This Subscriber Agreement (the “Agreement”) is entered into by and between DPOnline, Limited. (“DPOnline Limited”) and the organisation agreeing to the terms of this Agreement (“Customer”). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organisation, that organisation is deemed to be the Customer and you represent that you have the power and authority bind that organisation to this Agreement. This Agreement applies to you if you are a new Customer on or after August 12, 2019.
1 The Service.
1.1 Provision of the Service. DPOnline Limited shall make the Service purchased under an Order Form available to Customer and its SEATS pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. DPOnlineLimited may update the content, functionality, and user interface of the Service from time to time in its sole discretion.
1.2 Access Rights. Customer has a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form.
1.3 Usage Restrictions. Customer shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or DPOnline Limited’s Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new SEATS replacing individuals who no longer use the Service for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).
1.4 Protection of Customer Data. DPOnline Limited shall implement and maintain administrative, organisational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”) and/or if such Customer Data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the DPOnline Limited Data Processing Addendum shall apply to such personal data and be incorporated into this Agreement upon the execution and submission of the Data Processing Addendum by Customer to DP Online in accordance with its terms.
1.5 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted on Digital Profile website. Customer may specify an End User to be the invoicing owner and, depending on the Subscription package, one or more SEATS to be administrators (each an “Administrator”) to manage its account.
1.6 Compliance. Customer is responsible for use of the Service by its SEATS and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to DPOnline Limited so that DPOnline Limited and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Customer shall promptly notify DP Online if it becomes aware of any unauthorized use of or access to Customer’s account or the Service.
1.7 Suspension. DPOnline Limited may request that Customer suspend the account of any End User who (a) violates this Agreement or DP Online’s User User Terms of service; or (b) is using the Service in a manner that DP Online reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for DPOnline Limited. If Customer fails to promptly suspend or terminate such End User’s account, DPOnline Limited reserves the right to do so.
1.9 Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) DPOnline Limited shall have the right to terminate a Trial at any time and for any reason; (b) DPOnline Limited is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) DPOnline Limited shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO THE FREE SUBSCRIPTION AT THE END OF THE TRIAL.
2.1 By DPOnline Limited. DPOnline Limited warrants that during the applicable Subscription Term (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) DPOnline Limited shall not materially decrease the functionality of the Service.
2.2 By Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from SEATS for the submission and processing of personal data through the Service; and (c) the transfer and processing of Customer Data under the Agreement is lawful.
3 Fees and Payment.
3.1 Subscription Fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of SEATS and PACKAGE of the Service purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to DPOnline Limited. If such fees are being paid via credit card or other electronic means, Customer authorises DPOnline Limited to charge such fees using Customer’s selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. The number of SEATS purchased under a Subscription cannot be decreased during the applicable Subscription Term. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. DPOnline Limited reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.
3.2 Auto-renewal. Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorises DPOnline Limited to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of SEATS in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term, but will not be issued a refund for the most recently (or any previously) charged fees.
3.3 Calculation. Subscription fees are based on annual or monthly periods that begin on the Subscription start date and each annual or monthly anniversary thereof. Subscriptions to the Service are sold on a package basis and based on the number of SEATS. Customer shall purchase a Subscription to the package and for each End User, the initial number of SEATS and package is reflected in the applicable Order Form. Customer may add SEATS to its Subscription at any time on written notice to DPOnline Limited through our setting page. DPOnline Limited reserves the right to calculate the total number of SEATS periodically and, if the number of SEATS exceeds Customer’s current Subscription, then DPOnline Limited reserves the right to invoice Customer for the applicable package on a pro rata basis for the remaining period in Customer’s Subscription Term. DPOnline Limited reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.4 below) of any such changes at least twenty (20) days prior. DPOnline Limited may charge Customer the then-current pricing for the applicable Subscription if the number of SEATS is modified and/or if Customer changes its Subscription plan.
3.4 Taxes. Any fees charged to Customer are exclusive of taxes/VAT. Except for those taxes based on DPOnline Limited’s net income, Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties.
3.5 Future Features and Functionality. Customer agrees that any purchases under this Agreement are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by DPOnline Limited regarding future features or functionality. DPOnline Limited may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.
4 Term and Termination. This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 1.3 (“Usage Restrictions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and DPOnline Limited may immediately deactivate Customer’s account(s) associated with the Agreement. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to DPOnline Limited. The following sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes/VAT”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10 (“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12 (“Definitions”).
5.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
5.2 “Customer Data” means information submitted by an End User through the Service, including all associated messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content.
5.3 “Documentation” means DPOnline Limited’s then-current online user guides, as updated from time to time, and made accessible from within the “Help” feature of the Service.
5.4 “End User” means an individual who is authorized by Customer to use the Service under Customer’s account. SEATS may include, without limitation, Customer’s or its Affiliates’ employees, consultants, contractors and agents.
5.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
5.6 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by DPOnline Limited at no additional charge.
5.7 “Order Form” means an ordering document or an online order set forth in the Service interface entered into between Customer and DPOnline Limited (or Affiliates of either party) specifying the Service or Professional Services (if any) to be provided under this Agreement.
5.8 “Professional Services” means the customer success services provided by DPOnline Limited, as specified in the applicable Order Form.
5.9 “Service” means DPOnline Limited’s collaboration work management software as a service platform, including any Improvements, as described in the applicable Order Form.
5.10 “Subscription” means the access to the Service purchased by Customer on a per End User basis.
5.11 “Subscription Term” means the period identified in the Order Form during which Customer’s SEATS are permitted to use or access the Service pursuant to the terms set forth in this Agreement.