Terms and conditions

The below Dig terms and conditions, as may be amended from time to time (“Terms and Conditions” and together with any state of work, order form or quote (collectively: “Quote”), the “Agreement”) describe and govern therelationship between Dig International Ltd. and/or its affiliates (DBA Dig) (“Company”), and the company, organization or any other legal entity identified in the applicable Quote (“Customer”) as of the execution date ofthe applicable Quote (“Effective Date”). The Agreement, and any special terms included in the Quote, if any, embodies the entire understanding between the parties with respect to the subject matter here of and supersedes any prior agreements or understandings with respect to it. No other legal terms (including as may be pre-printed on any purchase order or posted online) shall apply unless signed by both parties.

Dig Terms and Conditions

WHEREAS, Company owns and has rights to license the use of its proprietary platform for monitoring content over social media (“Platform”).

WHEREAS, the parties desire that Customer shall have the right to access and/or use the Platform and/or be provided with the Services, all under the terms set forth herein.

NOW, in consideration of the mutual covenants herein, the parties agree as follows:

1. Platform.

If pursuant to the Quote, Customer is provided with access to and/or right to use the Platform, this Section shall apply. Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a SaaS basis) the Platform solely for Customer’s internal purposes and in connection with Customer’s proprietary brand(s). Customer shall be fully responsible and liable for any breach of this Agreement by any user on behalf of Customer, authorized to access and/or use the Platform and any unauthorized access or use of the Platform must be immediately reported to Company.

2. Services.

If pursuant to the Quote, Company provides Customer with services relating to the monitoring of content over social media (as further described under the Quote) (“Services”), this Section shall apply. The Services may include the provision of real time notifications and periodic reports (“Reports”), which shall be used solely for Customer’s internal purposes and in connection with Customer’s proprietary brand(s). Company reserves the right to update the Services at any time, including by adding or removing specific features or functionalities, in its sole discretion without notice. However, Company will ensure to preserve the basic functionality of the Services and will not decrease the overall level of the Services.

3. Support Services.

Company may provide Customer with support services in order to enable Customer the reasonable use of the Platform or Services as applicable and as may be further be detailed in the Company’s SLA as may be updated from time to time.

4. Fees and Payment Terms.

‍The Customer shall pay Company the fees at the rate as set forth in the applicable Quote (“Fees”). Customer shall pay all Fees in advance. All invoices issued hereunder shall be paid within 30 days following the date of each invoice. The fees are quoted exclusive of taxes. Customer shall pay all applicable sales, use and other taxes or duties imposed in relation to this Agreement, except for those relating to Company’s net income. Any unpaid amount shall bear interest at the rate of 1.5% per month, provided that prior written notice was provided to Customer prior to applying such interest. Company shall not be obligated to make available the Platform, provide the Services or provide maintenance to Customer unless Company has received the applicable fees. Unless expressly stated otherwise in the Quote, all fees are to be paid in U.S. Dollars, are non-refundable, are without any right of set-off or cancellation and are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer shall be responsible for payment of all such taxes, levies, duties, bank fees and other fees that may accrue in relation to the use of the Services. Company is not responsible for any expenses or third party charges (including, without limitation, any charges with respect to clearing or billing services) Customer incurs as a result of being billed in accordance with these Terms of Use.

5. Restrictions. 


Customer shall not and shall not encourage or permit any third party to: (i) copy, modify, create derivative works of or distribute any part of the Platform and/or Services; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under the Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company (which may be referred to as a licensor) to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform and/or Services to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) use the Platform and/or Services in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Platform and/or Services; (viii) circumvent, disable or otherwise interfere with security-related features of the Platform and/or Services or features that enforce use limitations; (ix) export, make available or use the Platform and/or Services in any manner prohibited by applicable laws (including without limitation export control laws); (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform; (xi) use the Platform and/or Services in violation of any of Company’s policies as may be published/updated by Company from time to time, including without limitation, providing false or inaccurate information upon signup to the Service or Platform; and/or (xii) use the Platform and/or Services in order to develop any service or product that is the same as, or substantially similar to, the Platform and/or Services. Without derogating from any of the above, the Customer shall at all times adhere to the “Acceptable Use Policy” which can be found here, as may be updated from time to time

6. Personal Data.

To the extent that Customer needs a data processing agreement, Customer shall request Company to provide it with Company’s Data Processing Agreement (“DPA”) and shall return such DPA signed to Company as described therein.

