These Terms of Service (the “Terms”) constitute a legally binding agreement between Digital Glyde, its subsidiaries, and affiliates (“Company,” “we,” “our,” or “us“) and you (“you”, “your”, or “user”). These Terms will be effective upon your acceptance of the same (directly or indirectly in electronic form or by means of an electronic record) and will govern the relationship between us and you for the use of our Website https://openstaff.net/ (the “Website”) and Application “OpenStaff” (the “App”) (App and Website are hereinafter together referred to as the “Platform” or “OpenStaff”).

Our role under these Terms is limited to administration and managing the Platform, including any services made available to you in connection with temporary job opportunities and additional ancillary services to streamline interactions between customers/recruiters, agencies, and employees (“Services“).

For the purpose of these Terms, wherever the context so requires “you” or “user” shall mean any natural or legal person visiting our Platform or anyone who accesses or uses our Platform, including anyone who registers with us in accordance with these Terms. The applicability of these Terms extends to users regardless of the device type used for accessing our Platform, whether it be a laptop/desktop or a mobile/tablet device.

Further, for the sake of brevity, in applicable contexts, the term “transaction” is defined as the utilization of the Services and the facilitation of payment through electronic means and accepted payment methods.

ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS, SO PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING. 

By impliedly or expressly accepting these Terms, you also accept and agree to be bound by our Privacy Policy as amended from time to time. If you do not agree with anything provided herein, please do not use or access our Platform and/or Services.

We reserve the unilateral right to change the particulars contained in these Terms from time to time, without notice to you and in our sole discretion. If we make any such revision in these Terms, we will update the effective date above and the revised Terms shall be effective from such date. You are required to frequently check these Terms and their effective date to understand the terms and conditions that apply to your use of our Services. Your continued use of the Services following such modification constitutes your acceptance of the modified Terms of Service, whether or not you have read them.

Further, we may change, suspend, and/or discontinue the Services at any time, including the availability of any feature, database, and content on the Platform. We may also restrict users’ access to parts and/or all of the Services without notice and/or liability to the users.

1.  ABOUT THE PLATFORM

1.1. The Platform serves as a medium where users can explore listed temporary job opportunities, view job descriptions, place temporary job openings, and make payments through our secure payment gateway partners. While we oversee the transaction process, it is essential to emphasize that we explicitly disclaim involvement in any agreements related to temporary job opportunities and placements, including the recruitment or provision of Services, taking place on the Platform.

1.2. We neither control nor assume liability for the availability, accuracy, safety, authenticity, or legality of temporary job opportunities listed on the Platform. Our role is solely to ensure a comprehensive and streamlined communication experience among the users. It’s important to note that our involvement does not create a formal partnership, joint venture, or collaborative business relationship between OpenStaff and any other party.

1.3. The Platform leverages Geofencing technology to provide temporary employees with relevant temporary job opportunities based on their geographical location. Users’ location data is accessed in accordance with our Privacy Policy and used to match certified temporary workers with job openings within close proximity, enhancing the efficiency of job search and placement processes.

1.4. It is important to note that OpenStaff operates under two deployment models:

1.4.1. Agency Integration Model: The Company may grant the agency the right to use and integrate the Platform and therefore, run the Platform. Under this model, the agency is required to enter into an agreement with the Company and is permitted to use the Platform by replacing the name “Digital Glyde” with their name in the terms of service and privacy documents. However, it is important to note that the intellectual property rights remain with the Company, and the agency is granted access to and control over the data within the Platform solely for operational purposes. In the event of termination or cessation of services, the agency is obligated to delete all data accessed or utilized within the Platform within 90 days from the date of termination of such services (the “Data Deletion Policy”) Failure to comply with the Data Deletion Policy may result in legal action by the Company. The agency hereby agrees and understands that the Platform is a proprietary Platform owned by Digital Glyde. Agencies must adhere to the terms and conditions set forth by Digital Glyde, and any use of the Platform must be in accordance with the agreed-upon terms.

1.4.2. Collaborative Partnership Model: Under this model, the Company collaborates with software companies to jointly develop and enhance the Platform. While the collaborative partners may contribute to the development and functionality of the Platform, it is emphasized that the intellectual property rights remain with the Company. Collaborative partners are not granted control over the data within the Platform.

