These Terms of Service (these "Terms") are between Duco Digital ("Duco Digital, We, Our or related capitalised terms''), and the undersigned customer ("You, Your or related capitalized terms").
These Terms govern your access and use of the social media management platform and related products and services ("Services") provided by Duco Digital. By using our Services, you're agreeing to be bound by these Terms. If you're using our Services for an organisation, you're agreeing to these Terms on behalf of that organization and in these Terms, "you" or "your" refers to that organisation.
We may modify these Terms from time to time by posting the most current version on our website. New features that we add to our Services are subject to these Terms. If a modification materially reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, or posting on our blog or on our website or as a notification inside Duco Digital application). If you do not agree to a modification, you may terminate your use of our Services or request us to terminate the provision of our Services to you. By continuing to use our Services after the modification comes into effect, you are agreeing to be bound by the modified Terms. You can view the most recent version of these Terms here.
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-assignable, worldwide, limited license to use our Services that you have ordered and paid for solely for your own internal business purposes only in accordance with these Terms and the applicable Services documentation for the Term (as defined below), unless earlier terminated. You may use our Services documentation solely in connection with your use of our Services. All rights not expressly granted to you in these Terms are reserved by Duco Digital and its licensors. All right, title and interest in and to the intellectual property rights in our Services and related documentation and any corrections, derivatives, enhancements, modifications, updates and upgrades to our Services and related documentation, including all intellectual property and other proprietary rights therein, belong solely and exclusively to Duco Digital and its licensors. Our Services may include certain third party components and support services. For any components or services that you use, you agree to comply with the terms and conditions of such third party providers.
We will charge you a fee based on your account plan by charging your payment method in advance for the subscription term you have agreed following your account's activation. Should you upgrade or downgrade your account plan, your payment method will be charged for your new billing rate. At the time of your upgrade or downgrade, your prior account plan charges will be prorated based on the number of days under the prior account plan. Your payment method will then be charged at your new billing rate for the new subscription term thereafter. All payment obligations are non-cancellable and all amounts paid are non-refundable. We do not provide refunds or credits for less than 30 days of Services, or for a period when your account is open but you do not use our Services. The fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which you are responsible except for taxes imposed on Duco Digital's income. You agree to pay or reimburse us for all such amounts upon demand, or provide evidence of payment or exemption. We reserve the right to change our fees and billing methods upon 30-days notice. We will notify you of any fees changes by, for example, sending a message to the email address associated with your account, or posting on our Services or website. For existing contracts for which fees have been already received by us, we will implement the price changes during the next renewal period.
We do not own any of your data, information and materials or the data, information and materials of your authorised users and customers that you or your authorised users post or upload to our Services ("Customer Data"). As between Duco Digital and you, you retain title to and ownership of all right, title and interest in your Customer Data. By using our Services, you grant us a limited license to access, disclose, process, transmit and use your Customer Data for performing our Services to you and for complying with these Terms. Following any expiration or termination of these Terms or your Duco Digital account, we will retain a copy of your Customer Data for 30 days and after such 30-day period, we will have no obligation to maintain or provide access to your Customer Data and will thereafter, unless legally prohibited, delete all Customer Data in our possession. You agree that you are solely responsible for exporting your Customer Data prior to any such expiration or termination, and if you require assistance for exporting your Customer Data following any such expiration or termination, you may be required to pay a separate fee to us.
We are committed to protecting the confidentiality of your Confidential Information (as defined below). The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these Terms, except as otherwise provided in a separate confidentiality agreement between Duco Digital and you. All confidentiality obligations shall remain in force and effect for the Term plus one year.
You or Duco Digital (the "Disclosing Party") may from time to time during the Term disclose to the other (the "Receiving Party") the Disclosing Party's confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the "Confidential Information"). For clarity, your Registration Data and Customer Data constitutes your Confidential Information, and our Services, Services documentation, intellectual property and pricing information constitutes our Confidential Information. The Receiving Party agrees to protect the Disclosing Party's Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party's Confidential Information in connection with performing these Terms (or as expressly authorised by the Disclosing Party in writing), and will disclose the Disclosing Party's Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these Terms (or for other purposes as expressly authorised by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR SERVICES, THE DOCUMENTATION OR USE THEREOF OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THIS LIABILITY LIMITATION, DUCO DIGITAL SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, DUCO DIGITAL'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY YOU FOR OUR SERVICES FOR THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGE. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR OUR SERVICES. No claim against Duco Digital may be brought more than one year after the facts giving rise to such claim have arisen. This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these Terms is found to have failed its essential purpose.
You agree that we may use your name and logo to identify you as a Duco Digital customer on our website or in other sales or marketing materials, provided that we will not issue any press release without your prior consent.
