This Agreement hereby incorporates the terms of the following additional documents, including all future amendments or modifications thereto:
Please read this agreement carefully to ensure that you understand each provision.
1.Use of Our Service
Digitile operates an online file productivity suite for company documents that empowers our users and others to organize, share, tag, view files., rename, or delete files that reside in 3rd party applications or local desktop. You may use the Service only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. The Service may not be available to any Users previously removed from the Service by Digitile. By using the Service, you represent and warrant that you have the full right, power and authority to enter into this Agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this Agreement.
License to use the Digitile Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service and as permitted by the features of the Service. Digitile reserves all rights not expressly granted herein in the Service and the Digitile Content (as defined below). Digitile may terminate this license at any time for any reason or no reason.
Additional terms may apply for any files that you sync or download from the Service.
Your Digitile account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Digitile account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Digitile with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your user token credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code. You must notify Digitile immediately of any breach of security or unauthorized use of your account. Digitile will not be liable for any losses caused by any unauthorized use of your account.
Certain portions of the Service, such as Digitile, may allow you to create or contribute to group accounts (“Sub-Account”). Access to a Sub-Account will be made available only to those Users who are authorized by the creator or controller of the Brand (“Brand Owner”). The Brand Owner will be responsible for adding Users to the Sub-Account, for managing permissions for authorized Users, and otherwise for managing the account as set forth in this Agreement.
You may control your User profile and how you interact with the Service by changing the settings in your account. By providing Digitile your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
When you create a Digitile account, you have to provide us with accurate information. You are responsible for any activity that occurs on your account, so make sure you have a strong password.
Your Digitile account is your unique identity. Don’t share your Digitile account.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Digitile servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) using any Digitile Content (as defined below), including any Digitile trademarks, in any manner that might tarnish, disparage, or reflect adversely on such Digitile Content; (xiv) using any Digitile trademark or any variant thereof including misspellings as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data; (xv) adopting or using, without our prior written consent, any word or mark which is similar to or likely to be confused with Digitile trademarks; (xvi) copying, imitating or using, in whole or in part, the look and feel of the Service (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of Digitile; (xvii) using any Digitile Content to link to the Digitile website without the prior written consent of Digitile; or (xviii) framing or hotlinking to the Service or any content other than your own without the prior written consent of Digitile.
Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Digitile Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If your account is terminated for any reason, you must obtain written authorization from Digitile prior to establishing another account. If you attempt to establish another account without obtaining such authorization, Digitile may permanently ban you from the Service. You may not have more than one active account at any time without the written consent of Digitile in each instance.
You are solely responsible for your interactions with other Digitile Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Digitile shall have no liability for your interactions with other Users, or for any User’s action or inaction.
4.User File Content
Some areas of the Service allow Users to submit/upload User File Content such as profile information, comments, questions, documents, files, tags, videos, photographs, illustrations, fonts, designs, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User File Content”). You retain ownership of your User File Content, and you understand that if you post User File Content under a Brand, the Brand Owner will own—and be entirely responsible for—all such User File Content. Account administrators may request in writing a copy of auto and custom tags associated with each file. Within 14-days from the written request for tags, Digitile will provide the Account Administrator a CSV file of any auto and custom tags associated with each file related to their account.
4.2 Uploading User File Content to Digitile.
You agree not to submit User File Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User File Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or publicity. Digitile reserves the right, but is not obligated, to reject and/or remove any User File Content that Digitile believes, in its sole discretion, violates these provisions. You understand that publishing your User File Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. Further, you understand that if you contribute User File Content under a Brand, the Brand Owner will own—and be entirely responsible for—all such User File Content.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User File Content, you affirm, represent and warrant the following:
- Your User File Content and Digitile’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy and publicity rights.
- There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User File Content or which might in any way impair the rights granted by you hereunder.
- You will not transmit unsolicited emails or engage in spamming to publicize or promote your relationship with Digitile.
Upon making or learning of any claim that is inconsistent with any of the representations or warranties made by you, Digitile shall send you written notice of such claim, using the email address provided by you to Digitile, specifying the details of the claim as then known to Digitile.
Digitile takes no responsibility and assumes no liability for any User File Content that you or any other User or third party posts, uploads or sends over the Service. You shall be solely responsible for your User File Content and the consequences of uploading or posting and you agree that we are only acting as a passive conduit for the online aggregator of your User File Content. You understand and agree that you may be exposed to User File Content is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Digitile shall not be liable for any damages you allege to incur as a result of User File Content.
