Dirigent.io Terms of Service

Feb 2016

Dirigent.io ("Dirigent.io") ("Dirigent") is a product of Digitaz Information Technology doo, referred to hereinafter as, "Digitaz", "We", "Us" or "Our" as appropriate.

These Terms cover your use and access to our hosted or cloud-based solution (currently designated as "Dirigent.io Cloud" deployments) ("Dirigent.io Hosted Services"), commercially available downloadable software products (currently designated as "Dirigent.io Server" or "Dirigent.io Remote Agent" deployments) ("Software") together with related documentation ("Documentation"), other Dirigent.io related support or maintenance services and other services that may from time to time be offered (collectively, the "Services") provided by Digitaz.

You, the end user ("You"), accept to be bound by the following terms and conditions and any policies or amendments that may be presented to you from time to time (collectively, the "Terms" or "Terms of Service") by using Dirigent.io services generally or by clicking on "Install" (or similar wording) when you download Dirigent.io software.

Wherever used in these Terms, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.

Account

"Account" means the Account purchased from Dirigent.io in which several Users can be created. In order to place orders to access or receive any Services, you may be required to provide current and accurate identification, including a valid email address, and other information as part of the registration process and/or use of the Service. You are responsible for maintaining the confidentiality and security of your account and password, and are responsible for all activities that occur under your account. You must also update your information so that we may send notices, statements and other information to you by email or through your account. Dirigent.io cannot and will not be liable for your failure to comply with this security obligation.

Authorised Users

“Authorised Users” are individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services using user identifications and passwords supplied by you and for whom you have paid the required fees. Dirigent.io may allow you to designate different types of Authorised Users, in which case pricing and functionality may vary according to the type of Authorised User. Authorised Users may be your employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may increase the number of Authorised Users permitted to access your instance of the Dirigent.io by placing a new Order or, in some cases, directly through the Service. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorised Users.

Orders

Dirigent.io’s Services ordering procedure and documentation or purchase flow (“Order”) will specify your authorised scope of use for the Services, which may include:
(a) number and type of Authorised Users (as defined below),
(b) numbers of licenses, copies or instances (for Software),
(c) number of Remote Agent or other client connections,
(d) storage or capacity (for Hosted Services), or
(e) other restrictions or billable units (as applicable, the “Scope of Use”).
The term “Order” also includes any applicable Services, Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.

Acceptable Use Policy

You shall:
(a) be responsible for your and your Authorised Users’ compliance with these Terms of Service, including the Fair Use Policy;
(b) be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of the means by which you acquired or generated Customer Content;
(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping you password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services;
(d) be solely responsible and liable for all activity conducted through your account in connection with the Services;
(e) promptly notify Dirigent.io if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account;
(f) use the Services only in accordance with applicable laws and government regulations;
(g) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services.
You must not:
(i) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or make the Services available to anyone other than to your Authorised Users;
(ii) use the Services for the benefit of any third party;
(iii) incorporate any Services into a product or service you provide to a third party;
(iv) sell, trade, or otherwise transfer your Accounts to another party;
(v) interfere with any license key mechanism in the Services or otherwise circumvent mechanisms in the Services intended to limit your use;
(vi) use the Services to store or transmit any content, including Your Data, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law;
(vii) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
(viii) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);
(ix) remove or obscure any proprietary or other notices contained in any Services;
(x) publicly disseminate information regarding the performance of the Services;
(xi) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services;
(xii) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
(xiii) attempt to gain unauthorized access to the Services or its related systems or networks; or (xiv) authorise, permit, or encourage any third party to do any of the above.

Third-Party Products and Services

You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase services from other third parties via third-party websites or applications (collectively, the “Third-Party Services”). When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not Dirigent.io. Dirigent.io makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.

Software License Rights

Subject to the terms and conditions of this Agreement, Dirigent.io grants you a non-exclusive, non-sublicenseable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement. The term of each Software license (“License Term”) will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order. The Software requires a license key in order to operate, which will be delivered as described in Section Delivery.

Number of Software Instances

Unless otherwise specified in your Order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement.

Access to Hosted Services

Subject to the terms and conditions of this Agreement, Dirigent.io grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement. Dirigent.io offers client software such as Remote Agent or a desktop or mobile application for Hosted Service, and you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.

Hosted Services Subscription Terms and Renewals

Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account at Dirigent.io. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

Hosted Services Credentials

You must ensure that all Authorized Users keep their user usernames and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. Usernames are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Dirigent.io of any unauthorized use of which you become aware.

Your Data in Hosted Services

“Your Data” (“Your Data” or "Customer Content") means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Dirigent.io. Subject to the terms of this Agreement, you hereby grant to Dirigent.io a non-exclusive, worldwide, royalty-free right to:
(a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and
(b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. Dirigent.io may also access your account or instance in order to respond to your support requests.

Hosted Services Security

Dirigent.io implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

Hosted Services Storage Limits

There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. Dirigent.io reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.

Hosted Services Responsibility for Your Data

You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our Acceptable Use Policy and all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:
(i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Dirigent.io and to grant the rights granted to Dirigent.io in this Agreement and
(ii) Your Data and its transfer to and use by Dirigent.io as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.
Other than its security obligations under Section Security, Dirigent.io assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.

Hosted Services Indemnity for Your Data

You will defend, indemnify and hold harmless Dirigent.io from and against any loss, cost, liability or damage, including attorneys’ fees, for which Dirigent.io becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving:
(i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice);
(ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and
(iii) all reasonable necessary cooperation of Dirigent.io at your expense.

