The Website Terms of Service constitute a binding legal contract between you and DigiFi, and are in addition to any other agreements between you and DigiFi, that govern your use of products, services, content, tools and information available on the Website. If there is any contradiction between these Website Terms of Service and another agreement you enter into with DigiFi, the other agreement shall take precedence.
By using or accessing the Website, you agree that DigiFi may modify the Website Terms of Service or the Website at any time without prior notice. Your continued use of the Website after any modification of the Website Terms of Service will indicate your acceptance of the relevant modification and the Website Terms of Service as so modified.
It is your responsibility to review the Website Terms of Service from time to time to see if modifications have been made. Any modification is effective immediately from and after DigiFi's posting of such modification on the Website, or other update of the Website or the Website Terms of Service. You will know if these Website Terms of Service have been modified since your last visit to the Website by referring to the "Last Modified" date at the end of this page. DigiFi reserves the right, at any time or from time to time, to modify, add to, delete or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law.
Although we strive to maintain adequate safeguards designed to protect personal information, please be aware that no security measures are completely secure or impenetrable. We cannot guarantee that only authorized persons will view your information or that information you share on the Website or via e-mail or other electronic communication with DigiFi will not become publicly available or intercepted by third parties. By your continued use of the Website, you acknowledge and agree that DigiFi and its service providers will not be liable for any harm or damage you may experience by transmitting or submitting personal or confidential information to DigiFi by e-mail or other electronic communications or via the Website.
The Website is designed for individuals interested in learning more about DigiFi and its products and services. You may only use the Website for this purpose.
Without limiting the generality of the preceding paragraph, you are expressly prohibited from: (a) any resale or commercial use of the Website; (b) any collection and use of any descriptions, prices or any other information posted on the Website for any purpose other than your own use or as otherwise permitted in an agreement between DigiFi and yourself ("Permitted Use"), including any purpose competitive to DigiFi or any commercial purpose, including marketing; (c) any downloading or copying of any materials contained in the Website for any reason other than for a Permitted Use; or (d) otherwise interfering with the ordinary operation or mission of the Website or DigiFi's products or services.
Your use of the Website is conditioned upon the following statements being true:
Except as explicitly permitted by the Website Terms of Service, and without limiting anything else in the Website Terms of Service, you agree not to sell, copy, publish, store, distribute, redistribute, disseminate, transmit, transfer, modify, display, reproduce, repackage and/or create any derivative works from, the Website and the Content (as defined below), in whole or in part, for any purpose, in any form or manner or by any means whatsoever. You also may not redeliver any of the pages, text, images or other Content or the Website using "framing" or similar technology or for any purpose, including any attempt to impersonate DigiFi or any employee, representative or agent of DigiFi or otherwise create the appearance or suggestion that you have a relationship to DigiFi or that we have endorsed you for any purpose. Any unauthorized use of the Website or the Content or any other intellectual property contained therein is strictly prohibited.
As conditions of your use of the Website, you agree to comply with the Website Terms of Service and all applicable laws and regulations in connection with your use of the Website. You will not violate, attempt to violate or knowingly facilitate the violation of the security (including access control or authentication systems) or integrity of the Website. Without limiting the above or anything else in the Website Terms of Service, you agree not to:
DigiFi does not have any part in the creation of any materials or information which you may provide, post, share, communicate or transmit to DigiFi or the Website. If DigiFi permits you to input, upload or make available information on the Website, you may not input, upload, post or make available any information or content that:
DigiFi reserves the right to edit, restrict or remove any content you provide for any reason at any time. In addition, DigiFi does not control the information provided by other users that is made available through the Website. You agree that you will have no claim against DigiFi or any Released Party (as defined below), for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide. Notwithstanding DigiFi's rights under the Website Terms of Service, DigiFi does not undertake, and shall not be obligated, to monitor the submission of any content to, or the publication of any content on, the Website at any time.
All rights, title, and interest in and to the Website and the Content (as defined below) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of DigiFi or its licensors, as applicable (except where another person or entity is expressly credited as the provider of such content or data). Such intellectual property is protected by federal and state law and international treaties. You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information.
Subject to the terms and conditions of the Website Terms of Service, we grant you a limited, non-transferable, non-sublicenseable, non-exclusive, revocable license to use the Website and the Content for Permitted Uses only, until such time as the Website Terms of Service terminate or expire or your right to use or access the Website is terminated in accordance with below ("Termination; Survival of Provisions"). Without DigiFi's prior written consent you may not sell, resell, rent, copy, reproduce (in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise), duplicate, edit, revise, update, enhance, modify, fix, correct, adapt, rearrange, imitate, mirror, distribute, host, license, sublicense, create derivative works from, transfer, transmit, publish, republish, display, perform or otherwise exploit for a commercial purpose the Content or software on the Website, or of any products or services sold or offered by DigiFi.