7. AI Functionalities

As part of the Platform and/or Services, Company may provide various AI-enabled features and functionalities (“AI Functionalities”). The AI Functionalities could involve integrations with third parties. Customers shall obtain and maintain all necessary consents, rights and permits and provide all necessary notices for such use of Customer's information by Company. In connection with Customer's use of the AI Functionalities, Customer may provide input (“Input”), and receive output generated and returned by the AI Functionalities based on the Input (“Output”). Customers acknowledge that it is not required by law or otherwise to provide any specific Input and that any Input is provided on a voluntary basis. In addition, Customer acknowledges that the Output is subject to, depends on, and is a function of the Input. Customer acknowledges that any Output may not be unique. As between Customer and Company, Company and its third-party technology providers and licensors, as applicable, own and reserve all legal rights, title and interest in and to the AI Functionalities, including all intellectual property and proprietary rights. Customer may not use AI Functionalities to create or share Output in a manner that violates these Terms and Conditions and/or any third-party policies, including, without limitation, any content policy; usage policy, sharing and publication policy, community guidelines, and any other terms and conditions. Customer shall not: (i) use output from the AI Functionalities to develop models that compete with Company and/or the 3rd party; (ii) use the AI Functionalities to process any health information or financial information or any other category of confidential information or sensitive information, as defined under applicable laws (iii) disclose to any third party information related to the AI Functionalities (iv) use any automated or programmatic method to extract data or output from the AI Functionalities, including scraping, web harvesting, or web data extraction; (v) represent that output from the AI Functionalities was human-generated when it is not or otherwise violate this Agreement (vi) send or process any personal information of children under 13 or the applicable age of digital consent in connection with the AI Functionalities; or (vii) use any AI Functionalities in violation of applicable laws or third-party rights or for unethical purposes. Customer shall not use any AI Functionalities in violation of applicable laws or third-party rights or for unethical purposes. Except for the rights expressly granted under this document, no other rights, or permissions to access or use any of the AI Functionalities are granted to Customer.

8. Mutual Warranties.

Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law. Without derogating from the generality of the above, Customer confirms that (a) it is not named on any government list of persons or entities prohibited from transaction with any Canadian, U.S., or EU person; (b) Customer is not a national of, or a company registered in, any jurisdiction which restricts or prohibits the provisions of the Services or the Platform; (c) Customer will not allow users to access or use the Services or the Platform in violation of any export embargoes, prohibitions or restrictions; and (d) Customer will comply with all applicable laws regarding the transmission of data exported from the country in which Customer or its users are located.

9. Confidentiality.

“Confidential Information” means any information disclosed by one party to the other (whether tangible, oral or in any other form or media) that should be reasonably known by receiving party to be confidential. Without derogating from the foregoing, the Platform, Services and any accompanying documentation as well as any feedback received from Customer in connection with this Agreement shall be deemed Confidential Information of Company. The receiving party will keep confidential the Confidential Information using at least the same degree of care as it uses for its own confidential information, but in any event no less than reasonable care and shall not disclose the Confidential Information to any third party, except, on a need-to-know basis, to employees of receiving party and, to the extent that Company acts as the receiving party, to its service providers engaged by Company in connection with its obligations hereunder, who are boundby equivalent confidentiality obligations. The term “Confidential Information” will not include information that:

a. is already known to, or independently developed without use of the Confidential Information by, the receiving party;

b. is already publicly available or becomes publicly available without a breach of these Terms and Conditions by the receiving party;

c. is lawfully received by the receiving party from a third party, provided such third party is not bound by any confidentiality obligations with respect to such information;

d. is required to be disclosed by law or a valid order by a court or other governmental body, provided that the receiving party provides the disclosing party with prior written notice of such disclosure, to the extent not restricted by law, in order to permit the disclosing party to seek confidential treatment of such information, and the receiving party shall use commercially reasonable efforts to ensure that (i) the information disclosed under this subsection will to disclose only as much information as is necessary to reasonably comply with the order, and (ii) the information disclosed pursuant to the order is treated confidentially.

