1. Introduction

Scope:

• ● These terms are incorporated into, and are part of the Avanquest general Terms and conditions available at: https://www.sodapdf.com/terms-of-use/.
• ● These Terms include and incorporate by reference the Developer Tools Privacy Policy, the Acceptable Use and Conduct Policy and where applicable, additional special features terms, data processing agreements and other case-specific documents.

2. Definitions

1. Avanquest: Refers to Avanquest Software (7270356 Canada Inc.) and its Affiliated Companies, the entity providing the Developer Tools and all associated services.
2. Admin: An individual designated by the Developer with administrative authority over the Developer account, capable of managing API Keys, permissions, and settings via the Developer Console.
3. Affiliated Company: Any entity that directly or indirectly controls, is controlled by, or is under common control with Avanquest Software (7270356 Canada Inc.) . For the purposes of this definition, “control” means ownership of more than 50% of the voting equity or the ability to otherwise direct the entity’s management and policies.
4. API: Application Programming Interface made available by Avanquest to facilitate communication and integration with SodaPDF services.
5. API Key: A unique identifier issued by Avanquest that authenticates API requests made by the Developer Application and ensures compliance with usage limits.
6. Confidential Information: efers to any non-public, proprietary information disclosed by Avanquest to you, either directly or indirectly, in any form (e.g., written, electronic, or oral). This includes but is not limited to technical data, software code, trade secrets, business strategies, pricing, product roadmaps, and other materials marked or understood to be confidential. Confidential Information also includes any information derived from or reflecting such data. Confidential Information does not include information that: (a) Is or becomes publicly available through no breach of these Terms by you; (b) You can demonstrate that was rightfully known to you without an obligation of confidentiality prior to Avanquest’s disclosure; (c) Is disclosed to you by a third party who has a lawful right to make such disclosure; or (d) Is independently developed by you without reference to or use of Avanquest’s Confidential Information.
7. Data Protection Law: Data Protection Laws: Refers to all applicable laws and regulations relating to the protection, privacy, and security of Personal Data, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), Law 25 (Quebec), and any other data protection laws that apply to the jurisdictions in which Avanquest or the Developer operate.
8. Developer: Any individual or entity registered and authorized to use the Developer Tools for creating Developer Applications, subject to these Terms.
9. Developer Application: Software, application, website, tools, or services developed by the Developer using the Developer Tools, intended to interact with or utilize SodaPDF functionalities.
10. Developer Console: The web-based interface provided by Avanquest for Developers to access, manage, and configure API Keys, SDKs, and other Developer Tools.
11. Developer Tools: All resources provided by Avanquest, including APIs, SDKs, sample code, libraries, documentation, and any updates or modifications, used for the purpose of developing or enhancing Developer Application.
12. End User: Any person or entity that uses the Developer Application developed using the Developer Tools or otherwise integrating the Developer Tools.
13. Intellectual Property Rights: All forms of legal rights protecting intangible creations, including copyrights, trademarks, patents, trade secrets, and any other proprietary rights.
14. Personal Data: Any information that relates to an identified or identifiable individual, as defined under applicable privacy laws, including the EU General Data Protection Regulation (GDPR), Quebec LAw25 and the California Consumer Privacy Act and Privact Rights Act (CCPA and CPRA).
15. Platform: The SodaPDF service environment, including software and associated resources, that supports the functionalities exposed through APIs and SDKs.
16. Prerelease Developer Tools: Any Developer Tools provided by Avanquest that are in development, beta, or testing stages and not yet released for general use.
17. Sample Code: Code snippets or examples provided by Avanquest to assist in the integration and development of Developer Applications, subject to usage restrictions.
18. SDK: Software Development Kit provided by Avanquest that includes libraries, tools, and documentation to facilitate integration with SodaPDF services.
19. Service Data: Any data or information collected, processed, or stored through the use of the Developer Tools, including diagnostic and usage information.
20. SodaPDF: The proprietary PDF and document management solution owned and operated by Avanquest.
21. Third-Party Service: Any external service, software, or application integrated with or used in conjunction with the Developer Tools that is not provided by Avanquest.
22. Usage Limits: Restrictions defined by Avanquest on the extent or frequency of API calls or other interactions with the Developer Tools.