2. USER ELIGIBILITY

2.1. Our Services are directed to be used by adults who are eighteen (18) years of age and above, and who can form legal contracts under applicable laws. By using the Platform, it is assumed that you are competent to form legally binding contracts under applicable local laws of your native country. If a user lacks the competence to enter into a valid contract, they are prohibited from engaging in any activities on the Platform. By visiting, communicating, or transacting on the Platform, the user implicitly represents that they possess the legal competence to enter into valid contracts under the applicable laws.

2.2. We retain the right to deny you access to the Platform if it comes to our attention or if we discover that you are under the age of eighteen (18) years and attempting to use our Services.

3. USER REGISTRATION AND OBLIGATIONS:

3.1. Account Registration:

3.1.1.To utilize the Service, you must complete the one-time registration process with us by providing the necessary information and creating an account (the “User Account”). By doing so, you affirm, warrant, and commit to providing us with precise, truthful information. This includes but is not limited to, your name, email address, postal address, details of previous employment, educational background, and profile picture. 

3.1.2. Additionally, for users seeking temporary job opportunities, you may be required to undergo background checks and work eligibility verification in accordance with applicable laws and regulations and at the sole discretion of the Company.  These checks may include but are not limited to, criminal history checks, reference checks, and verification of your right to work in your chosen jurisdiction.

3.1.3. Additionally, users will be required to submit various documents for verification purposes, such as a driver’s license, social security number (last 4 digits), valid identification proof, etc. Failure to provide accurate information will be considered a violation of these Terms and may lead to the immediate termination of your User Account. This shall be applicable to all the users of the Platform, irrespective of whether they register as customers/recruiters, employees, or agencies. It is mandatory for each user to create an account and specify the category under which they are registering.

3.1.4. Upon submission of the required information and documents, users consent to undergo a User Account verification process. This process involves email verification to authenticate the user’s identity. Users must ensure that the email address provided during registration is valid and accessible to complete the verification process successfully.

3.1.5. Upon creation of a User Account, the Company performs a background check of the documents provided by the user. Once this process is completed and approved, the user gains access to and can utilize the Services provided by the Platform.

3.1.6. User registration on the App is a one-time process. If you have previously registered, you should log in/sign in to your User Account using the same credentials provided during the initial registration process.

3.1.7. The user is prohibited from (a) selecting a username, mobile number, and/or email ID with the intent to impersonate another person, or (b) using a username that infringes upon the rights of another person without proper authorization. In such a case, we retain the discretion to refuse registration or cancel a user ID at our discretion.

3.1.8. The user shall be solely responsible for the accuracy and correctness of all such details/information given by the user during registration. If we have reason to doubt the correctness of any details/information furnished by you or in case any information furnished by you is found incorrect, false, or misleading, we reserve the right to cancel or suspend the registration of the user permanently or for such period as we deem fit.

3.2 General User Obligations:

3.2.1. You must maintain confidentiality of the User Account information for all the activities that occur under your User Account. You must not share your login details, ie, username and password of your User Account with any other person, else it would be considered a breach of these Terms.

3.2.2. You agree to keep your password confidential and will be responsible for all use of your User Account and password. We reserve the right to remove, reclaim, or change a username (or first/last name) you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

3.2.3. You acknowledge and agree that we shall not bear any liability or responsibility for the activities or consequences arising from the use or misuse of any information under your User Account, including without limitation, situations where you have neglected to update your mobile phone number and/or email address on the Platform. It is your responsibility to ensure that your account details are kept current and accurate to facilitate effective communication and streamlined interactions on the Platform.

3.2.4. By utilizing our Services, you grant us explicit consent to access and utilize information associated with any linked social media accounts. This consent is granted to facilitate the seamless provision of our Services, ensuring efficient and integrated functionality within the bounds of applicable laws and regulations.

3.3. Employee Obligations:

3.3.1. Employees are required to submit truthful and up-to-date personal and professional information on their profiles.

3.3.2. Employees must maintain professional and respectful conduct when interacting with customers/recruiters and agencies on the Platform. The Platform is intended solely for legitimate job-seeking purposes.

3.3.3. Employees are required to abide by these Terms, reporting any misuse or violations promptly.

3.4. Customer/Recruiter Obligations:

3.4.1. Customers/Recruiters are responsible for ensuring the accuracy, currency, and transparency of temporary job postings they submit on the Platform.

3.4.2. Customers/Recruiters must treat information from the jobseeker database with confidentiality, using it exclusively for legitimate hiring purposes.

