1. Scope of Services We offer hosted property management software services, which includes our core property management software solution (“Dgit”). To subscribe to a Service, you must sign an order form or complete the online sign-up flow, which identifies the Service to which you have subscribed, additional subscription terms, and the fees payable for such Service. By subscribing to the Services, you may access and use the Services to manage and account for the real property units that you assign to the Services (collectively, the “Units” and each a “Unit”). We reserve the right to (a) modify the Services (or any part thereof) from time to time, and we are not liable to you or to any third party for any modification of the Services, and (b) assess your Unit count at regular intervals and invoice you appropriately. 1.1. Intended Use The Services are designed and intended to be used for property management purposes in the United States. Your use of the Services for any other purpose or in any other manner is at your own risk. 1.2. No Legal Advice The Services contain features and tools designed to assist you in the operation of your business and are capable of being used to comply with certain of your regulatory or other legal obligations. Notwithstanding the foregoing, we do not make any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws, rules, or regulations. Dgit does not provide legal advice and is not engaged in the practice of law. We encourage you to consult with your legal counsel before utilizing any of the Services that may have legal ramifications. 1.3. Expanding the Services You may subscribe to additional Services (meaning any new Services we make available from time to time), increase or decrease the number of Units, or add additional databases by executing an order form or completing an additional online sign-up flow. All new Services are subject to these Terms of Service. 1.4. Migration of Data Promptly following your initial subscription to the Services, we will coordinate and work with you to migrate certain of your data into the Services. You will be responsible for providing data in a format deemed acceptable to us and will provide materials and reasonable assistance for the migration of your data. You represent and warrant that you are the rightful owner of your data and have the requisite authority to perform the migration of such data. You will retain all right, title and interest in and to your data. 1.5. Set-Up and Configuration In the event you request we provide assistance in the set-up or configuration of the Services, without in any way limiting Section 8.2, we make no representations or warranties with respect to any changes we may make or work we may perform on your behalf and at your request.
2. Modification of These Terms of Service We work constantly to improve our Services with updates, new features, and new services. And we may need to change these Terms of Service from time to time to accurately reflect our Services and practices. If we do, those revised Terms of Service will supersede prior versions. Unless we say otherwise, changes will be effective upon the “Last Updated” date located at the top of this page. We agree that changes cannot be retroactive. We will provide you advance notice of any material changes to these Terms of Service, including those pertaining to the addition of a new service. For any other changes, we will publish the revised Terms of Service and update the “Last Updated” date above. Your continued use of the Services after we modify these Terms of Service constitutes your acceptance of any revisions.
3. Customer Support We will use commercially reasonable efforts to provide complimentary technical support services to you and your authorized users of the Services. Our standard support is available Monday through Friday from 8:00 a.m. - 8:00 p.m. Eastern Time, excluding major holidays, which include Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, and New Year’s Day. You may contact customer support by emailing us at firstname.lastname@example.org.
4. Training We will make available remote, live or recorded training sessions to you and your authorized users, as well as provide tutorials, upon request.
5. Your Rights and Restrictions 5.1 Authorization to Use the Services Subject to (i) your timely payment of all fees set forth in the order form or online sign-up flow and (ii) your compliance with these Terms of Service, we authorize you to use (and permit your authorized users to use) the Services to which you have subscribed. 5.2 Authorized Users You (i) are responsible for your authorized users’ compliance with these Terms of Service, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services. Third parties are not permitted to access or use the Services or any application programming interface we may make available to you without our prior consent. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users to enforce these Terms of Service or otherwise protect our interests. 5.3 Your Responsibilities; Use of the Services In Compliance With Laws The Services contain various features, tools and workflows that assist you in the conduct of your business. We do not make any representations or warranties that your use of the Service will satisfy or ensure compliance with any legal obligations or applicable laws, rules, or regulations. You are responsible for all activities that occur under your account or by your authorized users. Without limiting the foregoing, you will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services in connection with your use of the Services. 5.4 Your Restrictions You may not, and you will ensure your authorized users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivative works based upon, or translate the Services; (ii) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any third party; (iii) use the Services except as expressly authorized under these Terms of Service or in violation of any applicable laws; (iv) engage in any illegal or deceptive trade practices with respect to the Services; (v) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain unauthorized access to the Services or its related computer systems or networks; (vi) use the Services to transmit infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (ix) use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services; (x) reformat or frame any portion of the Services; or (xi) make available or otherwise provide all or any portion of the Services, our Confidential Information (as defined below), or any application programming interface we make available to you to any of our direct or indirect competitors. Although we have no obligation to monitor your use of the Services, we may do so at our discretion and may prohibit any use of the Services we believe may be in violation of these Terms of Service or applicable laws and regulations. 5.5 Reservation of Rights No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Services or any underlying software or intellectual property. We own all rights, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof.