Nothing in the Website or elsewhere shall be construed as granting any license or right to use, implied or otherwise, any logo, trademark, service mark, trade dress or other identifying mark owned or licensed by DigiFi or displayed on the Website without the written permission of DigiFi (or the third-party owner of the mark, if applicable). You agree that you may not use such identifying marks in any way that would disparage or damage the reputation of DigiFi or any of its affiliates, directors, officers or employees.
For purposes of the Website Terms of Service, the "Content" shall include all contents of the Website, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of DigiFi's products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Website's likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Website.
By submitting information or other materials to us, if any, you grant DigiFi a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the Website Terms of Service and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights. You represent and warrant that you own, or have all rights necessary to submit, upload or transmit to us, any information or other material and otherwise use it for your intended purpose as of the time you submit such information or material to us.
You may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to us with respect to the Content or the Website. You and we acknowledge and agree that any such Feedback is given voluntarily. We will endeavor to consider, and may discuss with or respond to you regarding Feedback you provide, but we shall have full discretion to determine whether or not to proceed with the development of the suggested or requested enhancements, new features or functionality. Should we determine that we wish to proceed with such enhancements, features or functionality, we may elect, in our discretion, to integrate the new enhancement, feature and/or functionality into the Website, the Content or DigiFi's products and services. You hereby grant us a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of Feedback, and (b) use Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
The Website is provided to you on an "as is" and "as available" basis. Your use of the Website and any material you may access, download or otherwise obtain from or through the Website is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.
DIGIFI DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE CONTENT OR THE WEBSITE AND DIGIFI SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN.
DIGIFI MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES TO YOU OR ANY THIRD PARTY, AND ANY WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AS TO MERCHANTABILITY, SUITABILITY, INVESTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM COMPUTER VIRUS OR THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS OR SUFFICIENCY OF INFORMATION WITH RESPECT TO THE WEBSITE OR THE CONTENT. DIGIFI AND ITS VENDORS, CONTENT PROVIDERS OR SERVICE PROVIDERS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS IN OR DELAY OR INABILITY TO ACCESS, THE WEBSITE OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DIGIFI OR THROUGH THE WEBSITE OR THE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE WEBSITE TERMS OF SERVICE.
IN NO EVENT SHALL DIGIFI HAVE ANY LIABILITY FOR ANY DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, EARNINGS, CONTRACTS OR BUSINESS OPPORTUNITIES OR RELATIONSHIPS, WORK STOPPAGE OR BUSINESS INTERRUPTION, COMPUTER INTERRUPTION OR MALFUNCTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF REPUTATION OR GOODWILL, OR LOSS OR CORRUPTION OF INFORMATION OR DATA OR OTHER INTANGIBLE LOSS OR DAMAGE), LOSSES OR EXPENSES RESULTING FROM OR ARISING IN CONNECTION WITH THE USE OF THE WEBSITE OR THE CONTENT, OR THE USE THEREOF OR INABILITY TO USE THE FOREGOING BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE, PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR MALICIOUS CODE OR ANY LINE, CONNECTION OR SYSTEM FAILURE (INCLUDING INTERNET CONNECTION OR SERVICE), EVEN IF DIGIFI (OR ITS REPRESENTATIVES) HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY AGREE THAT DIGIFI'S TOTAL LIABILITY TO YOU, AND YOUR SOLE REMEDY AGAINST DIGIFI, ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO DIGIFI FOR THE USE OF THE WEBSITE DURING THE TERM OF THIS AGREEMENT.
You acknowledge that DigiFi has an interest in limiting the personal liability of its officers, directors, employees, agents, representatives and independent contractors. You agree that you will not bring any claim personally against any affiliate or subsidiary of DigiFi or any of their respective successors, assigns, shareholders, partners, members, officers, directors, managers, licensors, independent contractors, sub-contractors, consultants, employees (temporary or full-time), agents, representatives or advisors in their individual and representative capacities (collectively, the "Released Parties") in respect of any losses, expenses or damage you suffer in connection with the Website. Without prejudice to the above, you agree that the limitations of warranties and liability in the Website Terms of Service will protect the Released Parties as well as DigiFi.
Nothing in the Website Terms of Service shall exclude or limit any warranty implied or imposed by law that would be unlawful to exclude or limit, including, to the extent applicable, liability for death or personal injury or fraud. By using the Website, you agree that the exclusions and limitations of liability set out in the Website disclaimer are reasonable. If you do not think they are reasonable, you agree not to use the Website.
You acknowledge and agree that the communications between you and DigiFi are electronic. You consent to receive communications from DigiFi in an electronic form, including e-mail. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. DigiFi will use reasonable efforts to honor any request you may have to opt out from receiving e-mails. You hereby confirm and agree that your sole remedy in connection with any e-mail sent by DigiFi to shall be to stop your use of the Website.