3. License Grant and Restrictions

1. License grant. Subject to your compliance with these Terms, Avanquest grants you a limited, non-exclusive, non-transferable, and revocable license to (a) use the Developer Tools only in the permitted territories for the sole purpose of developing, testing, and integrating into your Developer Applications. (b) Reproduce and modify any sample code provided as part of the SDK, strictly for the purpose of integrating SodaPDF functionalities into your Developer Applications; (c) Use any accompanying documentation for internal purposes to support the development and operation of your Developer Applications. This license does not permit sublicensing or transferring rights. You are prohibited from: (x) Copying, Modifying, decompiling, reverse engineering, or disassembling the Developer Tools. (y) Using the Developer Tools in conjunction with or to create products that violate laws, infringe on intellectual property rights, or harm Avanquest’s operations or reputation. (z) Bypassing or circumventing any security features or restrictions implemented in the Developer Tools.
2. Scope of Use. The Developer Tools are licensed, not sold, and may only be used as expressly permitted in these Terms. You must not use the Developer Tools for any purpose beyond those specified, including any use that could undermine Avanquest’s business operations or violate any applicable laws.
3. Restrictions on Use. You agree to the following restrictions:
   1. No Reverse Engineering. You must not decompile, disassemble, reverse engineer, or attempt to discover the source code, underlying ideas, or algorithms of the Developer Tools, except as permitted by applicable law and only after providing prior written approval by Avanquest.
   2. No Modification. You must not modify, adapt, or create derivative works of the Developer Tools, except for customization expressly allowed by Avanquest in wiritng (e.g., modifying sample code as specified).
   3. No Unauthorized Distribution. You may not distribute, sublicense, rent, lease, resell or sell the Developer Tools to any third party. Redistribution of any part of the Developer Tools is only permissible with written authorization from Avanquest.
   4. No Misuse. You must not use the Developer Tools to build or assist in building a competing product or service to SodaPDF or any service offered by Avanquest.
4. Usage Limits. Avanquest may impose limits on your use of the Developer Tools, or on specific tool, such as restrictions on the number of API calls or data storage capacity. You agree not to circumvent or attempt to circumvent any such limitations. Usage exceeding these limits may result in suspension or additional fees.
5. Compliance with Documentation. You must use the Developer Tools in accordance with any technical documentation, specifications, or guidelines provided by Avanquest. Failure to do so may result in your Developer Application functioning improperly, and Avanquest will not be liable for any resulting issues.
6. No Rights to Branding. Except as otherwise permitted in writing, you must not use any Avanquest or SodaPDF trademarks, logos, or branding in your Developer Application or marketing materials. If you receive explicit permission to use such branding, it must be used in accordance with Avanquest’s branding guidelines. Developers seeking to utilize the branding of Avanquest shall reach out to sales by email at: [email protected]
7. Pre-release Developer Tools. If Avanquest provides you with access to pre-release versions of the Developer Tools (such as beta software), you agree to use such tools only for testing and providing feedback. These versions are confidential and may be unstable, and you acknowledge the risk associated with their use.
8. Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by Avanquest and its licensors. You acknowledge that the Developer Tools are protected by intellectual property laws and agree to respect all such rights.

4. Account Registration

1. Account Creation. To access and use the Developer Tools, you must register for a Avanquest Developer account. During registration, you are required to provide accurate, current, and complete information, including your name, email address, company details, and any other requested data. You agree to keep this information updated and accurate at all times.
2. Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You must implement appropriate security measures to safeguard access to your account. If you suspect unauthorized access or notice any suspicious activity on your account, you must notify Avanquest immediately at [email protected].
3. Account Usage. Your account is strictly personal to you or your organization and cannot be shared, transferred, or sublicensed to others. Only authorized individuals from your organization may access the account, and you must ensure that all such users comply with these Terms. You are responsible for all activities that occur under your account, whether authorized or unauthorized. You agree that you are responsible for any and all actions taken using your account. This includes any damages or losses resulting from unauthorized use or any misuse of the Developer Tools. Avanquest shall not be liable for any loss or damage arising from your failure to comply with these security obligations.
4. Compliance. You agree to use your account and the Developer Tools in compliance with all applicable laws, regulations, and these Terms. You may not use your account to engage in any unlawful activity, to infringe on the rights of others, or to interfere with the security or functionality of the SodaPDF Platform.
5. Multiple Accounts. You may not create multiple accounts for the purpose of circumventing usage limits or other restrictions imposed by Avanquest. If Avanquest detects or reasonably suspects that you are engaging in such practices, it reserves the right to suspend or terminate your accounts.
6. Account Suspension and Termination. Avanquest reserves the right to suspend or terminate your account at its sole discretion if you violate these Terms or if your activities are deemed harmful to the SodaPDF Platform, other users, or Avanquest’s interests. In the event of termination, you must cease all use of the Developer Tools and may lose access to any data associated with your account.

