These “Subscription Terms” are incorporated by reference into the “Agreement,” which is made up of these subscription terms and the “Diggifi Agreements,” which include the following additional addenda, agreements and legal statements: (i) EULA/Borrower Advisory Agreement and (ii) Diggifi Privacy Policy, together with the Subscription Terms, (the "Agreement"). These Subscription Terms (together with the Agreement) shall be deemed effective on the date you click “I Agree” to the EULA. For purposes of these Subscription Terms, “you” shall refer to the customer whose name you entered when prompted by the Diggifi app, and “Diggifi”, “we” or “us” shall refer to Diggifi Ltd. together with its affiliates, successors and assigns.

1. Binding Agreement.  These Subscription Terms are intended to govern your subscription to the various Services (as defined below) made available to you by Diggifi. In no event shall this Agreement be construed as obligating you or us until you click “I Agree” to the EULA. In the event of a conflict between these Subscription Terms and any of the Diggifi Agreements referenced in Section 1 above, these Subscription Terms shall govern your subscription (each, a “Subscription”) to the various Diggifi Services.

2. Services.        

(a)        In accordance with the terms and subject to the conditions set forth in the Agreement Terms, Diggifi hereby agrees to make available to you Diggifi’s mobile application and/or website as appropriate.  We reserve the right to change, amend or modify any or all of the Services at any time.

(c)        By ordering or renewing a Subscription, you agree to the applicable offer details for that Subscription as contained in the Documentation. All rights shall terminate upon expiration of the Term.

3. “Authorized Users” of this Agreement means the parties which you’ve designated as permitted to access and use the Services and who have been issued individual Diggifi usernames and passwords by us. Authorized User will also include any party that may obtain and use a Diggifi username and password to access the Services via any Subscription other than due to the gross negligence of Diggifi.

4. Responsibility for Your Account.  You are responsible for maintaining the confidentiality of any non-public authentication credentials as well as actual usage associated with your use of the Services. Accordingly, you are responsible for the security of any and all usernames and passwords issued to you (and if applicable, to each of your Authorized Users). Lost or stolen usernames and/or passwords may be canceled at any time upon written notice to Diggifi. You must promptly notify our customer support team about any possible misuse of your account(s) or authentication credentials or any security incident related to the Services.

5. User Obligations.        You acknowledge that: (i) you are responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications necessary for you and your Authorized Users to access and use the Services, and you may be unable to access or utilize some or all aspects of the Services unless such minimum technical specifications are met; and (ii) nothing in this Agreement may be interpreted as an implied license nor shall anything herein require us to deliver to you a copy of any software or other product in order to provide the Services.

6. Usage Restrictions; Acceptable Usage Policy.

(a)        Unless otherwise specifically agreed to in a separate agreement between you and us, the Services and the information provided through the Services are made available to you solely for: (i) your personal use; and (ii) your internal business use, in compliance with all applicable laws, rules and regulations. You shall not: (A) resell, broker, transfer, or otherwise make available the Services and/or the information supplied therewith to any third parties other than your Authorized Users; (B) use the Services, or store the information contained therein, for the purpose of creating product(s) that compete with the Services; or (C) use the Services as a factor in establishing an individual’s eligibility for credit, insurance, employment or for any other purposes governed by the Fair Credit Reporting Act (the foregoing (A) through (C), collectively, the “Prohibited Uses”). You agree that if we determine or reasonably suspect that you are, directly or indirectly, engaging in any of the Prohibited Uses, or you are otherwise violating any provision of this Agreement, we may take immediate action, including termination or suspension of your account or your right to use or access the Services.

(b)        You represent and warrant that you will not (i) make any Services available to, or use any Services for the benefit of, anyone other than you or your Authorized Users, unless expressly allowed otherwise in an Order Form or in our usage guides and policies, as updated from time to time (collectively, the “Documentation”); (ii) sell, resell, license, sublicense, distribute, make available, rent or lease any Services, or include any Services in a service bureau or outsourcing offering; (iii) use any Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use any Services to store or transmit malicious code; (v) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein; (vi) attempt to gain unauthorized access to any Services or its related systems or networks; (vii) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of our intellectual property except as permitted under this Agreement or the Documentation; (viii) copy any Services or any part, feature, function or user interface thereof; (ix) frame or mirror any part of any Services, other than framing on your own intranets or otherwise for your own internal business purposes or as specifically permitted in the Documentation; (x) access any Services in order to build a competitive product or service; or (xi) reverse engineer any of the Services (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement or Documentation by you or your Authorized Users that in our judgment threatens the security, integrity or availability of the Services, may result in our immediate suspension of the Services without any liability to you therefore.

(c)        We do not represent or guarantee that any of the information available through the Services  is accurate, complete, reliable, current, free from errors, defects or harmful elements, consistent with what it purports to be, or appropriate for your needs or otherwise safe or non-objectionable. Some content available through the Services may be obtained from, or provided by, independent third party data providers and we take no responsibility for any such content.  In addition, the Services may provide you with the ability to access information, material or other content from third parties, including through links to other websites and/or forums on which users or other third parties may post content.  Access, viewing or use of any such third party content is made available solely at the users own risk.  Such third parties shall be solely responsible and liable for all such third party content.  We are not obligated to review, filter or screen any third party content at any time and we do not guarantee, attest to, verify or otherwise warrant that any third party content is or will be accurate, complete, reliable, current, free from errors, defects or harmful elements, consistent with what it purports to be, appropriate to fit your needs or otherwise safe or non-objectionable.

