Terms of Service

June 1st, 2020

 

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

These Terms of Service ("Terms") cover your use and access to our Dirigent server software, mobile applications and Remote Agent (collectively, the "Software"), cloud solution ("Dirigent Cloud"), software provided on the web site www.dirigent.io (“Web Site”), related documentation ("Documentation") and other related support or maintenance services and other services that may from time to time be offered (collectively, the "Service") 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 by using Dirigent services generally or by clicking on "Install" (or similar wording) when you install Dirigent software.

Wherever used in these Terms, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Service. If you are accessing and using the Service 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.

These Terms are effective as of the date you indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) when you place an Order, install the Software or access and use Dirigent Cloud, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. For Free Services, you also indicate your assent to these Terms by accessing or using the applicable Free Services.

Account

"Account" means the account purchased from Digitaz in which several Users can be created. In order to place orders to access or receive any Service, 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. Digitaz cannot and will not be liable for your failure to comply with this security obligation.

Authorised Users

“Authorised Users” ("User", "Users") are individuals who are directly accessing the Service via an online sign-up process, or individual user authorized by you to use the Service using user identifications and passwords supplied by you and for whom you have paid the required fees. Dirigent may allow you to designate different types of Users, in which case pricing and functionality may vary according to the type of User. 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 Users permitted to access your instance of the Dirigent 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 Users. You are responsible for compliance with these Terms by all Users.

Orders

Dirigent’s Service ordering procedure or purchase flow ("Order") will specify your authorised scope of use for the Service, which may include:

  • number and type of Authorised Users (as defined above);
  • numbers of licenses, copies or instances (for Software);
  • number of connectors;
  • storage or capacity (for Cloud);
  • other restrictions or billable units (as applicable, the "Scope of Use").

The term "Order" also includes any applicable Service, Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.

Your Data

“Your Data” (“Your Data”, "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 the Service. You will retain all right, title and interest in and to Your Data in the form provided to the Service. Subject to these Terms, unless otherwise is expressly stated, you hereby grant to Us a non-exclusive, worldwide, royalty-free right to 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 Service to you. We may also access your account or instance in order to respond to your support requests.

License Rights

Subject to these Terms, Digitaz grants you a non-exclusive and non-transferable license to install and use the Software during the applicable license term in accordance with these Terms. The term of each Software license (“License Term”) will be specified in your Order. Your License Term will end upon any termination of these Terms, 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 to you when installing the Software on your premises.

Number of Instances

Unless otherwise specified in your Order, for each Software license that you purchase, you may install one (1) production instance of the Software on systems owned or operated by you or one of your Authorized Users.

Software Requirements and Setup

You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. The requirements include sufficient internet connectivity, up to date operating systems for computers and mobile devices. Unless otherwise specified in your Order or by the separate support and maintenance Terms, you are responsible for installation of the software, mobile applications and you acknowledge that Dirigent has no further delivery obligation with respect to the Software after delivery of the license keys.

Licence and Login Instructions Delivery

We will deliver the applicable license keys (in the case of Software) or login instructions (in the case of Cloud Services) to the email addresses specified in your Order when we have received the payment of the applicable fees. All deliveries under these Terms will be electronic.

Using Dirigent

You shall use Dirigent to automate your business processes, digitize your work environment, optimize business operations and improve your organization’s collaboration.

In addition, you will:

  • be responsible for yours and your Authorised Users’ compliance with these Terms;
  • 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;
  • 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;
  • be solely responsible and liable for all activity conducted through your account in connection with the Services;
  • promptly notify Dirigent if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account;
  • use the Services only in accordance with applicable laws and government regulations;
  • 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:
  • 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;
  • use the Services for the benefit of any third party;
  • incorporate any Services into a product or service you provide to a third party;
  • sell, trade, or otherwise transfer your Accounts to another party;
  • interfere with any license key mechanism in the Services or otherwise circumvent mechanisms in the Services intended to limit your use;
  • 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;
  • 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;
  • 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);
  • remove or obscure any proprietary or other notices contained in any Services;
  • publicly disseminate information regarding the performance of the Services;
  • access the Services in order to build a competitive product or service, copy any ideas, features, functions, or graphics of the Services;
  • interfere with or disrupt the integrity or performance of the Service or the data contained therein;
  • attempt to gain unauthorized access to the Services or its related systems or networks;
  • authorise, permit, or encourage any third party to do any of the above.