5. Fees and Payments (if applicable)

1. Fees. Access to or use of certain features of the Developer Tools may be subject to fees as determined by Avanquest. Fee details, including pricing and payment terms, will be outlined in a separate agreement or on the SodaPDF Developer Platform, upon checkout and payment, and may be processed and provided by Affiliated Company or another third party payment processor, as the case may be. You agree to pay all fees as specified and to comply with the applicable payment terms.
2. Payment Authorization. By providing a payment method, you authorize Avanquest or its designated third-party payment processor to charge your account for any fees due. You must ensure that the provided payment information is accurate and up to date. If your payment method fails, you remain responsible for any unpaid amounts.
3. Billing and Invoicing. Fees may be billed on a recurring basis (e.g., monthly or annually) or on a per-use basis, depending on your selected plan or usage. Invoices will be made available through your Developer Console or directly to your email, depending on the billing model, cycles and conditions agreed upon with you. You agree to review your billing statements regularly. Any discrepancies must be reported within 10 days of the invoice date.
4. Late Payments. If payment is not received by the due date, Avanquest reserves the right to charge interest on overdue amounts at the maximum rate permitted by law or to suspend or terminate your access to the Developer Tools until payment is made. You are responsible for any costs incurred by Avanquest in collecting overdue fees, including legal fees and collection agency costs.
5. Taxes. You are responsible for paying any applicable taxes, including but not limited to value-added tax (VAT), sales tax, or any other government levies, imposed in connection with your purchase of any plan and/or use of the Developer Tools. Avanquest’s fees do not include any such taxes, and you agree to indemnify Avanquest from any claims arising from your failure to pay applicable taxes.
6. Refunds and Adjustments. Unless otherwise specified, all fees paid are non-refundable. In certain cases, Avanquest may, at its discretion, provide adjustments or refunds in the event of a billing error or a malfunction of the Developer Tools. Requests for refunds or adjustments must be made in writing to Avanquest within a reasonable time.
7. Changes to Fees. Avanquest reserves the right to change its fee structure or introduce new fees for the Developer Tools upon providing you with reasonable notice. If you do not agree with the new fees, you may terminate your use of the affected services before the new fees take effect. Continued use after the fee changes constitutes your acceptance of the new pricing.
8. Upgrades and Additional Features. If you choose to upgrade your subscription or use additional features that incur extra fees, you will be billed for the applicable costs as described in the pricing terms. Such upgrades or features may be subject to additional terms and conditions.
9. Third-Party Payment Processors. Avanquest may use its Affiliated Companies or another third-party payment processors to facilitate payments, billing and respective support. Your interactions with these processors are governed by their terms of service, and Avanquest is not responsible for any issues arising from your use of these third-party services.

6. Developer Responsibilities and Obligations

1. Compliance with Laws. You must ensure that you and your Developer Application adheres to all relevant local, national, and international laws, including internet and cyber laws, data protection (e.g., GDPR, CCPA, Law 25), consumer protection, and intellectual property regulations. Staying informed of legal updates and adapting your practices accordingly is your responsibility.
2. End User License Agreement (EULA) and Privacy Policy. You must create, maintain, and make accessible a comprehensive EULA and Privacy Policy for your Developer Application. These documents must clearly define End User rights, data use, and any restrictions, aligning with SodaPDF’s license terms. Your Privacy Policy must comply with all applicable privacy laws, detailing how Personal Data is collected, processed, and protected
3. Data Security. Implement strong security measures to protect Personal Data collected, processed, or stored through your Developer Application. This includes using encryption, access controls, and secure storage, as well as regularly auditing and updating your systems to address vulnerabilities.
4. User Consent and Transparency. You are required to obtain explicit, informed consent from End Users before collecting or processing their data. Your Developer Application must provide an easy way for users to give, withhold, or withdraw consent, and you must honor requests related to data access, correction, or deletion.
5. Usage Limits and Monitoring: You must adhere to the usage limits set by Avanquest, such as API rate limits and data quotas. Attempts to bypass these limits are strictly prohibited and may result in penalties. Additionally, you are responsible for monitoring your Developer Application to ensure compliance and promptly addressing any security issues or incidents.
6. Prohibited Activities: You are forbidden from using the Developer Tools for unlawful, harmful, or unethical purposes, including introducing malicious code, infringing on intellectual property, or undermining the security of the SodaPDF platform. Refer to the Prohibited Activity Guidelines for detailed restrictions. These guidelines are available at: [Insert link or specify access details.]
7. Breach Notification and Reporting. In case of a data breach involving End User data, you must immediately notify Avanquest and take action to mitigate the impact. You are also obligated to inform affected End Users and any relevant authorities as required by law.
8. Machine Learning and AI Restrictions. You must not use the Developer Tools to create, train, or enhance any machine learning models or AI systems that are designed to identify natural persons or compete with Avanquest’s services, unless explicitly permitted.