6. Term and Termination 6.1 Term Each Service will be for the term set forth on the order form or in the online sign-up flow you complete. Unless we discontinue a Service or you provide us with notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, such Service will automatically renew for the same period as its initial term. WRITTEN NOTICE OF NON-RENEWAL MUST BE SUBMITTED: via email to: email@example.com 6.2 Termination Either party may terminate any subscription to Services (i) if the other party breaches any of its obligations under these Terms of Service and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, we may immediately terminate your subscription to the Services if: (a) you materially breach of these Terms of Service, as determined by us in our sole and absolute discretion; (b) we reasonably believe that you are associated with conduct that is illegal, fraudulent, or that could otherwise cause a real risk of harm to us or others (whether financial, legal, business or reputational harm). Upon termination of your subscription, you will immediately discontinue all use of the Services, cease to represent that you are a user of the Services, and destroy all our Confidential Information (as defined in Section 9 below) in your possession. Neither party will be liable for any damages resulting from a valid termination of any subscription(s) to Services; provided, however, that termination will not affect any claim arising prior thereto. 6.3 Handling of Your Data in the Event of Termination You agree that following expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period, we may delete your account and data. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all undisputed amounts owed to us. You further agree that we will not be liable to you or to any third party for any termination of your access to the Services or deletion of your data, provided that we are in compliance with the terms of this Section 6.3. 6.4. Termination for Convenience; Early Termination Fee You may terminate your subscription to the Services for convenience at any time by providing thirty (30) days’ prior written notice to us; provided, however, that if you terminate your subscription prior to the end of its term under this Section 6.4, then you will pay to us an early termination fee equal to fifty percent (50%) of the Service Fees (as defined below) payable for the remaining period of your subscription, calculated on a pro rata basis (the “Early Termination Fee”). In the event you subscribe to but do not use the Services, we may, in our sole discretion, choose to treat the non-use as a termination for convenience under this section. You hereby expressly acknowledge and agree that we shall have the right to charge the Early Termination Fee to the payment method associated with your Dgit account. You will not be entitled to a refund of any pre-paid amounts under any circumstances.
7. Fees 7.1 Service Fees You will pay certain non-refundable fees for the Services in the amount set forth on the order form. Service Fees are due and payable on the date of invoice. We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Service subject to a fixed term, will only be increased at the time of renewal of your subscription to such Service. Service Fees are non-refundable if you terminate your subscription early. 7.2 Onboarding Fees You will pay certain non-refundable fees for onboarding and data migration in the amount set forth on the order form. The Onboarding Fees are due and payable by you on the date of invoice. Onboarding Fees are non-refundable unless we fail to complete the onboarding for reasons other than your failure to provide us with the requested data or other information or assistance required to complete such onboarding. 7.3 Additional Fees You may incur certain other non-refundable fees or charges for your use of the Services in addition to those fees set forth on the order form or in the online sign-up flow (the “Additional Fees”). Any Additional Fees will be set forth on the order form or in the online sign-up flow for such Service. Such additional fees may include, without limitation, monthly minimum amounts for certain Services, as set forth in your order form or in the online sign-up flow. We may increase monthly minimum amounts from time to time by providing you with no less than thirty (30) days advance notice. 7.4 Late Payments You acknowledge that your failure to pay any Service Fees or Additional Fees when due may result in suspension or termination of your subscription to the Service. If you fail to pay any of the fees or charges due hereunder, Dgit reserves the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by Dgit in connection with the collection of such delinquent amounts, including without limitation, any and all court and related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law. 7.5 Taxes You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by federal, state or local governmental entities on the transactions contemplated by these Terms of Service. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
8. Representations and Warranties; Disclaimer 8.1 Representations and Warranties You represent and warrant that (i) you have all necessary authority to enter into and perform your obligations under these Terms of Service without the consent of any third party or breach of any contract or agreement with any third party; and (ii) you will use the Services only for lawful purposes in accordance with these Terms of Service. 8.2 Disclaimer of Warranties To the fullest extent permitted by applicable law, we make no representations or warranties, express, implied, statutory or otherwise, in law or from a course of dealing or use of trade, as to any matter, including those of merchantability, satisfactory quality, title, fitness for a particular purpose, or non-infringement. We do not warrant that the software or the services will meet all of your requirements or that the use of the software or the services will be uninterrupted or error-free. The software and services are provided to you on an “as is” basis and your use of software and services is at your own risk. We hereby expressly disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws, rules or regulations. This disclaimer applies to but is not limited to any federal or state statutes or regulations that may be applicable to you. You are solely responsible for ensuring that your use of the services is in accordance with applicable law. If you are dissatisfied with the services or these terms of service, your sole and exclusive remedy is to stop using the services. Notwithstanding the forgoing, nothing in this section (section 8.2) shall be construed to limit or deprive either party of a remedy that is otherwise expressly provided for under these terms of service. The parties expressly acknowledge that the disclaimer of warranty constitutes an essential part of the agreement between the parties contained in these terms of service.