(d)        You acknowledge and agree that the Services that we make available, including any scoring, rating, classification, and comparison data provided, are not intended to and shall not be deemed to constitute the provision of financial, business, professional, tax, or legal advice. You should consult with your advisors and counsel regarding any specific actual or proposed situation or transaction. We and our affiliates and their respective data providers offer no advice regarding the purchase, sale, holding, suitability, compliance or default of any particular property, building, loan, investment or security.  You acknowledge and agree that the use of the Services, and any decisions made by you in reliance thereupon, are made solely at your own risk.

(e)        In the event the Services allow you to contribute content, including by uploading data and information, posting messages, sending or sharing files and communicating with others, you agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Services any data, text, images, files, links, software, or communications  that (i) we consider, in our sole and absolute discretion, to violate any applicable laws, including without limitation the laws of the United States; (ii) restricts or inhibits any other user from using and enjoying the Services; (iii) is threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent; (iv) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network; (v) violates or infringes the rights of others, including without limitation, rights under copyright, trademark, or patent law, rights of privacy or publicity, rights under defamation law, or rights under any securities or other applicable law; (vi) sells or promotes any product or service; (vii) promotes, solicits, or partakes in any multi-level marketing or pyramid scheme; (viii) posts or transmits any unsolicited advertising, or promotional materials (spam); or (ix) provides a false identity or claim a relationship between you and any business, organization, or person for which you are not authorized or legally permitted to claim.

7. Proprietary Rights & Licenses.

(a)        Subject to the limited rights expressly granted in this Agreement, we and our licensors and content providers reserve all of our/their rights, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

(b)        You grant us and our applicable contractors a worldwide, limited-term license to host, copy, transmit and display your data and program code created by or for you using the Services or for use by you in connection with the Services, as reasonably necessary for us to provide the Services in accordance with this Agreement. You grant us a worldwide right and license to list or otherwise utilize your name, brand, logo or other identifying mark(s) in any and all of our marketing and sales presentation materials. Without limiting the generality of the foregoing, we also reserve the right to use you as a reference for prospective subscribers of our Services.  Subject to the limited licenses granted herein, we acquire no rights, title or interest from you under this Agreement in or to any of your data or such program code.

8. Fees.  You shall pay to Diggifi the applicable fees  (collectively, the “Fees”) as specified in [the EULA (as well as any additional/ancillary fees to which you shall become obligated as a result of changes made to any Subscription as in effect from time to time). All Fees for the Services shall be due and payable in accordance with those agreements. Unless the parties expressly agree otherwise in writing, Diggifi reserves the right to suspend the provisioning of any Services until payment of Fees due and owing to Diggifi are remitted in full.

9. Taxes.  Fees and other charges described in this Agreement do not include sales, VAT, withholding, use, property, excise, service, or other applicable taxes now or hereafter levied, all of which shall be your sole responsibility. If we are required to pay any of the foregoing, you shall be invoiced for and required to reimburse us for such amounts.

10. Warranties.

(a)        EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE ALSO DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.  Without limiting the foregoing, the provisions set forth in this Section [11] shall apply to the Services

11. Limitation of Liability.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “FEES” SECTION ABOVE. IN ADDITION, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. Termination.        

(a)        Diggifi may terminate this Agreement for cause (i)immediately, in the event of a material breach by you, or (ii) if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  

(b)        Effective immediately upon the termination of this Agreement, (i) you shall cease, and shall direct your Authorized Uses to cease, use of the Services; and (ii) all licenses granted under this Agreement will become void; To the extent Diggifi deems necessary in its sole discretion, it shall have the right to suspend or terminate your access to the Services following the termination of this Agreement.  

(c)        If this Agreement is terminated by us in accordance with the terms of the Agreement, you will pay any and all unpaid Fees covering the remainder of the Term. In no event will termination relieve your obligation to pay any Fees payable to us for the period prior to the effective date of termination.

(d)        The following provisions hereunder shall survive any termination of this Agreement: 3 (Authorized Users); 4 (Responsibility for Your Account); 5 (User Obligations); 6 (Usage Restrictions); 7 (Proprietary Rights & Licenses); 8 (Fees); 9 (Taxes); 10 (Confidentiality); 10 (Warranties); 11 (Limitation of Liability); 13 (Termination); and 13 (Miscellaneous).

13. Miscellaneous.

(a)        Assignment; Delegation. This Agreement shall be binding and inure to our mutual benefits and each of our respective successors and assigns. You shall not assign any of your rights or delegate any of your duties under this Agreement without our express prior written consent, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect.

(b)        No Third Party Beneficiaries. The covenants set forth in this Agreement are intended solely for the benefit of the parties hereto, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

(c)        Enforceability. Even if the law will not enforce a provision of this Agreement in a particular instance, the parties intend to remain bound by the other, enforceable provisions. If the unenforceable provision could be interpreted in a manner that would render it enforceable, while still reflecting the parties’ mutual intent, they intend for that interpretation to apply. If permitted by law, the parties also intend for the provision that cannot be enforced in that instance to remain applicable in any other instances when it can be enforced.

(d)        No Waiver.  Even if a party fails to enforce its rights under this Agreement in a particular instance, the other party must still perform its duties in that instance unless the non-enforcing party physically signs a paper that expressly waives its rights in that instance, and any such waiver only applies to the particular instance and particular rights expressly waived.

LAST UPDATED: October 2022