7. Data Privacy and Security

1. Compliance with Data Protection Laws. You must comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any relevant local regulations. This compliance includes ensuring that your Developer Application provides appropriate protections for Personal Data collected, processed, or stored using the Developer Tools.
2. Personal Data Handling: If your Developer Application collects or processes Personal Data from End Users, you are required to:
   1. Transparency: Provide clear and comprehensive information about your data collection and processing practices in your privacy policy, which must be easily accessible to End Users.
   2. Consent: Obtain explicit, informed consent from End Users for the collection, use, and sharing of their Personal Data, where required by law.
   3. Data Minimization: Limit the collection and retention of Personal Data to what is necessary for the functionality of your Developer Application.
   4. Privacy by Design and by Default: You agree to incorporate principles of privacy by design and by default in your Developer Application. This includes minimizing data collection, using pseudonymization techniques where appropriate, and building secure data-handling practices into your development processes.
3. Data Security Measures: You must implement and maintain appropriate technical and organizational security measures to protect any data, including Personal Data, obtained through the Developer Tools.
4. Data Breach Notification: In the event of a data breach or security incident involving Personal Data collected through the Developer Tools, you must: (a) Prompt Notification: Notify Avanquest within 24 hours of discovering the incident, providing details about the nature and scope of the breach. (b) Mitigation Efforts: Take immediate steps to mitigate the effects of the breach and prevent further unauthorized access. (c) Regulatory Compliance: Comply with all legal requirements related to breach notifications, including notifying affected individuals and relevant authorities if mandated by law.
5. Audit Rights: Avanquest reserves the right to monitor and/or audit your use of the Developer Tools to ensure compliance with data protection and security requirements. If requested, you must provide evidence of your compliance, including data protection impact assessments and records of processing activities.
6. Data Processing Agreement (DPA). If your use of the Developer Tools involves processing Personal Data, you may request a Data Processing Agreement (DPA) from Avanquest (available at [add a link]). The DPA, incorporated by reference into these Terms when applicable, will define the roles and obligations of each party concerning data protection and ensure compliance with relevant laws, including the GDPR. The DPA outlines the responsibilities of both the Developer and Avanquest in safeguarding Personal Data and maintaining legal compliance.
7. GDPR Compliance. Under the GDPR, both you and Avanquest act as independent data controllers for data exchanged directly between you. For End User data processed through the Developer Tools, Avanquest acts as a data processor. You must ensure that you have the necessary legal basis for processing and provide any required notices to your End Users.
8. HIPAA Compliance. If your Developer Application processes Protected Health Information (PHI) subject to HIPAA regulations, you may request a Business Associate Agreement (BAA) from Avanquest by reaching out with all the Developer Application details and your SodaPDF’s license number to [email protected]. The BAA will outline the terms for handling and protecting PHI in compliance with HIPAA. It is your responsibility to determine the applicability of HIPAA to your use of the Developer Tools and request a BAA if needed.
9. Processing of Developer data (lawful basis). Avanquest processes Personal Data related to Developers based on contrat and the lawful basis of contractual necessity. This means that the processing of data is required for the performance of a contract between Avanquest and the Developer, or to take steps at the request of the Developer before entering into such a contract. Personal Data collected and processed under this basis includes account registration details, billing information, and any other data necessary to provide and support the Developer Tools and associated services.

8. Confidentiality

1. Obligations of Confidentiality: You agree to: (a) Maintain the confidentiality of Avanquest’s Confidential Information using the same degree of care you use to protect your own confidential information, but not less than a reasonable standard of care; (b) Use Confidential Information solely for the purpose of developing and operating your Developer Application in compliance with these Terms; and (c) Not disclose or share Avanquest’s Confidential Information with any third party without Avanquest’s prior written consent, except as necessary for your employees or contractors who are bound by confidentiality obligations as stringent as those in these Terms.
2. Permitted Disclosures: You may disclose Confidential Information if required by law, regulation, or a valid court order. However, you must provide Avanquest with prompt written notice (if legally permitted) to allow Avanquest to seek a protective order or other appropriate remedy.
3. Return or Destruction: Upon termination of your access to the Developer Tools or upon Avanquest’s written request, you must promptly return or destroy all Confidential Information in your possession or control. If destruction is required, you agree to certify such destruction in writing upon Avanquest’s request.
4. No Implied Rights: Nothing in these Terms grants you any rights, title, or interest in or to Avanquest’s Confidential Information, except the limited right to use such information as expressly set forth in these Terms.
5. Data Security: You must implement and maintain appropriate security measures to protect Avanquest’s Confidential Information from unauthorized access, use, or disclosure. This includes but is not limited to using secure storage, encryption, and access control mechanisms.
6. Injunctive Relief: You acknowledge that a breach of your confidentiality obligations may result in irreparable harm to Avanquest, for which monetary damages would be insufficient. Accordingly, Avanquest may seek injunctive relief or specific performance, in addition to any other remedies available at law or in equity.

