These Terms are between you and DISPL (“DISPL”, “we” or “us”) that owns or operates or provides the Online Products and Additional Services that you are using or accessing. “You” means the entity you represent in accepting these Terms or representative of the partnership, or if that does not apply, you individually as entrepreneur. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i)you have full legal authority to bind your employer or such entity to these Terms;(ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.

If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox) that is presented to you.

PLEASE NOTE THAT IF YOU SIGN UP FOR CONTRACT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE Terms, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

Some Online Products maybe subject to additional terms specific to that product as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.

These Terms govern our Online Products, including No-Charge Products, related Support, and Additional Services. These Terms include our Policies (including our Privacy Policy and Export Compliance Policy),the Product-Specific Terms, and your Orders.

Software Products Not Covered. These Terms do not apply to our On-Premises Software Products or White-label Software Products, use of which requires a separate license agreement with us.

If otherwise agreed in writing or indicated at DISPL Subscription Plan, your purchase, and our provision, of training is subject to our training terms and policies, which is a separate agreement.

The following Product-Specific Terms and our Policies (the “Additional Documents”) shall be an integral part of these Terms:
– DISPL website usage terms (https://displ.com/legal/terms-of-use);
– DISPL Privacy policy (https://displ.com/privacy-policy);
– DISPL Export Compliance Policy (https://displ.com/legal/export-compliance-policy);
– DISPL Terms and Conditions of Sale of Goods (https://displ.com/legal/tc-of-sale);
– Subscription Agreement Online Access (SaaS) (https://displ.com/legal/subscription-agreement-online-access-saas);
– Security Requirements (https://displ.com/legal/security-requirements);
– DISPL End-User License Agreement (https://displ.com/legal/end-user-license-agreement);
– DISPL Service Level Agreement for SaaS Products  (https://displ.com/legal/sevice-level-agreement-for-saas-products);
– DISPL Rental Terms and Conditions of Goods (https://displ.com/legal/displ-rental-terms-and-conditions-of-goods).

Unless specifically stated in the text of these Terms for whom the rules apply, the Additional documents referred to in these Terms apply by default to all Customers.

These Terms and Additional documents are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Online Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Online Product, create a Online Product account, or place an Order. For No-Charge Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.

These Terms may be updated or modified from time to time, including any referenced policies and other documents without notice at the sole discretion of DISPL. The Customer accepts these Terms any referenced policies and other documents "as is".

The parties are independent contractors. This is a business transaction into which both parties are freely entering. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

Definitions. The following expressions shall have the following meanings:

A reference to ‘writing’ or ‘written’ includes faxes and emails. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

Online order processing consists of three (3) easy steps:
– Choose “Pricing” on the Website or similar section of the Website, dedicated to Online Products;
– Choose Subscription Plan (SaaS only or SaaS plus Products), then please click “Start trial” or“Subscribe” button respectively;
– Enter payment details as requested.  Unless otherwise specified in these Terms or the terms of any Additional Documents, all payments are processed by Stripe. By making payments, you acknowledge that you have reviewed and agree to be bound by Stripe's terms of service and privacy policy, available respectively at https://stripe.com/legal/consumer and https://stripe.com/privacy.

‍For SaaS you may have a Trial Period as indicated in certain Subscription Plan.  After your trial ends, you will be charged according to your Subscription Plan payment schedule. You can cancel Subscription before your Trial Period ends. DISPL also has a right to reject your Order and cancel the selected Subscription before your trial ends.

For Online Products the purchasing part of the Order is completed on the date of payment.  After receiving your Order and payment authorization we will process it and send you a written confirmation of the acceptance of the Order to the e-mail address you provided in your order form.The confirmation will include the following information:
– date of the Order;
– registration and contact details of DISPL;
– details of the Customer;
– details of the ordered Online Products;
– price of the ordered Online Products;
– delivery charges (under your request);
– Additional Services (if any under chosen tariff plan);
– total value of the Order;
– other information at DISPL discretion.

