ITS WEBSITES. PROVIDER WILL NOTIFY YOU OF SUCH UPDATED VERSION THROUGH YOUR ACCOUNT OR BY OTHER REASONABLE MEANS IF ANY PROPOSED CHANGES TO THE AGREEMENT ARE MATERIAL. EXCEPT FOR CHANGES REQUIRED FOR COMPLIANCE WITH THE LAW, WHICH WILL BE EFFECTIVE IMMEDIATELY, ANY PROPOSED CHANGES THAT ARE MATERIAL WILL BE EFFECTIVE AS OF YOUR NEXT SUBSCRIPTION PERIOD. IF YOU WISH TO REJECT SUCH CHANGES, YOU WILL TERMINATE THIS AGREEMENT AS PERMITTED BY ITS TERMS.

15. GENERAL PROVISIONS.

15.1. In no event will Provider be liable to you, or be deemed to have breached the Agreement, for any failure, interruption, or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any reason, cause, event, or circumstances beyond Provider's reasonable control ("Force Majeure"). Force Majeure includes, but is not limited to natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, embargos, orders of government, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, cloud service providers, and other third parties; explosions and fires; epidemics, pandemics, public health emergencies, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.

15.2. All waivers of rights under this Agreement must be in writing by the party waiving its rights. No consent by a party to, or waiver of, a breach by the other party will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by a party.

15.3. If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will continue in effect, and both parties agree that the unenforceable provisions will be modified to best accomplish the objectives of the Agreement.

15.4. Neither party may assign this Agreement or any right or obligations provided by it, except in connection with a merger, acquisition, or sale of substantially all of its assets. Provider may also transfer or assign its rights under this Agreement to an affiliate. Any attempted assignment in violation of this section is void. The Agreement will be binding on and inure to the benefit of the successors and permitted assignees of the parties.

15.5. Both parties agree that any notices, agreements, disclosures, or other communications that the other party sends to it electronically will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication to you is sent to the email address provided on your account and that any communication to Provider is sent to legal@utofil.com.