9. Ownership and Intellectual Property Rights

1. Avanquest’s Intellectual Property. All rights, title, and interest in and to the Developer Tools, including but not limited to APIs, SDKs, software code, documentation, trademarks, logos, and any related intellectual property, are owned by Avanquest or its licensors. These Terms do not grant you any ownership rights in the Developer Tools or any underlying intellectual property.
2. Rights to Developer Tools. The Developer Tools are protected by international copyright laws, trade secrets, and other intellectual property rights. You are granted a limited, non-exclusive license to use the Developer Tools solely as outlined in these Terms. You may not use any content from the Developer Tools beyond what is expressly permitted, and you must not claim any ownership over them.
3. Feedback. If you provide Avanquest with suggestions, improvements, feedback, or ideas regarding the Developer Tools ("Feedback"), Avanquest will own all rights, title, and interest in that Feedback. You hereby assign all intellectual property rights in the Feedback to Avanquest and agree that Avanquest is free to use, disclose, and otherwise commercialize such Feedback without restriction or obligation to you.
4. Developer Application. You retain ownership of your Developer Application, subject to Avanquest’s underlying intellectual property rights in the Developer Tools. Your Developer Application must not infringe upon Avanquest’s or any third party’s intellectual property rights. If your Developer Application incorporates or interacts with the Developer Tools, you must ensure that all usage aligns with these Terms.
5. Trademarks and Branding. You may not use Avanquest’s or SodaPDF’s trademarks, trade names, service marks, logos, or branding in connection with your Developer Application or for any marketing purposes without Avanquest’s prior written consent. Any permitted use must by in writing by Avanquest and must follow Avanquest’s brand guidelines and not imply endorsement or affiliation.
6. Reservation of Rights. Except for the limited licenses expressly granted under these Terms, all rights, title, and interests in the Developer Tools and any associated intellectual property are reserved by Avanquest and its licensors. You acknowledge that any unauthorized use of the Developer Tools constitutes a violation of Avanquest’s intellectual property rights.
7. Protection of Intellectual Property. You agree not to challenge, directly or indirectly, Avanquest’s ownership of or rights to the Developer Tools. If you become aware of any potential infringement of Avanquest’s intellectual property rights, you agree to notify Avanquest promptly and cooperate with any enforcement actions it may undertake.
8. Third-Party Components. The Developer Tools may include third-party software or components subject to separate license agreements. Your use of these third-party components is governed by their respective terms, and you agree to comply with all such terms. Avanquest disclaims any liability for third-party software integrated into or used in conjunction with the Developer Tools.

10. Modifications to Developer Tools and Terms

1. Right to Modify Developer Tools. Avanquest reserves the right to modify, update, or discontinue any aspect of the Developer Tools at any time, with or without notice. These modifications may include changes to the features, functionality, or performance of the Developer Tools, or may involve the removal or addition of new tools or capabilities.
2. Impact on Developer Applications. You acknowledge that updates or modifications to the Developer Tools may impact the operation of your Developer Applications, and you agree to make any necessary adjustments to ensure continued compatibility. Avanquest is not responsible for any costs incurred by you to modify or update your Developer Applications as a result of these changes.
3. Advance Notice. When possible, Avanquest will make reasonable efforts to provide advance notice of significant changes to the Developer Tools. Such notice may be given through email, the Developer Console, or postings on the SodaPDF Developer Platform.
4. Changes to Terms. Avanquest may modify these Terms from time to time to reflect changes to the Developer Tools, applicable laws, or business practices. Avanquest will notify you of any material modifications, and you will be given an opportunity to review the changes. Your continued use of the Developer Tools after the changes become effective constitutes acceptance of the modified Terms.
5. Right to Terminate Use. If you do not agree to the modified Terms or changes to the Developer Tools, you may terminate your use of the Developer Tools by providing written notice to Avanquest or by utilizing any other option we provide to you via your Developer Console, and discontinuing your use. Upon termination, you must comply with all provisions regarding data deletion, account closure, and return of Confidential Information as outlined in these Terms.
6. Versioning and Legacy Support. Avanquest may, at its discretion, provide legacy support for older versions of the Developer Tools for a limited time. However, Avanquest has no obligation to maintain or support discontinued versions indefinitely, and you may be required to migrate to newer versions to maintain functionality.
7. Feedback on Changes. If you experience issues or have feedback regarding modifications to the Developer Tools, you are encouraged to communicate this to Avanquest. While Avanquest may consider your feedback, it is under no obligation to act upon it.

11. Compliance with Laws and Export Control

1. Compliance with Laws. You agree to use the Developer Tools in accordance with all applicable laws and regulations, including but not limited to data protection laws, consumer protection laws, and intellectual property regulations. You are responsible for ensuring that your Developer Application does not violate any local or international legal requirements.
2. Export Control. The Developer Tools may be subject to export control laws, including those of the United States, Canada, and the European Union. You agree not to export, re-export, or transfer the Developer Tools to any prohibited country or individual, or for any restricted use, without proper government authorization. You must comply with all relevant export and import laws when distributing or using the Developer Application.
3. Regional Service Limitations. Unless use in a Restricted Country is specifically authorized by Avanquest, you are not permitted to use any Developer Tools in any Restricted Country or to enable users in a Restricted Country to use the Developer Tools. “Restricted Territory” means mainland China, Russia, North Korea, Iran, Iraq, Syria, Belarus, Venezuela, Myanmar (Burma), South Sudan and any other country where access or usage is restricted by local laws or is otherwise restricted pursuant to this section.