If End User purchases through a Reseller. If the End User makes any purchases through an authorized partner or reseller of DISPL (“Reseller”):

(a) Instead of paying DISPL,the End User will pay the applicable amounts to the Reseller, as agreed between the End User and the Reseller. We may suspend or terminate your rights or the End User rights to use Online Products if we do not receive the corresponding payment from the Reseller.

b) the End User order details (e.g., the Online Products the End User is entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the Order placed with us by the Reseller on behalf of the End User, and Reseller is responsible for the accuracy of any such Order as communicated to us.

(c) If the End User is entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to the End User.

(d) Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set for thin these Terms.

(e) The amount paid or payable by the Reseller to us for the End User use of the applicable Online Product under these Terms will be deemed the amount actually paid or payable by you to us under these Terms for purposes of calculating the liability cap in Section 10.

Once all procedures with the Order and its payment have been completed according to the Subscription, an End User Account has to be created/accessed at https://signup.displayforce.ai/.

We will deliver the login instructions for Online Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.

During the Trial Period you will also have access to the End User Account under the conditions and in the manner set out by DISPL. You will also receive instructions and means of connecting to the End User Account as soon as we have received and accepted your Order.

Through the Online Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of Online Products and End User Accounts. This may include making Orders for Online Products or enabling other DISPL Products (which may incur fees); creating,de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain. You are responsible for whom you allow to become Administrators and any actions they take,including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Online Products for you.

Reseller or Distributor as Administrator. If you order Online Products through a Reseller or a Distributor, then you are responsible for determining whether the Reseller or the Distributor may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller or the Distributor. As between you and DISPL, you are solely responsible for any access by Reseller or Distributor to your accounts or your other End User Accounts.

You will provide all required disclosures to and will obtain and maintain all required consents from End Users (the “End User Consent”) to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy; and (ii) DISPL’s provision of the Online Products to Administrators and End Users. You will provide evidence of such consents upon our reasonable request.

You are responsible for understanding the settings and controls for each Online Product you use and for controlling whom you allow to become an End User. If payment is required for End Users to use or access an Online Product, then we are only required to provide the Online Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Online Products. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain.

You must require that all End Users keep their user IDs and passwords for the Online Products strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.

Subject to these Terms,Export Compliance Policy, relevant Product-Specific Terms, and during the applicable Subscription Term, you may access and use the Online Products for your own business purposes, as applicable, all in accordance with these Terms,the applicable Order and the Documentation. The rights granted to you in this Section are non-exclusive, non-sublicensable (except for the Reseller  in favor of End User or Distributer) and non-transferable. Details on how to use our SaaS Online Products and additional restrictions can be found in the relevant Product-Specific Terms, which prevail under this Terms.

Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adaptor create derivative works of the Online Products; (b) rent, lease, distribute (except for Distributor), sell (except for Reseller in favor of End User), sublicense, transfer or provide access to the Online Products to a third party; (c) use the Online Products for the benefit of any third party; (d) incorporate any Online Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Online Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas,algorithms, file formats or non-public APIs to any Online Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Online Product; (h) use the Online Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Online Products; or (j) encourage or assist any third party to do any of the foregoing.

The Online Products are subject to export restrictions by the United States government and EU authority and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your access to, use of, and download of the Online Products (or any part thereof).

Monthly and Annual Plans. Except for No-Charge Products, Online Products are offered either on a monthly subscription basis or an annual subscription basis.

DISPL reserves the right to modify the Price List/Tariff plan at our discretion for any Online Products before the Customer places and completes its Order. All quotations are made by DISPL without obligation. DISPL reserves the right to refuse the acceptance of any Order without assigning any reason for such refusal.

‍Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to DISPL by emailing the PO number. For Additional Services provided at any non-DISPL location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in relevant Sections of these Terms, all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

‍Renewals. Except as otherwise specified in your Order, unless either party cancels your Subscription prior to expiration of the current Subscription term, your Subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription term. You will provide any notice of non-renewal through the means we designate, which may include account settings on our Website or contacting our support team. Cancelling your Subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable DISPL tariff plans continuing to be offered and will be charged at the then-current rates.