3.4.3. Customers/Recruiters must operate as duly established and legally compliant entities according to the relevant laws in their respective jurisdictions. If functioning as a business entity, adherence to all legal requirements is essential.

3.4.4. For entities such as limited companies, limited liability companies, or any other organizational structure, formal incorporation and registration in the concerned jurisdiction are mandatory. This ensures legal recognition and compliance with the established laws governing business operations.

3.4.5. Customers/Recruiters are required to uphold ethical hiring practices, promote diversity, and provide clear and accurate job descriptions.

3.5. Agency Obligations:

3.5.1. Agencies must represent clients accurately and transparently in job placement opportunities, communicating terms and conditions.

3.5.2. Agencies are required to maintain the confidentiality of customers/recruiters and candidate information and implement secure practices to protect sensitive data.

3.5.3. Agencies must operate as duly established and legally compliant entities according to the relevant laws in their concerned jurisdictions.

4. USER CONTENT:

4.1. In your use of the Platform, you may upload, post, provide, publish, display, link to, or otherwise make information necessary for the Services available via the Platform (collectively “User Content”). You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute User Content within the scope of the Platform’s functionalities.

4.2. Ratings: Users can provide ratings following the completion of a job or interaction on the Platform. Ratings are assigned based on objective criteria, including without limitation, punctuality, reliability, professionalism, and job performance. Feedback obtained through the rating system is utilized to identify areas for improvement and enhance service quality continually, ensuring that the Platform upholds high standards of professionalism and customer satisfaction. The rating system operates with fairness and integrity, free from discrimination or bias, and user privacy is strictly protected in compliance with data protection and privacy laws.

4.3. The user acknowledges that we may or may not pre-screen User Content. However, we retain the right (but are not obligated) to pre-screen, refuse, or remove any User Content and/or products from the Platform at any time, for any reason. This includes, but is not limited to, instances where we receive claims, allegations, or complaints from third parties and/or authorities related to such User Content, or for no reason at all. 

4.4. Your contribution to User Content is subject to the understanding that it aligns with applicable laws and regulations. Additionally, you are required to ensure that the User Content does not infringe upon the intellectual property rights of any third party. Prior to providing such User Content, you must obtain the necessary permissions, authorizations, or licenses for trademarks, copyrightable works, or any other relevant intellectual property owned or controlled by a third party.

4.5. You represent and warrant that you have ownership, control, and responsibility for the User Content you post or otherwise make available on our Platform, or otherwise have the right to do so. Your User Content must not be misleading or unlawful, and must not violate any of these Terms, applicable laws, and regulations, or infringe or misappropriate any rights of any person or entity. We may remove your User Content at any time, at our sole discretion, if we have a concern about your User Content.

5. PAYMENT:

5.1. By utilizing our Services, you agree to pay the corresponding service charges. These fees are specified during service selection and vary depending on the nature of the Service provided. Please note that we reserve the right to adjust the pricing from time to time and at our sole discretion.

5.2. Users are authorized to use valid credit/debit cards, or any other accepted payment methods, including online banking facilities, for transactional activities on our Platform. Users are required to provide accurate and complete details of their credit/debit cards or online banking accounts. It is the user’s responsibility to ensure the correctness of the information provided, and any incurred costs, expenses, losses, or damages resulting from the submission of incorrect details are solely the user’s responsibility. 

5.3. We disclaim any responsibility and liability for any loss or damage incurred by users during the utilization of available payment methods on the Platform. This includes but is not limited to, instances such as:

5.3.1. Lack of authorization for a transaction;
5.3.2. Exceeding the mutually agreed preset limit between the user and the respective bank;
5.3.3. Payment issues arising from the transaction; and/or
5.3.4. Transaction being declined due to any other reasons.

5.4. All payments made against the purchases on the Website by you shall be compulsorily in United States Dollars. The Platform will not facilitate transactions concerning any other form of currency with respect to the transactions made on the Platform.

5.5. Prior to approving the transaction, we may conduct a pre-authorization of payment details, including credit/debit card information. Additionally, we may request supporting documents such as a government-issued ID to validate the ownership of the payment instrument used for the availing of the Services on the Platform.

5.6. We use Stripe as a provider of payment gateway services on the Platform. You acknowledge and agree that any payment made on the Platform shall also be subject to the terms and conditions of Stripe which can be found here https://stripe.com/.