Third Party Websites and Content
Termination; Survival of Provisions
Automatic Termination for Non-Compliance: If you are not in full compliance with all of these Website Terms of Service, the permissions granted to you under these Website Terms of Service will automatically terminate, and you agree that in such circumstance you will no longer use or access, or be entitled to use or access, the Website, the Content or any account on the Website.
DigiFi's Right to Terminate Your Use: DigiFi may terminate your right to use the Website, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which DigiFi may exercise this right to terminate your right to use the Website include: (a) you have breached any provision of the Website Terms of Service; (b) you have engaged in conduct which DigiFi, in its sole discretion, considers to be unacceptable; (c) DigiFi is required by law to do so; or (d) DigiFi no longer provides the Website. The above are only examples of circumstances in which DigiFi may terminate your right to use the Website and DigiFi may terminate your right to use the Website for any other reason in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Website or the automatic termination of your right to use the Website for non - compliance set forth above.
Voluntary Termination by You: If you want to terminate your legal agreement with DigiFi under or consisting of these Website Terms of Service, you may do so by notifying DigiFi at email@example.com.
Survival of Provisions: Your obligations and the disclaimers and provisions relating to (i) DigiFi's Intellectual Property, Copyrights and Identifying Marks, (ii) Disclaimer of Warranties; Limitation of Liability, (iii) Indemnification and(iv) Miscellaneous will survive any termination or expiration of the Website Terms of Service for any reason.
Survival of Other Obligations: You acknowledge that any legal obligations you may have under any other agreement with DigiFi will not be affected in any way by the termination of the Website Terms of Service and any such other agreement between you and DigiFi will continue to be in effect in accordance with its terms.
You acknowledge and agree that misappropriation or misuse of any content or data contained on the Website or your failure, following termination of your rights to access or use the Website, to cease accessing or using the Website or any content or data contained on the Website will result in immediate and irreparable harm to DigiFi for which there is no adequate monetary remedy. If you violate the Website Terms of Service, DigiFi will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement.
Without prejudice to DigiFi's other rights under the Website Terms of Service, if you breach the Website Terms of Service in any way, DigiFi may take such action as DigiFi deems appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider or other telecommunications provider to request that it block your access to the Website and / or bringing court proceedings or taking other legal action against you.
You agree not to: (i) make any representations, warranties or guarantees on DigiFi's behalf or with respect to the Website or any content or data contained on the Website; (ii) make any false or misleading representations with regard to DigiFi or the Website or any content or data contained on the Website; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Website.
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Website Terms of Service. DigiFi may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Website Terms of Service without notifying you or obtaining your consent.
The Website Terms of Service and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the Website Terms of Service, the Website or the Content, the negotiation, interpretation, validity or performance of the Website Terms of Service, the rights and obligations of you and us hereunder or any transaction contemplated by the Website shall be governed by and construed in accordance with the laws of the State of New York without regard to the rules or principles of conflict of laws of such State or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction.
DigiFi and you each hereby irrevocably and unconditionally consent to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York, City of New York, Borough of Manhattan (the "New York Courts") for any litigation, lawsuit or proceeding between you and us arising out of or relating in any way to the Website Terms of Service (including any non-contractual claims), the Website or the Content, the negotiation, interpretation, validity or performance of the Website Terms of Service, the rights and obligations of you and us hereunder or any transaction contemplated by the Website. You and we each waive any objection to the laying of venue of any such litigation in the New York Courts and agree not to plead or claim in any New York Court that such litigation brought therein has been brought in an inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the New York Courts. You and DigiFi each hereby irrevocably waive any and all rights which you or we, respectively, may have, or may have had, to bring such litigation in or before any other court or tribunal (whether domestic or foreign), or before any similar domestic or foreign authority or body, and agree not to claim or plead any such rights.
DIGIFI AND YOU EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE WEBSITE TERMS OF SERVICE OR THE WEBSITE AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.
YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
You acknowledge and agree that all rights not otherwise expressly granted to you by the Website Terms of Service are reserved to DigiFi. You agree that no joint venture, partnership, employment, or agency relationship exists between you and DigiFi as a result of the Website Terms of Service or any use of the Website. The failure of DigiFi to exercise or enforce any right or provision of the Website Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Website Terms of Service is found by a court of competent jurisdiction to be invalid, void, unlawful or unenforceable, you and DigiFi agree that the court should give effect to the your and DigiFi's intentions as reflected in such provision, and the other provisions of the Website Terms of Service shall remain in full force and effect. The section titles in the Website Terms of Service are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and DigiFi, nor trade practice, shall serve to modify any provision of the Website Terms of Service. For purposes of the Website Terms of Service, the terms "include," "includes," "including," "such as" and "for example," shall be construed as if each term were followed by the words, "without limitation." Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.
DigiFi welcomes questions and comments about the Website Terms of Service. Questions or comments should be directed to firstname.lastname@example.org.
Last Modified: February 22, 2018