‍Taxes. All duties, taxes and other levies, as well as costs of customs clearance of the Online Products, arising out of the import of Online Products in the Customer’s country (or in the country where the delivery point is situated) shall be borne by the Customer. Orders delivered outside of the European Union or the European Economic Area may be additionally subject to customs duties and charges in the country of import. These duties and charges are the Customer's responsibility. The European customers registered for VAT purposes and whose purchases qualify as intra-Community acquisition may be entitled for zero VAT rate. This kind of transaction is available only for registered customers and subject to verification by our customer service. The Customer shall be exclusively responsible for all customs and other duties and all related costs and expenses payable on any international transaction.

All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Payment to DISPL of any amount under the Terms shall not, in any circumstances, be dependent upon payment to the Customer from any third party.

Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

We collect certain data and information about you and your End Users in connection with your and your End Users’ use of the Online Products and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

We are always striving to improve the Online Products. In order to do so, we use analytics techniques to better understand how our Online Products are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy and Cookies Policy.

You and your use of Online Products (including use by your End Users) must comply at all times with these Terms and all applicable laws.

‍You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Online Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Subject to our data privacy policy, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Online Products.

‍You will not submit to the Online Products (or use the Online Products to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the applicable Online Product in the applicable Documentation. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.

During the Subscription Term, we will provide support for the SaaS Online Products in accordance with the support policy: https://support.displayforce.ai/hc/en-us. Please contact our support team at https://support.displayforce.ai/hc/en-us/requests/new.

Additional Services. Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order.

During any period when DISPL Personnel are providing the Additional Services then such DISPL Personnel shall be deemed to be the servants or agents of the Customer and the Customer shall be responsible for all acts and omissions of DISPL Personnel and shall indemnify DISPL for their acts or omissions whilst in the Customer’s control.

The Customer will comply with all health and safety legislation in relation to the services performed by DISPL Personnel and the place and method of work. The Customer will be liable for all claims, costs, expenses, proceedings, or demands made by a third party in connection with or arising from any acts, omissions or default of DISPL Personnel whilst and under the control of the Customer.

The duration of the Additional Services shall, unless terminated in accordance with the Terms or unless otherwise agreed in writing by DISPL, continue until the end of the Subscription Term for the Online Products to which the Additional Services relate.

‍Evaluations, trials, and betas. We may offer certain Online Products to you at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 8, the terms and conditions of these Terms governing Online Products, including restrictions,fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion,without liability to you.We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, WE PROVIDE ALL NO-CHARGE PRODUCTS 'AS IS' AND 'AS AVAILABLE,' WITHOUT WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, OR LOSSES INCURRED RELATING TO THE USE OF THE NO-CHARGE PRODUCTS.

Online Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as“purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all IP Rights, in and to in and to the Online Products(including any new offerings), all related software, technology, documentation,and content provided in connection with these products, including all related IP Rights. This includes but is not limited to patents, copyrights, trademarks,trade secrets, and other proprietary rights inherent therein and appurtenant thereto. All improvements, updates, modifications, or enhancements, whether made by DISPL or otherwise, will also be owned by DISPL. Your rights to use the Online Products are limited to those expressly granted in these Terms and any applicable license agreements. No other rights with respect to the Online Products or any related IP Rights are implied.

DISPL© is the registered trademark of Displayforce Global Limited. You agree not to make any commercial use of the DISPL’s logo, trademark or brand name in any way;  register any organizations, corporations, other business units in its own name or the name of its affiliates, if the name of such organizations includes in whole or in part words such as "DISPL", "DISPLAYFORCE", register domains, websites with such words. For further information regarding the use of our Site, please refer to DISPL website usage terms (https://displ.com/legal/terms-of-use).

DISPL shall have no liability to the Customer (or to any person, firm or company) in respect of any: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) indirect or consequential loss or damage; (e) lost production time; (f) delay in shooting (g) the cost of re-shooting unusable footage or remedial or repair work on digital media, in each case, however caused, and regardless of the nature of the claim, even if foreseeable.

If DISPL Personnel provides Additional Services at premises other than that of DISPL, he or she does so under the direction and supervision of the Customer and subject to previous paragraph of this Section 10, DISPL will not be liable for any loss or damage occasioned by such servant or agent to the Customer or any third party howsoever such loss or damage has been caused.

‍DISPL shall have no liability to you for any failure to deliver Online Products you have ordered or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

‍Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 4 (Restrictions).