5.7. In all transactions facilitated through OpenStaff, including the coordination of temporary job placements, contractual obligations are established directly between the parties involved, on a principal-to-principal basis. The payment facility provided by OpenStaff serves to streamline the completion of these transactions between the users. It is important to clarify that our provision of the payment facility does not impose liability on OpenStaff for issues such as disputes arising from job placements, non-payment, breaches of agreements, or any other matters related to the Services offered through the Platform.

5.8. You agree that you shall be paid on the agreed-upon hourly rate highlighted in the job listing. The Platform offers a streamlined Job Check-in/Check-out process, allowing for the tracking of employee hourly rates and time worked. This feature eliminates the need for manual timesheets and paper-based processes, providing an efficient way to monitor and manage work hours. When a temporary worker checks in or checks out of a job opportunity, the time is tracked automatically, ensuring accurate payment based on the agreed-upon hourly rate highlighted in the job listing.

5.9. By accepting these Terms, you expressly authorize us and our service providers to electronically collect, process, facilitate, and remit payments, including the transaction amount, through electronic means between users on the Platform. It is essential to understand that your relationship with us is based on a principal-to-principal arrangement. By accepting these Terms, you acknowledge that OpenStaff operates as a medium, with no control or liability for the Services listed on our Platform and paid for through our payment facility. OpenStaff does not guarantee the identity of any user and does not ensure the completion of transactions between parties.

5.10. You acknowledge, understand, and agree that the payment facility provided by us constitutes neither a banking nor financial service. Instead, we function as a facilitator, offering an electronic, automated online payment, and remittance facility for transactions on the Platform through the existing authorized banking infrastructure and credit card payment gateway networks. It is imperative to clarify that, in providing the payment facility, we assume neither the role of a trustee nor engage in a fiduciary capacity concerning the transaction, thereby absolving itself from such responsibilities.

5.11. We affirm that the information provided by the user in this regard will be treated as confidential and will not be divulged to any third party, except as necessitated by the applicable laws, regulations, and/or processes of any government authority, and/or in connection with any judicial proceedings pertaining to legal actions, suits, and/or proceedings arising from or related to these Terms.

5.12. We diligently report and pursue both confirmed and suspected instances of credit/debit card fraud. We may request additional authorization from the user, including but not limited to telephone confirmation of the transaction and/or other pertinent information. The decision to seek further authorization rests solely with us. We retain the right to annul or decline any transaction in case of suspected fraud. We shall not be held liable to the user for any losses arising from such decline of transaction.

5.13. During the transaction process, we collect specific information such as time, date, IP address, and other relevant details aimed at identifying individuals involved in fraudulent activities. In cases where a transaction is suspected to be fraudulent, all records will be provided, with or without a subpoena, to law enforcement agencies and the credit/debit card company for a thorough fraud investigation. We are committed to collaborating with authorities to ensure the prosecution of offenders to the maximum extent permitted by law.

6. CHARGEBACK POLICY:

The following terms constitute “Chargeback Policy”:

6.1. OpenStaff is committed to providing a secure and reliable Platform for all users. In the event that a user disputes a charge on their credit card or other payment method and requests the issuing bank to reverse the transaction (the “Chargeback”), OpenStaff and its team will cooperate fully to resolve the billing discrepancies with the issuing bank and provide all necessary documentation to validate the transaction.

6.2. You agree that if a Chargeback is initiated and determined to be unjustified or fraudulent, we reserve the right to impose a Chargeback fee to cover administrative costs incurred. You will be liable to pay within seven (7) days following the date of our written request:

6.2.1. An amount equal to the amount of the Chargeback;
6.2.2. All third-party expenses incurred by OpenStaff in relation to the Chargeback, including charges made by our or your bank or payment processor or card issuer;
6.2.3. An administration fee in addition to taxes; and
6.2.4. All our reasonable costs, losses, and expenses incurred in recovering the amounts, including without limitation legal fees and debt collection fees.

6.3. For the avoidance of doubt, if you fail to recognize or fail to remember the source of an entry on your card statement or other financial statements, and make a Chargeback as a result, this will constitute an unjustified Chargeback.

6.4. If you owe us any amount under or relating to these Terms, we may suspend or withdraw the provision of Services to you.

6.5. We may at any time set off any amount that you owe to us against any amount that we owe to you by sending you written notice of the set-off.

7.  ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”:

7.1. Subject to your compliance with these Terms, including the ‘Prohibited Uses’ defined in Clause 7.5 below, we grant you a non-exclusive, non-transferable, revocable license to:

a. access the Services; and
b. download any portion of the User Content provided by you for utilizing our Services.