The term of our Services (the "Term") begins on the date you signed up for Duco Digital, and continues until terminated pursuant to these Terms. You may terminate our Services and these Terms at any time for any reason by e-mailing us at support[at]Duco Digital.co.uk and ceasing all use of our Services. We may suspend or terminate our Services and these Terms at any time for any reason by notifying you in writing, but if our suspension or termination is based on your suspected or actual breach of these Terms, we may suspend or terminate our Services without providing any notice to you. Upon any expiration or termination of our Services, (i) all unpaid fees during the Term accrued through and including the 30 days period in which our Services were terminated will become immediately due and payable, (ii) our Services will immediately cease and (iii) the rights granted by us to you under these Terms will cease immediately and you will immediately delete (or, at our request, return) all related documentation and any of our Confidential Information in your possession or control. Any suspected or actual illegal activity that were grounds for termination of your use of our Services may be referred to law enforcement authorities. We shall not be liable to you for any suspension or termination of our Services. Notwithstanding the foregoing, the Sections of these Terms entitled "Fees", "Customer Data", "Confidentiality", "Warranty Disclaimer", "Liability Limitation", "Termination", "Miscellaneous" and "Contact Information" will survive any expiration or termination of these Terms.
Parties. We are independent contractors. Nothing in these Terms shall be deemed to constitute a joint venture or partnership between the parties, nor constitute any party as the agent of the other party for any purpose, or entitle any party to commit or bind the other party in any manner. Entire Agreement. These Terms constitute the entire agreement between you and Duco Digital regarding its subject matter, and supersedes all prior or contemporaneous, written or oral understandings, communications or agreements (including any prior versions of the Terms of Service) between you and Duco Digital regarding such subject matter. These Terms may be altered, supplement or amended by us as set forth above in the Section entitled "Terms", and may not be altered, supplemented or amended by you unless agreed in a separate written agreement signed by a Duco Digital authorised representative. Any use of your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms and conditions set forth in your pre-printed forms that are in addition to, inconsistent or in conflict with, or different than, these Terms shall be given no force or effect. Neither commencement of performance, nor failure to object to any additional or different terms and conditions from you, nor delivery, by, in each case, Duco Digital or a Duco Digital affiliated company shall constitute an acceptance of any terms and conditions proposed by you that are in addition to, inconsistent or in conflict with, or different than, these Terms. Any term of these Terms may be waived only by a separate written agreement signed by a Duco Digital authorised representative. Severability. If any provision of these Terms is held to be unenforceable, the unenforceable provision shall be replaced by an enforceable provision that comes closest to the parties' intentions underlying the unenforceable provision, and the remaining provisions of these Terms shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction. Assignment. Duco Digital may assign or transfer these Terms, in whole or in part, to any Duco Digital affiliated company or in connection with any acquisition, consolidation, merger, reorganization, transfer of all or substantially all of its assets or other business combination, or by operation of law without your consent and without providing notice. Duco Digital may subcontract its obligations hereunder, provided that Duco Digital shall at all times remain fully responsible for the performance of any subcontractor. You may not assign or transfer any part of these Terms, or delegate your duties or responsibilities under these Terms, by business combination, operation of law or otherwise without our prior written consent. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns. Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights or obligations, to enforce these Terms. Governing Law; Jurisdiction. These Terms shall be governed by the laws of Europe and the United Kingdom. These Terms shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The respective courts of Delaware, United States shall have exclusive jurisdiction for any dispute between the parties, and the parties consent to venue and personal jurisdiction there. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. Each party shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce these Terms, which remedy will be cumulative and not exclusive. If any action is pursued to enforce or obtain compliance with these Terms, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which such party may be entitled. Export Controls and Sanctions Compliance. You acknowledge that the Services (including the software and other components of the Services) may be controlled by the laws of one or more countries governing technology use and transfer, including European, UK and U.S. Export Administration Regulations (or equivalent laws), and/or may be subject to the sanctions programs of one or more countries. You shall not access, use or transfer the Services or any part of the Services in violation of such laws and sanctions programs. You represent and warrant that you are not, and you are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or any entity registered in, or any person or entity who is controlled by the government of, any country to which the European, UK, United States or any other government has prohibited export or other transactions, or (ii) any person or entity listed on any denied persons or entities list maintained by the United States or any other government, including lists maintained by European, UK or United States government sanctions programs that it administers, the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, and the U.S. Commerce Department Denied Persons List or Entity List. You also represent, warrant and covenant that you shall not permit any person or entity described in the preceding sentence to access or use the Services or any part of the Services, whether in any U.S. embargoed or sanctioned country or otherwise, or any person or entity to access or use the Services or any part of the Services in violation of any European, UK, U.S. or other export embargoes, sanctions or laws. You agree to comply with all applicable laws regarding the access and use of the Services or any part of the Services by you and your users. Notwithstanding anything in these Terms to the contrary, Duco Digital, in its sole discretion, may immediately terminate your access and use of the Services without prior written notice or an opportunity to cure in the event of an actual or threatened breach of this provision. Force Majeure. We shall not be liable for our inadequate caused by any circumstance beyond our control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks.
Your notice must specify your name and your account. Each notice shall be effective upon receipt.