10. Indemnification 10.1 Our Indemnification We agree to defend, indemnify, and hold you harmless from and against all claims brought or threatened against you by a third party alleging that a provision of the Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent (“Infringement Claim”). If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may, at our option and expense: (i) procure for you the right to continue using the Services as set forth herein; (ii) modify the Services to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate your subscription to the Services and refund you any unused prepaid Service Fees. This Section 10.1 states your exclusive remedy for any claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent. The indemnification obligations in this Section will survive termination or expiration of your subscription to the Services. 10.2. Limitations We have no liability or obligation with respect to any costs or damages claimed under Section 10.1 if the Infringement Claim arises out of or is in any manner attributable to (i) any modification of any Services by you (or any of your authorized users), or (ii) use of Services in combination with services and products not provided by Dgit if such infringement would have been avoided without such modification or combination, or (iii) our compliance with your designs or instructions (each an “Excluded Claim”). 10.3 Your Indemnification You agree to defend, indemnify, and hold us and all our affiliates, employees, officers, directors, contractors, agents, licensors, successors and assigns (collectively, the “Dgit Parties”) harmless from any and all claims, judgments, awards, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) (collectively, “Costs”) arising out of or relating to (i) your use of the Services in violation of these Terms of Service, (ii) an Excluded Claim, (iii) any actual or alleged breach by you of any representation, warranty, covenant or obligation under these Terms of Service, or (iv) your gross negligence or willful misconduct. Your indemnification obligations under this Section 10.3 will survive any termination or expiration of your subscription to the Services. 10.4 Conditions of Indemnification The indemnification obligations under this Section 10 above are conditioned upon (i) the indemnified party notifying the indemnifying party promptly in writing upon knowledge of any claim for which it may be entitled to indemnification hereunder; (ii) to the extent applicable, the indemnified party ceasing use of the claimed infringing Services upon receipt of notice of an Infringement Claim; (iii) the indemnified party permitting indemnifying party to have the sole right to control the defense and settlement of any such claim (provided that the indemnifying party may not settle any claim without the indemnified party’s consent unless the settlement unconditionally releases the indemnified party from all liability); (iv) the indemnified party providing reasonable assistance to the indemnifying party, at the indemnifying party’s expense, in the defense of such claim; (v) the indemnified party not entering into any settlement agreement or otherwise settling any such claim without indemnifying party’s express prior written consent or request (except as set forth in (iii) above); and (vi) the indemnified party complying with any settlement or court order made in connection with the claim (e.g., related to the future use of any infringing materials). For clarity, the indemnified party may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.
11. Limitation on Liability Except in connection with either party’s (i) indemnification obligations pursuant to this agreement, (ii) your payment obligations pursuant to section 7 (fees), (iii) breach of section 5.3 (your responsibilities), (iv) breach of section 5.4 (your restrictions), or (v) breach of section 12 (data protection), each of our liability under these terms of service will be limited as follows: To the fullest extent permitted by law, each party’s total liability arising out of or in connection with these terms of service is limited to the sum of the amounts paid by you for the services during the twelve (12) months immediately preceding the date the cause of action arose. To the fullest extent permitted by law, neither party will be responsible for lost profits, revenues, data, financial losses, or indirect, special, consequential, exemplary, punitive or incidental damages arising out of or in connection with the services or these terms of service. In all cases neither party will be liable for any loss or damage that is not reasonably foreseeable. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you, in which case our liability shall be limited to the fullest extent permitted by law.