7.2. Subject to compliance with these Terms, we may offer to provide the Services, as more comprehensively described on the Platform. These Services, selected by you, are intended solely for your own use and are not to be used or exploited for the benefit of any third party.

7.3. The provision of Services will be carried out on a best-efforts basis. We do not provide any warranties for the continuous availability or the accuracy of any User Content.

7.4. We explicitly disclaim any responsibility for any harm resulting from the use, viewing, or downloading of any User Content from the Platform. If you choose to access or use any User Content, it is your responsibility to take necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. You acknowledge and agree that we shall not be liable for any damages that may arise from your use of the User Content on the Platform.

7.5. Prohibited Uses:

7.5.1. While using the Platform, users consent to abstain from activities that contravene these Terms, encompassing fraudulent acts, spamming, hacking, and any actions that could disrupt the operations of the Platform. 

7.5.2. While using the Platform users are strictly prohibited from assuming the identity of others, utilizing counterfeit accounts, or indulging in any conduct that may falsely represent their identity.

7.5.3. You are prohibited from downloading any material from our Platform or saving any such material to your computer without our express permission.

7.5.4. You shall not edit or otherwise modify any material on our Platform unless you own or control the relevant rights in the material.

7.5.5. You are also expressly prohibited from:

a. Republishing or redistributing material from our Platform;
b. Selling, renting, or sub-licensing material from our Platform;
c. Showing any material from our Platform in public; or
d. Exploiting material from our Platform for a commercial purpose.

7.5.6. You are prohibited from probing, scanning, or testing the vulnerability of our Platform without our permission.

7.5.7. You are prohibited from using our Platform to copy, store, host, transmit, send, use, publish, or distribute any material that consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

7.5.8. You are prohibited from decrypting or deciphering any communications sent by or to our Platform without our permission.

7.5.9. You shall not conduct any systematic or automated data collection activities, which include without limitation scraping, data mining, data extraction, and data harvesting on or in relation to our Platform without our express written consent.

7.5.10 You shall not use our Platform except by means of our public interfaces.

7.5.11 You shall not use data collected from our Platform for any direct marketing activity, including without limitation email marketing, SMS marketing, telemarketing, and direct mailing.

7.5.12 You must not do anything that interferes with the normal use of our Platform.

7.5.13. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

7.5.14 Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

Additional activities that are prohibited

You may not access or use the Platform and/or our Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Platform, you agree not to:

a. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
b. Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and Services and/or the Content contained therein.
c. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Platform in order to harass, abuse, or harm another person.
d. Make improper use of our Platform and/or Services or submit false reports of abuse or misconduct.
e. Use the Services in a manner inconsistent with any applicable laws or regulations.
f. Engage in unauthorized framing of or linking to the Services.
g. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform and/or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform and/or Services.
h. Attempt to impersonate another user or person or use the username of another user.
i. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).
j. Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
k. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
l. Attempt to bypass any measures of the Platform and/or Services designed to prevent or restrict access to the Platform and/or Services, or any portion of the Platform and/or Services.
m. Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
n. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform and Services.
o. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorized script or other software.
p. Make any unauthorized use of the Platform and/or Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating User Account(s) by automated means or under false pretenses.

8. USER REPRESENTATIONS 

8.1. By using the Platform, you represent and warrant that: 

8.1.1. all the information you submit will be true, accurate, current, and complete;

8.1.2. you will maintain the accuracy of such information and promptly update such information as necessary;

8.1.3. you have the legal capacity and you agree to comply with these Terms;

8.1.4. Your use of the Platform shall be solely for your own purposes and you shall not authorise others to use your Account;

8.1.5. If you register on our Platform as the representative of any entity, you represent that you are authorized to act on behalf of such entity and that such entity shall be bound to comply with these Terms upon your acceptance of these Terms;

8.1.6. you are not a minor in the jurisdiction in which you reside; 

8.1.7. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

8.1.8. you will not use the Platform for any illegal or unauthorized purpose; and

8.1.9. your use of the Platform will not violate any applicable law or regulation.

9. COMMUNICATIONS

While utilizing the Platform or transmitting emails or other data, information, or communication to us, you acknowledge and consent that you are engaging with us through electronic records. You agree to receive communications via electronic records from us periodically and as necessary. Our communication with you may occur through email or any other mode of communication, electronic or otherwise.