12. Support and Service Level Commitments (if applicable)

1. Support Availability: Avanquest may, at its discretion, provide support for the Developer Tools. This support may include access to documentation, technical assistance through email or a helpdesk, and updates or patches for the Developer Tools. Support availability and response times may vary based on your service level or subscription plan.
2. No Guaranteed Uptime: Avanquest does not guarantee uninterrupted access to the Developer Tools. While reasonable efforts will be made to ensure the reliability and performance of the services, scheduled maintenance, updates, or unforeseen issues may result in temporary downtime.
3. Service Level Commitments: If Avanquest offers specific service level agreements (SLAs) as part of a paid plan, these will be outlined in a separate agreement. Such SLAs may specify guaranteed response times, issue resolution timelines, and uptime percentages.
4. Limitations of Support: Avanquest’s support obligations do not cover issues caused by third-party software, your modifications to the Developer Tools, or failure to use the Developer Tools in accordance with the provided documentation.
5. Support Availability: Avanquest may provide support for the Developer Tools, which could include documentation, technical assistance, and software updates. Support availability, response times, and the scope of services depend on your service level or subscription plan.
6. Service Level Commitments: If you are eligible for a Service Level Agreement (SLA) as part of your plan, that SLA is incorporated into these Terms by reference. The detailed SLA, outlining response times, guaranteed uptimes, and resolution commitments, is available upon request or as specified in your service agreement.
7. Limitations of Support: Support does not cover issues caused by third-party software, improper use of the Developer Tools, or modifications not authorized by Avanquest.
8. No Guaranteed Uptime: While Avanquest strives for reliable service, there is no guarantee of uninterrupted access, and scheduled maintenance or unforeseen issues may cause downtime. Any SLA provisions will take precedence for covered services.

13. Term and Termination

1. Term. These Terms are effective from the date you accept them and continue until terminated by either party in accordance with this section. You may terminate your use of the Developer Tools at any time after the end of your subscribed plan. Avanquest reserves the right to terminate these Terms or suspend your access to the Developer Tools at its sole discretion, with or without notice, if (a) You violate any provisions of these Terms; (b) You use the Developer Tools in a manner that could damage, disable, overburden, or impair Avanquest’s infrastructure; (c) Avanquest decides to discontinue the Developer Tools.
2. Effect of Termination. Upon termination: (a) All rights and licenses granted to you under these Terms will immediately cease; (b) You must destroy all copies of the Developer Tools, including any Confidential Information in your possession or control; (c) Any provisions of these Terms that by their nature should survive termination (such as confidentiality, intellectual property rights, and indemnification) will remain in effect.
3. Suspension of Access. Avanquest may suspend your access to the Developer Tools, either temporarily or permanently, for reasons including but not limited to security concerns, compliance with legal requirements, or if your use of the Developer Tools poses a risk to Avanquest or other users.
4. No Liability for Termination. Avanquest shall not be liable to you or any third party for termination or suspension of access to the Developer Tools, except as expressly provided in these Terms.

14. Representations and Warranties

1. By the Developer. You represent and warrant that:
   1. Authority and Capacity. You represent and warrant that you have the legal authority and capacity to enter into these Terms on behalf of yourself or your organization. If you are accepting these Terms on behalf of an entity, you warrant that you have the necessary authority to bind that entity to these Terms.
   2. No Infringement: You represent and warrant that your Developer Application, and the use of the Developer Tools within your application, will not infringe, misappropriate, or violate the intellectual property rights or any other rights of any third party. You also warrant that you have obtained all necessary rights, licenses, or permissions to use any third-party content incorporated into your Developer Application.
   3. Compliance with Laws. You represent and warrant that your use of the Developer Tools and the development, distribution, and operation of your Developer Application will comply with all applicable laws, regulations, and industry standards. This includes, but is not limited to, laws related to data protection, consumer protection, and intellectual property rights.
   4. No Malicious Code. You represent and warrant that your Developer Application will be free from any harmful or malicious code, including but not limited to viruses, worms, Trojan horses, or other harmful software. You will not use the Developer Tools to create applications that compromise the security or functionality of the SodaPDF Platform or any user’s data or system.
   5. Data Handling and Privacy. If your Developer Application collects, processes, or transmits Personal Data, you warrant that you will handle such data in compliance with all applicable Data Protection Laws. You also warrant that you will implement appropriate measures to protect the privacy and security of the data and that you have obtained all necessary consents from End Users.
   6. No Misrepresentation. You warrant that you will not misrepresent or make false claims about the capabilities, performance, or security of your Developer Application or imply any endorsement by Avanquest without prior written consent. Any claims you make about your Developer Application must be truthful and substantiated.
   7. Accurate Information. You represent and warrant that all information you provide to Avanquest, whether during the account registration process or subsequently, will be accurate, complete, and up to date. You agree to promptly update any information that becomes outdated or inaccurate.
   8. Use of Developer Tools. You warrant that you will use the Developer Tools only as permitted under these Terms and will not attempt to circumvent any technical restrictions or security measures implemented by Avanquest.
   9. No Unlawful Use: You represent and warrant that you will not use the Developer Tools or your Developer Application to engage in or facilitate any unlawful, fraudulent, or harmful activities. This includes, but is not limited to, activities that violate data privacy laws, facilitate cyberattacks, or promote illegal content.
2. By Avanquest. Avanquest represents and warrants that: (a) It has the authority to grant the licenses specified in these Terms; (b) The Developer Tools provided to you are free from any known malicious code at the time of delivery; (c) Avanquest will use reasonable efforts to maintain the security and integrity of the Developer Tools.
3. Disclaimer of Warranties. Except as expressly provided, the Developer Tools and the SodaPDF Platform are provided "as is" and "as available" without warranties of any kind, whether express or implied. Avanquest disclaims all other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
4. Limitation of Scope: The warranties made by Avanquest do not cover issues caused by: (a) Your modifications to the Developer Tools; (b) Your use of the Developer Tools in combination with unauthorized software or hardware; (c) Any third-party components integrated by you into your Developer Application.

