DXD Group Ltd. (DXD,” “we,” or “us”) offers cloud platforms for remote internet connected devices, sensors and signage. This agreement is our terms of service (“Agreement”) and it covers everything we offer, including the use of our online and/or mobile services, websites, SDKs, APIs, account portal, documentation, models, features, functions, software, technical support, updates, upgrades and anything else we make available for use (collectively, the “Services”). Government customers will be subject to any applicable terms set forth in an addendum (collectively the “Government Terms”) which are included on the AWS site and are applicable to the prime contract under which the Government is acquiring the right to access the Services. Only the contract-specific addendum for the individual order will apply.
USE OF AND ACCESS TO OUR SERVICES IS SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES. IF YOU’RE AGREEING TO THESE TERMS ON BEHALF OF AN ORGANISATION, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO AGREE TO THESE TERMS ON THAT ORGANISATION’S BEHALF AND BIND THEM TO THESE TERMS (IN WHICH CASE, REFERENCES TO “YOU” AND “YOUR” INCLUDE THAT ORGANISATION). THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
OUR OFFICES FOR NOTICES: DXD Group Ltd, Unit 2, Whinfield Industrial Estate, Rowlands Gill, NE39 1EH.
What terms apply to me, and will they ever change?
By using anything offered by DXD, you automatically agree to this Agreement. You also accept any updated version of this Agreement by continuing to use the Services.
What are the basics of using the Services?
Do not use the Services if it would mean breaking the law. If you sign up for an account on the Services, you are responsible for all activity on your account. Be mindful about protecting your account password, and let us know immediately if you think there are any issues.
You may only use the Services in compliance with these Terms and all applicable local, national and international laws, rules and regulations. We can’t and won’t be responsible for your using the Services in a way that breaks the law. The Services are not available to any users previously removed from the Services by DXD.
You may be required to sign up for an account and select a password and username. We may maintain different types of accounts for different types of users. You may never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify DXD immediately of any breach of security or unauthorised use of your account. DXD will not be liable for any losses caused by any unauthorised use of your account.
Using Third Party Services in connection with the Services
By connecting to DXD through a third party service (“Third Party Service”), you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. DXD has no control over and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, DXD will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Personal User Content
If you store User Content in your own personal DXD account, in a manner that is not viewable or accessible by any other user except you, or use aspects of the Services, such as DXD’s APIs, that require DXD to access and search your databases of content for specific images or videos (collectively, “Personal User Content”)(for more information, see Security at DXD), you grant DXD the license above, as well as a license to use, access, display, perform, and distribute your Personal User Content for the sole purpose of providing you the Services, improving our Services and making that Personal User Content accessible to you. For the avoidance of doubt, your Personal User Content will not be viewable, editable, or shareable by anyone other than your community facilitators or by DXD.For further clarity, any User Content you provide to DXD through DXD’s API shall be Personal User Content by default, unless you affirmatively elect to share such User Content with other users.
Limited Audience User Content
If you share User Content in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Content”), then you grant DXD the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Content for the sole purpose of making that Limited Audience User Content accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Content, and to use and exercise all rights in it, as permitted by the functionality of the Service.
Public User Content
If you share User Content publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, models, concepts, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, “Public User Content”), then you grant DXD the licenses above, as well as a license to display, perform, and distribute your Public User Content for the purpose of making that Public User Content accessible to all DXD users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Content in connection with the Services and/or otherwise in connection with DXD’s business for any purpose. Also, you grant all other users of the Services a license to access that Public User Content, and to use and exercise all rights in it, as permitted by the functionality of the Service.
You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your DXD account, we will stop displaying your User Content (other than Public User Content, which may remain fully available) to other users (if applicable), but you understand and agree that your User Content may remain viewable elsewhere to the extent that they were copied or stored by other users. Further, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of User Content.