We welcome you to upload file descriptions, file tags and other content to Digitile, but we don’t allow anything that is offensive, obscene, or could constitute or contribute to a criminal or civil offense, including copyright and other Intellectual Property Right violations.
- Our Proprietary Rights
Except for your User Files, associated metadata and User 3rd Party token credentials, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, User Files belonging to other Users belonging to other Users (the “Digitile Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Digitile and its licensors (including other Users who post or share User Files (as defined below) to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Digitile Content. Use of the Digitile Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
Except for the User Files, associated metadata and User 3rd Party token credentials you provide to Digitile, all materials on the Service are exclusively owned by Digitile.
You may choose to, or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Digitile under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Digitile does not waive any rights to use similar or related ideas previously known to Digitile, or developed by its employees, or obtained from sources other than you.
7.1 Billing Policies.
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment listed on the Service which we may update from time to time. Digitile may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
7.2 No Refunds.
You may cancel your Digitile account at any time; however, there are no refunds for cancellations. In the event that Digitile suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any credits, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
7.3 Payment Information; Taxes.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, licenses, royalties, transactions, or other monetary transaction interactions.
Certain aspects of the service may allow you to obtain certain status indicators (“Digitile Property”). You understand and agree that regardless of terminology used, Digitile Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at Digitile’s sole discretion. Digitile Property is not redeemable for any sum of money or monetary value from Digitile at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of Digitile on Digitile servers, including without limitation any data representing or embodying any or all of your Digitile Property. You agree that Digitile has the absolute right to manage, regulate, control, modify and/or eliminate Digitile Property as it sees fit in its sole discretion, in any general or specific case, and that Digitile will have no liability to you based on its exercise of such right. All data on Digitile’s servers are subject to deletion, alteration or transfer.
Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on Digitile’s servers, may be deleted, altered, moved or transferred at any time for any reason in Digitile’s sole discretion, with or without notice and with no liability of any kind. Digitile does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on Digitile’s servers.
Digitile cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
You agree to defend, indemnify and hold harmless Digitile and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity, or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User File Content, or any content that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.
If Digitile suffers damages or claims relating to your content, account, or use of the Service or your violation of these terms, any laws, or any other individual’s rights, you are responsible for all costs.
The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, the implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Digitile, its subsidiaries, and its licensors do not warrant that the content, including without limitation User File Content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.
Digitile does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Digitile service or any hyperlinked website or service, and Digitile will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
14.Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Digitile, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service, including without limitation, your submission of User File Content. Under no circumstances will Digitile be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Digitile assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user file content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Digitile, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Digitile hereunder or $100.00, whichever is greater.
No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of you more than one (1) year after the cause of action first arose.
Notwithstanding anything to the contrary contained herein, Digitile shall not be liable for any damages, costs or losses arising as a result of modifications made to User File Content, or other content, any additions or combinations of User File Content or company documents with other content, or the context in which the User File Content, or other content is used by you.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Digitile has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. Disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from its facilities in the United States. Digitile makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
We disclaim all liability in connection with your use of the Service. To the extent we are found liable for anything, the maximum we are obligated to pay is the greater of $100.00 or however much you paid to us.
You agree that: (i) the Service shall be deemed solely based in Arizona; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Digitile, either specific or general, in jurisdictions other than Arizona. This Agreement shall be governed by the internal substantive laws of the State of Arizona, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Maricopa County, Arizona for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
These terms are governed by the laws of Arizona. If we need to enforce our Intellectual Property Rights against you, you agree to have the issue resolved only in the courts of Maricopa County, Arizona.
For any dispute with Digitile, you agree to first contact us at support@Digitile.io and attempt to resolve the dispute with us informally. In the unlikely event that Digitile has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Digitile claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Maricopa County, Arizona, unless you and Digitile agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Digitile are each waiving the right to a trial by jury or to participate in a class action.
If you have any disagreements, contact us first. We’re decent people, but if we can’t work it out, then you agree to submit the dispute to arbitration in Maricopa County, Arizona (except in certain circumstances relating to the protection of Intellectual Property Rights.)
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Digitile without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
17.2 Notification Procedures and Changes to the Agreement.
17.3 Entire Agreement/Severability.
This Agreement, together with the
At, any amendments and any additional agreements you may enter into with Digitile in connection with the Service, shall constitute the entire agreement between you and Digitile concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
17.4 No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Digitile’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at support@Digitile.io with any questions regarding this Agreement.