10. Title.

Company retains all right, title and interest in and to the Platform and Services and the Company’s Confidential Information, including all intellectual property rights therein, and all derivatives, fixes, improvements, modifications, results, feedback and suggestions to or in connection with the Platform and/or Services made during, after, in connection with or as a result of the Agreement or the Confidential Information. While using the Platform and/or Services, certain data, such as personal data or other data including without limitation the Reports, on behalf of Customer, may be made available and/or accessible to Company (“Customer Data”). Customer hereby grants Company and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company’s subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data, including without limitation in order to use the Platform, for Company’s provision of the Services and related services hereunder. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow Company to receive, transfer and use the Customer Data solely in order to facilitate the use of the Platform and/or perform the Services. Company may however be required to disclose the Customer Data to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or to collect, store, transfer, and/or process the Customer Data through Company’s affiliates, subsidiaries, third party service providers and vendors as reasonably necessary to facilitate the use of the Platform and/or provide the Services. For the avoidance of doubt, any anonymous information, which is derived from the use by Customer of the Platform and/or Services (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Platform and/or Services) which is not personally identifiable information, and which does not identify Customer (collectively, “Analytics Information”) may be used also for development and/or for statistical purposes. Such Analytics Information is Company’s exclusive property.

11. Term and Termination.

Unless explicitly stated otherwise in a Quote, this Agreement is effective for an initial term of 1 year as of the Effective Date (“Initial Term”). Following the Initial Term, this Agreement shall automatically be renewed for additional 1 year terms (each, a “Renewal Term”), unless either party provides the other with a written non-renewal notice, at least 30 days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term and all Renewal Terms (if applicable) shall collectively be referred to as the “Term”). In the event a future Quote is issued, this Agreement shall be deemed to apply to such Quote. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof, or on immediate notice in the event of the other party’s insolvency, making an assignment for the benefit of creditors, or ceasing to do business. Immediately following termination, Customer shall cease use of the Platform and Services. Customer shall not be entitled to any refund. The provisions of this Section and of Sections 5, 9, 10, 12, 13 and 14 of thisAgreement shall survive termination.

12. Disclaimers; Limitation of Liability.

THE PLATFORM, THE SERVICES AND REPORTS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM, REPORTS AND/OR SERVICES WILL INCREASE CUSTOMER’S REVENUES OR MEET CUSTOMER’S REQUIREMENTS AND COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY REPORTS AND FOR ANY OUTCOMES OF SUCH DECISION. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS OR LOSS OF DATA. IN ANY EVENT, TO THE EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT OR IN RELATION TO THE PLATFORM, REPORTS AND/OR SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE SIX MONTHS PRECEDING ANY CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY WITH RESPECT TO DAMAGES CAUSED DUE TO EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

13. Third Party Software and Servies.

The Platform may include embedded third party components which are licensed as part of the Platform, and those license terms will prevail over any terms contained herein. Further, Company may use third party services in connection with the Platform and/or the provision of the Services, and to such extent, Company hereby expressly disclaims all liability for the use, efficiency, availability, operation, and conformance of such third party services embedded in, accessed through, or used by Company in connection with the Platform and/or the provision of the Services. Customer hereby acknowledges and agrees that such third party services (if any) are used “AS IS” and without any warranty of any kind, either express or implied, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and hereby agrees that Company shall not be liable for any loss or damage caused by the use of such third party services.

14. Miscellaneous.

This Agreement may not be assigned by Customer without Company’s written consent. Company may assign this Agreement to its affiliates or to an acquirer or successor in interest in connection with a merger, acquisition, sale or transfer of all or substantially all of the assets of Company without the prior written consent of Customer. Company may use Customer’s name, logo, and trademarks, and refer to its relationship with Customer, in its website, business development and marketing efforts. If either party fails to perform its obligations as set forth herein for a certain period, as a result of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor, materials or reasonable substitutes, inability to obtain governmental approvals, governmental restrictions, judicial orders, war or other governmental actions, civil commotion, fire or any other casualty, beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for such period. For the avoidance of any doubt, this Section shall not relieve from any obligation to make payments under this Agreement. All notices and communications required or permitted under this Agreement shall be in writing and may be delivered by personal delivery, postal mail, or email. This Agreement, as may be amended from time to time, sets forth the entire understanding between the parties, and supersedes all prior agreements concerning the subject and Company reserves the right, at its sole discretion, to change these Terms and Conditions at any time, and such change will be effective 10 days following posting of the revised Terms and Conditions on Company’s site or otherwise provision of such revised Terms and Conditions to Customer, and Customer’s continued use of the Platform and/or Services thereafter shall constitute its acceptance to such revised Terms and Conditions. Company reserves the right, at any time, to change, update or modify the Platform and/or Services or any feature or aspect thereof, provided that Company shall use reasonable efforts to ensure any such change, update, or modification will not materially affect the quality or performance of the Platform and/or Services. This Agreement shall be governed by the laws of New-York, and subject to the exclusive jurisdiction of the courts of New-York, NY. The parties expressly waive any right to a jury trial regarding any disputes related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the UCITA shall not apply.