10. PROFANITY POLICY

10.1. At OpenStaff, we are dedicated to fostering a professional and respectful environment throughout our Platform. As such, we strictly prohibit the use of language that is discriminatory, offensive, or inappropriate in any public area on our Platform.

10.2. This policy applies to all interactions and communications within the OpenStaff Platform, including job listings, user profiles, and any other publicly visible content. We expect all users to adhere to this policy and refrain from using language that may be deemed offensive or inappropriate.

10.3. Users are encouraged to report any violations of this policy for prompt review. This includes instances of:

10.3.1. Offensive language in job postings or user profiles; and
10.3.2. Discriminatory or hateful remarks in any form of communication on the Platform.

10.4. Disciplinary action may result in the indefinite suspension of a User Account, temporary suspension, or a formal warning.

11.  EMAIL ABUSE AND THREAT POLICY

11.1 Private communication, including email correspondence, conducted by users is not directly regulated by us. We strongly encourage our users to maintain a professional, courteous, and respectful tone when communicating via email. While we generally do not intervene in private communications, we will thoroughly investigate and take appropriate action against certain types of unwanted emails that violate any or all of our policies.

11.2 One such violation includes without limitation, spoof (fake) emails. It is essential to note that we will never request sensitive information from you through email. If you ever receive a spoof email claiming to be from us and asking for sensitive information, we urge you to promptly report it to us on support@digitalglyde.com for further investigation and necessary action.

12.  INTELLECTUAL PROPERTY RIGHTS

12.1. The Platform, Services and all rights therein are and shall remain the property of the Company or its licensors. Neither these Terms nor your use of the Platform and Services convey or grant to you any rights: (i) in or related to the Platform and Services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks, or service marks, or those of the Company’s licensors.

12.2. Subject to the provisions of these Terms, we grant users a limited, non-exclusive, non-transferable license to access and use our Platform strictly for its intended purposes. This license explicitly does not confer any ownership rights to users, and any unauthorized use constitutes a material breach of these Terms.

12.3. All copyright and other intellectual property rights in the material on our Platform are reserved.

12.4 You retain all ownership rights to your User Content. We only use User Content to provide and improve the Platform and Services, in accordance with our Privacy Policy.

12.5. Agencies or collaborative partners are granted limited rights to use the Platform as provided by the Company (detailed in Clause 1), without acquiring any ownership rights or control over the intellectual property, including User Content.  By using the Platform, agencies and/or collaborative partners agree to adhere to the terms and conditions set forth by the Company regarding intellectual property rights and usage.

12.6. By submitting any User Content on our Platform, you grant us a worldwide, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display such User Content solely for the purpose of providing and improving the Platform and Services.

12.7. We respect the intellectual property rights of others, and users are expected to do the same. Uploading, posting, or otherwise transmitting any content that infringes on the Company’s or any third party’s intellectual property rights is strictly prohibited. We reserve the right to promptly remove any infringing content.

12.8. You shall not reproduce, modify, create derivative works, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform and/or Services except as expressly permitted by the Company.

12.9. Agencies or collaborative partners are required to maintain confidentiality and prevent unauthorized disclosure of proprietary information and trade secrets related to the Platform in accordance with Clause 1.

13.  LINKS TO THE THIRD-PARTY SITES

13.1. We may provide links to third-party sites on our Platform as a convenience to user(s). You hereby acknowledge that when you access third-party sites, you do so at your own risk.

13.1.1. You understand that external sites are beyond our control, and we are not accountable for the content, functionality, accuracy, legality, appropriateness, or any other aspect of such external websites or resources. The inclusion of any link does not imply endorsement or sponsorship by us or any association with its operators.

13.1.2. We may provide access to services from external or third-party service providers, seamlessly integrated into our Platform. Users acknowledge and agree that any issues or non-performance of such services will be addressed on a best-effort basis, subject to the pass-through obligations as agreed with the external/third-party service providers.

13.1.3. Users are advised to exercise caution when navigating external sites and using integrated services and carefully review the terms and conditions and privacy policies of all off-website pages and other websites that they visit.

13.1.4. We reserve the right to modify or remove links to third-party sites and services at any time without notice. Continued use of our Platform constitutes acceptance of any modifications to the links provided.

13.1.5. Users acknowledge that we collaborate with external or third-party service providers to enhance the user experience. Any collaborative efforts aim to improve services but are subject to the terms and conditions agreed upon with the respective service providers.