15. Disclaimers and Limitation of Liability

1. Disclaimer of Warranties. Except as explicitly stated in these Terms, the Developer Tools and the SodaPDF Platform are provided on an "as is" and "as available" basis. Avanquest expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Avanquest does not guarantee that the Developer Tools will be uninterrupted, error-free, or free from harmful components.
2. No Responsibility for Developer Applications. Avanquest and/or its licensors are not responsible for the functionality, performance, or security of your Developer Applications or any third-party software you integrate with the Developer Tools. You assume full responsibility for all risks associated with using the Developer Tools to develop and deploy your applications.
3. Limitation of Liability. To the maximum extent permitted by applicable law, Avanquest and its affiliates, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, whether incurred directly or indirectly, arising from your use of or inability to use the Developer Tools, or any interruption or cessation of service even if Avanquest has been advised of the possibility of such damages. Avanquest and its affiliates or licensors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, whether incurred directly or indirectly, arising from:
4. Acknowledgement of Risk. You acknowledge and agree that the limitations of liability set forth in this section are a fundamental basis of the bargain and reflect a fair allocation of risk between the parties, and that Avanquest would not have entered into these Terms without these limitations.

16. Indemnification and Liability

1. You agree to indemnify, defend, and hold harmless Avanquest, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, losses, damages, expenses, and costs (including reasonable attorney’s fees) arising out of or related to: (a) Your use or misuse of the Developer Tools or the SodaPDF Platform; (b) Your Developer Application, including any infringement or alleged infringement of any third-party rights; (c) Any violation of these Terms by you or your End Users; (d) Your breach of any representations or warranties made in these Terms.
2. Indemnification Procedure. Avanquest will notify you of any claim for which it seeks indemnification and will provide you with reasonable assistance, at your expense, in defending the claim. You may not settle any claim in a manner that imposes an obligation on Avanquest or affects Avanquest’s rights without prior written consent.

17. Governing Law and Dispute Resolution

1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict of law principles. You agree that any legal matter or dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Montreal, Quebec, Canada.
2. Good Faith Negotiations. Before initiating any formal legal action, both parties agree to attempt to resolve any disputes amicably through good faith negotiations. Either party may initiate such discussions by providing written notice of the dispute and proposing a resolution.
3. Binding Arbitration. If a dispute cannot be resolved through good faith negotiations, it shall be submitted to binding arbitration. The arbitration will be conducted in accordance with the rules of [insert applicable arbitration institution, e.g., the International Chamber of Commerce or ADR Institute of Canada] and will take place in Montreal, Quebec, unless otherwise agreed upon. The arbitration will be conducted in English, and the decision rendered by the arbitrator(s) will be final and enforceable in any court of competent jurisdiction.
4. Exceptions to Arbitration: Notwithstanding the above, Avanquest may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent or address breaches of confidentiality, intellectual property infringement, or other actions that could cause irreparable harm.
5. Waiver of Class Actions. You agree to resolve disputes with Avanquest on an individual basis. You waive the right to participate in any class, consolidated, or representative action, and any arbitration or legal proceeding shall be conducted solely between you and Avanquest.
6. Costs and Fees. Each party shall bear its own costs and expenses related to arbitration, except as otherwise awarded by the arbitrator. If Avanquest is required to enforce its rights or collect any damages, it may recover reasonable attorney's fees and associated costs.
7. Severability. If any provision of this section is found to be unenforceable, the remaining provisions shall still be enforced to the fullest extent permissible under applicable law.