12. Data Protection 12.1. Your Obligations You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personal Information (as defined below). If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personal Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personal Information” means any information that identifies, relates to, describes, or can be reasonably associated with or traced to, directly or indirectly, an individual or household, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
13. Ownership Disputes Ownership of a database associated with the Services is sometimes disputed between one or more parties. While we will have no obligation to do so, we reserve the right, at any time and in our sole discretion, with or without notice to you, to determine rightful database ownership and to transfer a database to the rightful owner. If we can’t reasonably determine the rightful owner, we reserve the right to suspend access to a database until the disputing parties reach a resolution. We also may request joint instructions or certain documentation from the disputing parties, such as a government-issued photo ID, a credit card invoice or a business license, to help determine the rightful owner.
14. Customer Interactions 14.1 Customer Research We frequently engage with our customers, and may engage with our customers’ customers or other third parties related to our customers, to understand how they interact with our Services and how to better develop our Services to meet their collective and ever-evolving needs. While transparency and candor are key to that process, you acknowledge and agree that you will not improperly use or disclose to us any confidential information or trade secrets of any third parties, and will not breach any obligation of confidentiality that you may have to any third party. You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of our customer or third-party engagement process or practices, and that Dgit owns all right, title and interest in and to its intellectual property. 14.2 Ownership of Feedback You and your authorized users may from time to time provide suggestions, comments, ideas or other feedback (“Feedback”) to us with respect to the Services. You agree that we are free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
15. General Provisions 15.1 Independent Parties No joint venture, partnership, agency or employment relationship exists between you and Dgit. You are solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers. 15.2 Assignment You will not assign or transfer the Services or any of your rights and/or obligations under these Terms of Service without our prior written consent. We may without restriction assign or transfer our rights and/or obligation hereunder, at our sole discretion. Subject to the foregoing, these Terms of Service will bind to the parties’ respective successors and assigns. 15.3 Force Majeure No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Terms of Service to the extent that such failure to perform, delay or default arises out of a cause that is beyond the control and without negligence of such party, including (but not limited to) natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; and failures of third party suppliers, service providers or vendors. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause. 15.4 Applicable Law These Terms of Service and any dispute arising out of or relating to the Services and/or these Terms of Service will be interpreted in accordance with the laws of the State of New York, without regard to conflict-of-law provisions. All disputes arising out of or related to these Terms of Service shall be subject to the exclusive jurisdiction and venue of the New York state courts, New York and federal courts of the Central District of New York (unless we both agree to some other location). We each hereby expressly consent to the personal and exclusive jurisdiction of such courts. 15.5 Notices You agree that we will provide notices, statements and other messages to you in the following ways: (i) within the Service, or (ii) to the contact information you last provided us (e.g., e-mail, mobile number, physical address, etc.). You agree to keep your contact information up to date. 15.6 No Waiver; Cumulative Remedies Either party’s failure to enforce any right or provision under these Terms of Service will not constitute a waiver of that right or provision. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service are in addition to (and not exclusive of) any other remedies permitted at law or in equity. 15.7 Severability If any provision of these Terms of Service is deemed invalid, then that provision will be limited or eliminated by the court to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect. 15.8 Entire Agreement These Terms of Service and (i) the terms you agree to set forth in order forms and online sign-up flows, and (ii) any other policies applicable to your use of the Services that we make available to you (each of which is incorporated by reference into these Terms of Service) constitute the sole and entire agreement between you and us, and supersede all prior and contemporaneous oral or written understandings or agreements with Dgit with respect to the Services. You acknowledge and agree that your agreement to these Terms of Service is not contingent upon the delivery of any future functionality or features not specified herein or in an order form or in the online sign-up flow, as applicable, or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any order form (including, addenda thereto) or online sign-up flow, the terms of such order form or online sign-up flow will prevail. 15.9 Export Both parties agree to comply with applicable US export and import laws and regulations. You will not permit your users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction. 15.10 Copyright Policy Dgit respects the intellectual property rights of others, and asks that everyone utilizing the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify usat firstname.lastname@example.org.