Last updated on April 29, 2022

DJAZ SITES & SERVICES TERMS AND CONDITIONS

These Djaz Services Terms and Conditions (“Terms”) govern access to and use of the Djaz Inc. (“Djaz,” “we” or “us”) websites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase purchase services (“Djaz Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”) or otherwise access or use the Site or Djaz Services. By using the Site or Djaz Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the Djaz Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors (“User”) may be referred to in these Terms as “you” and “your” as applicable.

IMPORTANT NOTICE: IT IS ESSENTIAL THAT YOU READ CAREFULLY THESE TERMS AND CONDITIONS AS THEY DESCRIBE AND, IN SOME CASES, LIMIT YOUR RIGHTS.

1.  UPDATES AND COMMUNICATIONS

1.1   We may revise these Terms or any additional terms and conditions that are relevant to a particular Djaz Service from time to time to reflect changes in the law or to the Djaz Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE DJAZ SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2   You agree to receive all communications, agreements, and notices that we provide in connection with any Djaz Services (“Communications”), including, but not limited to, Communications related to our delivery of the Djaz Services and your purchase of or subscription to the Djaz Services, via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Site or through any Djaz Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2.  ADDITIONAL TERMS FOR DJAZ SERVICES

2.1   Djaz Signature. If you use an electronic signature in any Djaz Services (“Djaz Signature”) you accept the Terms of the Djaz Signature Service Terms and Conditions (https://djaz.io/company/signature-service-terms).

2.2   Djaz Privacy Policy. You agree that the information you supply to us or that we collect will be used and protected in accordance with the Djaz Privacy Policy (https://djaz.io/company/privacy-policy), unless as otherwise stated in these Terms or applicable Corporate Terms.

3.  USAGE AND ACCESS RIGHTS

3.1   Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws. You acknowledge that you are not permitted to use the Site if you cannot make these representations. If Djaz has previously prohibited you from accessing the Site or using the Djaz Services, you are not permitted to access the Site or use the Djaz Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, also refer to that organization or entity).

3.2   Limited License. We grant you a limited, non-exclusive, and non-transferable license to access and use the Site for your internal business purposes only, as expressly permitted by these Terms and any applicable paid Customer plan that allows registration of an Account for use of a Djaz Service ("Subscription Plan") when applicable. You agree not to use or permit the use of the Site for any illegal purpose or in any way that violates these Terms. If you are or become a direct competitor of Djaz, you may not access or use the Djaz Services without first obtaining Djaz's explicit, prior written approval, and only for the purposes approved in writing. Djaz grants you a non-exclusive, non-transferable, limited license to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each Subscription Plan has its own set of limits and requirements that define which features Customer will have access to. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.

4.  OWNERSHIP

4.1  Software Use Restrictions. Software available for downloading through the Site or third-party websites or applications (the “Software”) is the copyrighted work of Djaz and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

4.2  Submissions. The Site or Djaz Services may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws.

4.3 User Data.  Users have sole and exclusive ownership of, responsibility for and access to all content and information Posted or input for private usage or accessed by specified Users (“User Data''). Djaz will not read, access, or tamper in any way with the User Data without User’s prior consent or unless ordered by a court of competent jurisdiction to produce User Data. Djaz shall implement and maintain appropriate measures in accordance with generally accepted and commercially reasonable industry standards to (a) protect against any anticipated threats or hazards to the security or integrity of User Data; and (b) protect against unauthorized access to User Data.

5.  RESTRICTIONS ON USE OF THE SITE AND DJAZ SERVICES

By using the Site, including any Djaz Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion: (a) is illegal, or violates any federal, state, or local law or regulation; (b) attempts to impersonate another person or entity; (c) is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable; (d) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; (e) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Djaz Services; (f) “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else; (g) improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords; (h) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Djaz Services or Djaz’s then-current technical and functional documentation for the Djaz Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms.

6.  Subscriptions

6.1  Subscription Plan. The prices, features, and options of the Djaz Services depend on the Subscription Plan selected as well as any changes instigated by Customer. Djaz does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”).