Free Services

You may use the 3-week trial absolutely for free with complete set of functionalities. Please refer to the Plans section of website to take a look at the Plans available.

We may offer Dirigent 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. 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.

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.

Subscription Terms

Currently, we offer Monthly and Annual subscription plans. After your free trial period has expired, you may choose any of the Plans available or contact us to assist you in decision making and purchasing process.

Third-Party Services

You acknowledge that the Services may enable or assist you to access or interact with services from other third parties (“Third-Party Services”) via Dirigent connectors or Remote Agent. 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 Digitaz. Digitaz 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.

Price and Payment Terms

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. All prices are presented in Euro excluding any applicable taxes, unless otherwise expressly stated. The fees for the Service is charged monthly or yearly in advance in accordance with each Order. You agree that Digitaz may send you an invoice for unpaid fees, renewals and additional users, as applicable. If you believe your invoice is incorrect, you must contact Digitaz 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.

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.

Should Digitaz, subject to a separate Terms, provide professional services to you such as customizations of the Service, customized reports, training or installation, or provide any additional work or additional costs due to circumstances for which we're not responsible for, such services will be charged in accordance with our then applicable price list for professional services.

Taxes

Dirigent 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's income.

User Consent

You will 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.

Intellectual Property Ownership and Feedback

Dirigent is available on a limited license or access basis, and no ownership right is conveyed to you. Dirigent 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. 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

these Terms are in effect for as long as you have a valid License Term or Subscription Term, unless sooner terminated as permitted in these Terms. Either party may terminate these Terms before the expiration of the Term if the other party materially breaches any of the terms of these Terms and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Terms 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 these Terms at any time with notice to us, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Cloud Services subscriptions, or Support and Maintenance. Once the Terms terminate, 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 these Terms.

Warranty and Disclaimer

Except as expressly set forth in these Terms, Dirigent and its subsidiaries, affiliates and its licensors, makes no express or implied warranties of any kind with respect to Dirigent Services including, without limitation, warranties of title, non-infringement, merchantability or fitness for a particular purpose. The Dirigent 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 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 Services.

Limitation of Liability

IN NO EVENT SHALL DIGITAZ 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 THESE TERMS OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. YOU FURTHER WAIVE ANY CLAIM CONCERNING PERFORMANCE OR NONPERFORMANCE BY DIRIGENT PURSUANT TO OR IN ANY OTHER WAY RELATED TO THE SUBJECT MATTER OF THESE TERMS, 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 DIGITAZ FOR THE DIRIGENT SERVICE OR SOFTWARE DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE FOR THE DIRIGENT SERVICE.

Dispute Resolution

In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties.

Applicable Law

These Terms represent the complete agreement concerning subject matter hereof. The Terms and the relationship between you and Digitaz 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 Digitaz 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

Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (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.

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 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

Digitaz 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. Digitaz shall not be liable for any use or disclosure of such information by such third parties.

Exclusions and Limitations

Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to these 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 Digitaz liability will be limited to the maximum extent permitted by law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Publicity Rights

We may identify you as an Dirigent customer in our promotional materials. You may request that we stop doing so by submitting an email to Digitaz 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.

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 these Terms on 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 Terms 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 Terms, 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 Terms is required for you to continue using the Free Services. Any notice under these Terms 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 Digitaz Information Technology doo, Laze Nančića 2, L5, Novi Sad, Serbia.


Thank you for choosing Dirigent, we appreciate your business and look forward to a long-term cooperation.