Hosted Services Removals and Suspension

Dirigent.io has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may:
(1) remove Your Data from the Hosted Services or
(2) suspend your access to the Hosted Services.
We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services as described in this section. We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.

Hosted Services Support and Maintenance

Dirigent.io will provide the support and maintenance services for Dirigent.io during the period for which you have paid the applicable fee. Support and maintenance will be provided at the support level and during the support term specified in your Order. The support and maintenance terms may be modified by Dirigent.io from time to time to reflect process improvements or changing practices. Support and maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.

Fair Use Policy

Dirigent.io may suspend your access to the Hosted Services for abusive practices that degrade the performance of the Services for you and/or other customers of Dirigent.io.

Licence and Login (Sign In) Instructions Delivery

We will deliver the applicable license keys (in the case of Software) or login (Sign In) instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that Dirigent.io has no further delivery obligation with respect to the Software after delivery of the license keys.

Free Services

We may offer Dirigent.io Services to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“Free Services”). Your use of Free Services is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use Free Services for competitive analysis or similar purposes. We may terminate your right to use Free Services at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Free Services, including any Support and Maintenance, warranty, and indemnity obligations.

Payment

You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, all amounts are non-refundable, non-cancelable and non-creditable and you will pay all amounts in Euros at the time you place your Order. In making payments, you acknowledge that you are not relying on future availability of any Services beyond the current License Term or Subscription Term or any Service upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may send you an invoice or bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you believe your invoice is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Taxes

Dirigent.io fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Serbia taxes based solely on Dirigent.io's income.

Intellectual Property Ownership and Feedback

Dirigent.io is available on a limited license or access basis, and no ownership right is conveyed to you. Dirigent.io and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Services (including all Free Services), their “look and feel”, any and all related or underlying technology, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Dirigent.io. We may freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

Term and Termination

This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Dirigent.io, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Hosted Services subscriptions, or Support and Maintenance. Once the Agreement terminates, you and your Authorised Users will no longer have any right to use or access any Services, or any information or materials that we make available to you under this Agreement.

Warranty and Disclaimer

Except as expressly set forth in this Agreement, Dirigent.io and its subsidiaries and affiliates and its licensors, makes no express or implied warranties of any kind with respect to Dirigent.io Services including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose. The Dirigent.io Services and website are provided on an "AS IS" and "AS AVAILABLE" basis. The entire risk as to the quality and performance of the user of Services is with you. Dirigent.io does not warrant that Services will meet your expectations or requirements or that the service will be uninterrupted, timely, or error-free including any errors or omissions in the provision of Dirigent.io Services.

Limitation of Liability

IN NO EVENT SHALL DIRIGENT.IO BE LIABLE TO YOU FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. YOU FURTHER WAIVE ANY CLAIM CONCERNING PERFORMANCE OR NONPERFORMANCE BY DIRIGENT.IO PURSUANT TO OR IN ANY OTHER WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, OR FOR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND INFRINGEMENT. IN THE EVENT A COURT DISALLOWS THE EXTENT OF SUCH WAIVER, YOUR SOLE REMEDY SHALL BE THE ACTUAL DAMAGES UP TO THE AMOUNT ACTUALLY PAID BY YOU TO DIRIGENT.IO FOR THE DIRIGENT.IO SERVICE OR SOFTWARE DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE FOR THE DIRIGENT.IO SERVICE.

Publicity Rights

We may identify you as an Dirigent.io customer in our promotional materials. You may request that we stop doing so by submitting an email to Dirigent.io at any time. Please note that it may take us up to 30 days to process your request.

Improving Our Services

We are always striving to improve our Services and in order to do so, we need to occasionally upgrade our Services, to measure, analyze, and aggregate how users interact with our Services, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Services as described in our Privacy Policy.

Dispute Resolution

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. Any disputes arising shall be settled with final and conclusive effect by the competent court in Belgrade.

Applicable Law

These Terms represent the complete agreement concerning subject matter hereof. The Terms and the relationship between you and Dirigent.io shall be governed by the laws of the Republic of Serbia without regard to its conflict of law provisions.

Waiver and Severability of Terms

The failure of Dirigent.io to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of this contract is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

Force Majeure

Dirigent.io 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.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Dirigent.io Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Disclosure of Information

Dirigent.io may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Dirigent.io shall not be liable for any use or disclosure of such information by such third parties.

Exclusions and Limitations

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this terms and conditions. In the event a jurisdiction does not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability, only the above limitations which are lawful in your jurisdiction will apply to you and Dirigent.io's liability will be limited to the maximum extent permitted by law.

General Information

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. This Agreement is the entire agreement between you and Dirigent.io relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Updates and Notices

We may update these Terms in the future and we may choose to provide you with notices, including changes to the Terms, by email, regular mail, or postings regarding Dirigent.io Services. You will be able to find the most current version of this agreement at the Term section of the Dirigent.io website. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your Dirigent.io account, or in the Software itself. If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to Free Services, accepting the updated Agreement is required for you to continue using the Free Services. Any notice under this Agreement must be given in writing. Our notices to you will be deemed given upon the first business day after we send it. Your notices to us will be deemed given upon our receipt. Questions regarding these Terms of Service and/or the pricing and billing practices of Dirigent.io should be mailed to Dirigent.io Information Technology doo, Laze Nancica 2, Novi Sad, Serbia.