Subject to these Terms, as modified by any applicable Government Terms for any Government customer, we both grant each other the right to use and display each other’s name and logo (the “Licensor Marks”) on our respective websites and in other promotional materials solely in connection with each of our respective activities under these Terms. All of this use of the Licensor Marks will be in accordance with the each other’s applicable usage guidelines and will inure to the benefit of Licensor. The one of us using the other’s Licensor Marks under this subsection will not use, register or take other action with respect to any of the Licensor Marks, except to the extent allowed in advance in writing by the one of us whose Licensor Marks are being used. In using the Licensor Marks under this subsection, the one of us using the other’s Licensor Marks will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. The one of us using the other’s Licensor Marks will not, at any time, misrepresent the relationship between us. The one using the other’s Licensor Marks will not present itself as an affiliate or other legal agent of the one of us whose Licensor Marks are being used. The rights to use and display each other’s Licensor Marks under this subjection will end automatically in the event these Terms terminate.
What are DXD’s rights in the Services?
Except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, and all intellectual property rights related thereto, are the exclusive property of DXD and its licensors (the “DXD Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such DXD Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any DXD Content. Use of the DXD Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place DXD under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, DXD does not waive any rights to use similar or related ideas previously known to DXD, or developed by its employees, or obtained from sources other than you.
We can choose to change, terminate or suspend your use of the Services at any time.
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any User Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that User Content in violation of these Terms), in our sole discretion, and without notice. We may also permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
I use the Apple App Store or Google Play for DXD’s SDKs – should I know anything about that?
Both you and DXD acknowledge that the Terms are concluded between you and DXD only, and not with Apple or Google, and that neither Apple nor Google is responsible for the SDKs. The SDKs are licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services subject to all the terms and conditions of these Terms as they are applicable to the Services. Both you and DXD acknowledge and agree that, in your use of the SDKs, you will comply with any applicable third party terms of agreement which may affect or be affected by such use.
Do the Services cost anything?
Please see our pricing. If you are using the Services pursuant to the free pricing plan, you are responsible for monitoring your own usage and when your usage changes into a paid plan. If you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
What if I want to stop using the Services?
You can choose to delete your account or stop use of the Services at any time, but note that parts of this Agreement still apply to you even after you stop using the Services.
Account termination may result in destruction of any User Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Content you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of DXD.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do I need to know?
The Services are provided “as is.” You are solely responsible for how you choose to use the Services or what actions you take as a result of your use of the Services.
No Warranty. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DXD, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Our legal liability to you is limited. Please understand that we cannot run our business without it.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DXD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL DXD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DXD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DXD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO DXD HEREUNDER OR £100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DXD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
We hope this never comes up, but just in case it does, you agree to reimburse us for any loss we suffer that is tied to your use or misuse of the Services, violation of this Agreement, or infringement of any third party’s right.
Indemnity. You agree to defend, indemnify and hold harmless DXD and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim for damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
Here are some other miscellaneous terms that apply to our contract.
Miscellaneous. The failure of either you or us to exercise any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain fully enforceable. You may not assign, delegate or transfer these Terms or your obligations or rights and licenses granted hereunder, or your DXD account, in any way (by operation of law or otherwise) without DXD’s prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to any applicable Government Terms for a Federal Government customer, we may transfer, assign, or delegate these Terms and our rights and obligations without consent. We agree that these Terms are the complete and exclusive statement of the mutual understanding between you and DXD, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
For Customers who reside in the European Union:
General Data Protection Regulation: The “GDPR” goes into effect on May 25, 2018 and DXD offers all of its customers in the European Union a Data Protection Addendum if they intend to submit personal data through our Services. Please contact firstname.lastname@example.org for a pre-signed version ready for execution.
The following shall apply in relation to the limitation of liability:
The parties shall only be fully liable for intent and gross negligence as well as damages caused by injury to life, body or health;
In an event of slight negligence, the parties shall be liable only for breaches of a material contractual obligation (cardinal duty). A “cardinal duty” in the sense of this provision is an obligation whose fulfilment makes the processing of this Agreement possible in the first place and on the fulfilment of which the other party may therefore generally rely;
In any of the above-mentioned cases, the parties shall not be liable for any lack of commercial success, lost profits and indirect damages
Liability in accordance with the above clauses shall be limited to the typical, foreseeable damages: and
Except where otherwise stated in this Agreement, the parties shall not be liable for any loss or damage or any costs, expenses or other claims including without limitation loss of profit, business, revenue, goodwill or anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of or in connection with this Agreement.