6.2  Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). Customers must promptly notify Djaz of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES DJAZ TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE DJAZ SERVICES.       

6.3  Termination. Upon expiration of your Subscription, the Subscription Term shall automatically renew on the same terms and conditions as contained herein unless Customer cancels Subscription prior to expiration of the then-current Subscription Term.  Upon renewal, the method of payment provided by you shall be charged the Subscription Fee for the same Subscription Plan as your expiring Subscription Plan. 

A Subscription may be terminated by either you or Djaz at any time, for any or no reason, effective on the next renewal date. However, Djaz may also terminate your Subscription immediately due to a violation of this Terms.

Upon expiration or the effective date of termination of your Subscription and in the absence of termination of your account by Djaz, (a) the Subscription Term shall end; (b) your account will automatically convert to a free account; (c) you shall not be billed for any recurring Subscription Fees; (d) you shall continue to have access to all reports, histories and data of your account.

7.  WARRANTIES AND DISCLAIMERS

7.1  THE DJAZ SERVICES, DOCUMENTATION, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE DJAZ SERVICES, DOCUMENTATION, AND SITE SHALL BE AT YOUR SOLE RISK. DJAZ AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“DJAZ PARTIES”): (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE DJAZ SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE DJAZ SERVICES, DOCUMENTATION, OR SITE.

7.2  THE DJAZ PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE DJAZ PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.

7.3  DJAZ ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY PROMISE, OBLIGATION, COMMITMENT OR RESPONSIBILITY CONTAINED IN A DOCUMENT.             

8.  LIMITATION OF LIABILITY

To the extent permitted by law, in no event shall Djaz have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue, or data) arising out of or in connection with the Site or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, Djaz’s total cumulative liability to you or any third-party arising out of or in connection with the Site or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed Customer’s Subscription Terms price.

9.  INDEMNIFICATION OBLIGATIONS

9.1  You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or your Account Administrator(s) or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the Djaz Services; or (e)  any products or services purchased or obtained by you in connection with the Site.

9.2  Djaz retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10.  WAIVER

10.1  You expressly and unconditionally waive any and all claims against Djaz, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions: (a) any unauthorized person uses your username and/or password to access the Site with any result, including but not limited to posting or signing Documents or making changes in authorizations; (b) the Site is partially or totally inoperative or inaccessible; (c) use of the Site; (d) viruses or other malicious software are transferred to your computer or other device by using the Site; (e) there are bugs, errors or inaccuracies in the Site, Documents or the results produced by the Site; (f) third-party content, actions or inactions on or with respect to the Site; (g) a suspension or other action taken with respect to your account by Djaz; (h) deletion, corruption or destruction of any of User Data.          

10.2  No waiver by Djaz of any breach by you of any condition or provision of Terms shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Djaz in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

11.  GENERAL

11.1  Third Party Content. We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. DJAZ IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Site.

11.2  Relationship. At all times, you and Djaz are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Djaz or are otherwise authorized to bind or commit Djaz in any way without Djaz’s prior written authorization.

11.3  Trade Restrictions. You acknowledge that the Site, Documentation, and/or Djaz Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that Djaz makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine and Sudan, Iran, North Korea and Syria (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site. 

11.4  Assignability. You may not assign your rights or obligations under these Terms without Djaz’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Djaz may freely assign its rights, duties, and obligations under these Terms.

11.5  Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Djaz Services will be effective only if it is in writing and sent using: (a) Djaz Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in Customer’s registration information or on the Site for Djaz, with a copy, in the case of Djaz, to team@djaz.io. Customer or Djaz may change its address for receipt of notice by notice to the other party in accordance with this Section 10. Notices are deemed given upon receipt if delivered using Djaz Services, five (5) business days following the date of mailing, or nine (9) business days following delivery to a courier.

11.6  Force Majeure. Except for any payment obligations, neither you nor Djaz will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

11.7  Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

11.8  How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact Djaz at 770 Cordial Drive Des Plaines, IL 60018, United States, or by calling from the U.S. (224) 478-0083 or by email team@djaz.io.