The Customer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Goods from our Website or online shop. The importation or exportation of certain of DISPL`s Goods to the Customer may be prohibited by certain national laws. DISPL makes no representation and accept no liability in respect of the export or import of the Goods purchased by the Customer.

‍Customer Indemnity. You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section 3 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of Online Products, (ii) your breach (or alleged breach) of Section 6 (Your Data Compliance Obligations) or (No Prohibited Sensitive Personal Information). This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.

Other grounds for exclusion or limitation of DISPL liability may be specified in Additional Documents.

The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of DISPL Technology and any performance information relating to the Online Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 11. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

‍Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

‍Termination for Convenience. You may choose to stop using the Online Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early within Trial Period, upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) except for Trial Period, if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

‍Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all Online Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term).

‍You. If you terminate these Terms in accordance with Termination for Cause, we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination.

‍We. If we terminate these Terms in accordance with Termination for Cause, you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. Special provisions on termination of our SaaS Online Products or Goods may be included in the Product-Specific Terms.

Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

‍Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Online Products (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).

‍Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Online Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 13.

‍WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, ALL ONLINE PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE ONLINE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE ONLINE PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms.

If you are located in theUnited States, these Terms will be interpreted in accordance with the laws ofthe State of California and the United States of America, without regard toconflict-of-law provisions. Judicial proceedings (other than small claimsactions) must be brought in state or federal court in San Francisco, California, unless both you andDISPL agree to some other location. You and DISPL both consent to venue andpersonal jurisdiction in San Francisco, California.

If you located in any other jurisdictions, these Terms will be interpreted in accordance with the laws of the Republic of Cyprus. Judicial proceedings must be brought in the courts of Cyprus, unless both you and DISPL agree to some other location. You and DISPL both consent to venue and personal jurisdiction in the Republic of Cyprus.

The Convention of the United Nations on Contracts for the International Sale of Goods dated April 11, 1980 shall not apply. If you are the customer located in the United States, please note that the Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.

Notwithstanding any other provision of these Terms, DISPL reserves the right to seek injunctive relief or other equitable remedy in any court of competent jurisdiction to prevent or otherwise restrain a breach of these Terms, including but not limited to, a violation of DISPL’s IP Rights or Customer’s confidentiality obligations.

Should any provision in these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Terms shall nevertheless be held to be prohibited by and/or invalid under applicable law, such provision shall be limited only to the extent of such prohibition or invalidity, without affecting the validity and/or enforceability the remainder of such provision or the remaining provisions of this Terms.

These Terms are the entire agreement between you and us relating to the Online Products and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Online Products or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.

A waiver of any right under this Terms is only effective if it is in writing and shall not be deemed to be waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Conflicts. In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.

Any notice or other communication required to be given to a party under the Terms shall be in writing and shall be delivered to the other party personally or sent by first class post, recorded delivery or by commercial courier to its registered office or its principal place of business, or sent by fax to the other party’s main fax number or by email.

Assignment. You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.

If any part of the Terms becomes invalid, illegal or unenforceable it shall be severed from the Terms and the remainder of the Terms shall remain in full force and effect.

Survival. The following provisions will survive any termination or expiration of these Terms: Sections 4 (Restrictions), 10 (Customer Indemnity), 5 (Payment) and (Taxes not included), 8 (Evaluations, trials, and betas) (disclaimers and use restrictions only), 11 (Confidentiality), 12 (Term and Termination), 13 (Warranty Disclaimer), 10 (Limitations of Liability), 14 (Dispute Resolution).

DISPL may update these Terms and conditions from time to time for legal or regulatory reasons or to allow the proper operation of DISPL site and services. Any changes will be notified via a suitable announcement on DISPL Website.

Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 5 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Online Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.

We may modify Our Policies and Product-Specific Terms to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or laws. In this case, unless required by laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies and Product-Specific Terms will take effect automatically as of the effective date specified for the updated documents.

You acknowledge that the Online Products are on-line, subscription-based products, and that in order to provide improved customer experience we may make changes to the Online Products, and we may update the applicable Documentation accordingly.

Updated on April 8, 2024
Previous version made on September 18, 2023