18. Miscellaneous Provisions

1. Entire Agreement. These Terms constitute the entire agreement between you and Avanquest with respect to the subject matter and supersede any prior or contemporaneous agreements, communications, or understandings, whether written or oral. Any additional terms you provide, whether stated or implied, are expressly rejected unless agreed upon in writing by Avanquest.
2. Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
3. No Waiver: Avanquest’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Avanquest.
4. Assignment: You may not assign or transfer these Terms, in whole or in part, without Avanquest’s prior written consent. Avanquest may assign these Terms or any of its rights and obligations to an Affiliated Company or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
5. Relationship of the Parties: Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Avanquest. Both parties are independent contractors, and you agree not to represent yourself as an employee or agent of Avanquest.
6. Notices: All notices required or permitted under these Terms shall be in writing and delivered to the addresses specified by the parties, either by email, registered mail, or a recognized courier service. Notices to Avanquest must be sent to [insert official address or email]
7. Force Majeure: Avanquest will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or interruptions in internet or communication services.
8. Governing Language. These Terms are drafted in English, which shall be the governing language. If these Terms are translated into any other language, the English version shall prevail in the event of a conflict.
9. Contact. If you have any questions, concerns, or requests related to these Terms or the use of the Developer Tools, you can contact Avanquest Software Canada at: [email protected]
10. Feedback: If you provide feedback, suggestions, or ideas to Avanquest regarding the Developer Tools (“Feedback”), you grant Avanquest a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into its products and services without any obligation to you. Avanquest may use this Feedback for any purpose, including improvement and development of the Developer Tools.

Annex: Acceptable Use, Conduct and Prohibited Activity Guidelines

1. Compliance with Laws: You agree to use the Developer Tools in compliance with all applicable local, national, and international laws and regulations. This includes but is not limited to data privacy laws, export control regulations, and intellectual property laws. Your Developer Application must not be used to facilitate or engage in illegal activities.
2. Prohibited Conduct: The following activities are strictly prohibited when using the SodaPDF Developer Tools and services
   1. Malicious Activity: Using the Developer Tools to distribute malware, viruses, worms, Trojan horses, or any other harmful or destructive code.
   2. Unauthorized Access: Attempting to gain unauthorized access to Avanquest’s servers, networks, or data, or interfering with the proper functioning of the SodaPDF Platform or other users' applications.
   3. Misrepresentation: Falsely implying an affiliation with or endorsement by Avanquest, or misrepresenting the origin, ownership, or purpose of your Developer Application.
   4. Data Harvesting: Using the Developer Tools to collect, harvest, or scrape data from the SodaPDF Platform, other than as expressly permitted by Avanquest and necessary for the proper functioning of your Developer Application.
   5. Excessive Load: Making excessive API requests or engaging in behavior that could overwhelm or degrade the performance of the SodaPDF services or infrastructure.
   6. Inappropriate Content: Endorsing or distributing offensive, hateful, or illegal content, including but not limited to adult material, violence, discriminatory speech, or the unauthorized promotion of pharmaceuticals or gambling.
   7. Content Modification: Altering or blocking legitimate content from appearing as intended, including ad content, search results, or web page elements, to generate revenue or deceive users.
   8. Circumventing Restrictions: Attempting to bypass any technical limitations or security measures put in place by SodaPDF or Avanquest to protect its services or ensure fair use.
   9. Misrepresentation: Making false claims or misrepresentations about the capabilities or security of your Developer Application or implying endorsement by Avanquest without permission.
   10. Unapproved Integrations: Using the Developer Tools to facilitate unauthorized connections, including engaging in activities that bypass security controls or perform operations without proper authorization.
3. Respect for Privacy: Your Developer Application must respect user privacy and not collect, use, or share Personal Data without obtaining explicit consent from the user. You must provide a clear and accessible privacy policy explaining how user data is collected, used, stored, and shared.
4. Security Obligations: You are responsible for ensuring that your Developer Application is secure and free from vulnerabilities. This includes implementing appropriate safeguards to protect data collected through the Developer Tools and regularly auditing your application for potential security risks.
5. No Abuse of Platform: You must not use the Developer Tools to create applications that abuse, exploit, or otherwise interfere with the SodaPDF Platform. This includes, but is not limited to, creating automated bots, spamming, or using the tools in a way that diminishes the experience for other users.
6. Responsibility for End Users: You are responsible for ensuring that the End Users of your Developer Application do not engage in prohibited activities using your application. If an End User violates these Terms through your application, you must take prompt corrective action.
7. User-Generated Content: If your Developer Application allows End Users to upload or generate content, you must implement measures to prevent the submission of offensive, infringing, or unlawful material. You are required to have policies in place for reporting and removing such content.
8. Third-Party Compliance: If you integrate or use Third-Party Services in conjunction with the Developer Tools, you are responsible for ensuring that such integrations do not conflict with these Terms and comply with all applicable third-party terms and conditions.