13.1.6. Users may be notified when they are leaving our Platform and redirected to access a third-party site or service. Additionally, we are not responsible for any content, advertisements, products, or other materials available on external sites or through integrated services.

14.  AVAILABILITY OF THE PLATFORM

14.1. While we do our best to keep the Platform up and running all the time, we can’t promise it will always be perfect. Sometimes, there might be interruptions, delays, or errors, or the Platform might not be free of viruses. If there are any problems, we’ll try our best to fix them as soon as possible.

14.2. We are committed to making the Platform accessible to all users, including those with disabilities. We strive to adhere to relevant accessibility standards, particularly Section 508 of the Rehabilitation Act, which ensures electronic and information technology accessibility for individuals with disabilities in the United States, and the Web Content Accessibility Guidelines (WCAG). We are continually working to improve the accessibility of our Platform and welcome feedback from our users on how we can better serve everyone.

14.3. You need an internet or mobile data connection to use the Platform, and you’ll have to cover the costs for that. We won’t be responsible for those costs.

14.4. The Platform might not work with every device or software out there, and sometimes we’ll need to update it, which might make some parts temporarily unavailable.

14.5. We’re not liable for any business losses or other indirect losses you might experience while using the Platform.

14.6. You’re responsible for having the proper internet or mobile data connection and devices to use our Services. If you use wireless devices, you might have to pay extra fees to your mobile network. And while we try to make sure our Services work on most devices, we can’t guarantee they’ll work perfectly on every single one.

15.  LICENSE FOR PLATFORM ACCESS

Subject to your compliance with these Terms and the payment of applicable fees, if any, we provide you with a limited license to access and make personal use of this Platform. However, you are not authorized to download any User Content (other than page caching) or modify the Platform, or any portion of it, except with our express written consent. This license explicitly excludes any resale or commercial use of this Platform, any derivative use of this Platform or its User Content, any downloading, or any use of data mining, robots, or similar data gathering and extraction tools.

16.  PRIVACY POLICY

The terms relating to the collection of information from you, security, access to, and transfer of your data or information are governed by our Privacy Policy.

17.  TERMINATION

17.1. These legal Terms shall remain in full force and effect while you use the Platform and/or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES AND/OR PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

17.2. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17.3. Users have the liberty to terminate their Accounts whenever they wish by adhering to the instructions that are clearly outlined on the Platform.

17.4. Clauses including Indemnity, Disclaimer, and Limitation of Liability shall survive termination of these Terms.

18.  MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these legal Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

19.  DISCLAIMER

The Services are provided on an ‘as-is’ and ‘as-available’ basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services’ content or the content of any websites or mobile applications linked to the Services and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, and (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services by any third party. We will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. as with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

20.  LIMITATION OF LIABILITY

20.1. We bear no responsibility for any secondary, resultant, or incidental harm that may occur due to the utilization or inability to utilize the Platform and/or Services. 

20.2. In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Platform and/or Services, even if we have been advised of the possibility of such damages.

20.3. We shall not be liable for:

a. Unsuccessful transactions, delays, or financial losses due to events beyond our control or third-party services;
b. The Platform not meeting individual requirements, containing defects, or causing damage due to cyber attacks or other breaches beyond our control;
c. Internet or mobile data transmissions not being entirely private or secure; messages may be read by others; and/or
d. Under various legal theories, we shall not be liable for loss of profits, revenue, goodwill, or any indirect or consequential damages arising from the use of the Platform and/or Services. Users should be aware of potential risks in internet or mobile data transmissions.

21.  INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand received or suffered by us, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) your contributions; (2) your use of the Platform; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

22.  DISPUTE RESOLUTION AND GOVERNING LAW

22.1. These Terms shall be construed in accordance with the applicable laws of the States of Texas, United States.

22.2. If any dispute or claim arises from or in connection with (i) these Terms, (ii) your access to or use of our Platform and/or Services, the relevant parties shall resolve the dispute through amicable negotiations.

22.3. In the event that the dispute is not resolved through amicable negotiations, you agree to submit the dispute to the American Arbitration Association (“AAA”) for determination. The arbitral proceedings shall be conducted in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect. 

23.  MISCELLANEOUS

We may assign any or all of our rights and obligations to any person or affiliate entity at any time. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services. 

For any queries, feel free to reach out to us at info@digitalglyde.com.