Terms of Service

Last updated on: June 1, 2020

By signing up for a Decoding Digital Account (as defined in Section 1) or by using any Decoding Digital Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “Decoding Digital” means the applicable Decoding Digital Contracting Party (as defined in Section 4 below).

The services offered by Decoding Digital under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by Decoding Digital are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at www.Decoding Digital.io/terms. Decoding Digital reserves the right to update and change the Terms of Service by posting updates and changes to the Decoding Digital website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service.

Everyday language summaries are provided for convenience only and appear in bold under each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Decoding Digital or any Decoding Digital services, you are agreeing to these terms. Be sure to occasionally check back for updates.



1. Account Terms

  1. To access and use the Services, you must register for a Decoding Digital account (“Account”) by providing your full legal name, a valid email address, and any other information indicated as required. Decoding Digital may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

  3. You confirm that you are receiving any Services provided by Decoding Digital for the purposes of carrying on a business activity and not for any personal, household or family purpose.

  4. You acknowledge that Decoding Digital will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

  5. You are responsible for keeping your password secure. Decoding Digital cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  6. You are responsible for all activity and content such as photos, videos, written content, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

 

You may not:

  • use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy, or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service

  • attempt to gain unauthorized access to any portion of the Service or any Content, or any systems or networks connected to the Service, by hacking, password “mining”, or any other illegitimate means

  • probe, scan, or test the vulnerability of the Service or any Content, or any system or network connected to the Service

  • reverse look-up or trace any information of any other user or visitor or otherwise use the Service for the purpose of obtaining information of any other user or visitor

  • take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure

  • upload invalid data, viruses, worms, or other software agents through the Service

  • impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity

  • disclose any information that you do not have the consent to disclose (such as confidential information of others, including their personally identifiable information)

  • use any device, software, or process to interfere with, or attempt to interfere with, the proper working of the Service, or any systems or networks connected to the Service, or with any other person’s use of the Service

  • conduct, engage in or otherwise process End User information or data to analyze individuals or groups of natural persons for unlawful or discriminatory purposes

  • use the Service or any Content for any purpose that is unlawful or prohibited by the Terms of Service, or

 

A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Decoding Digital may result in an immediate termination of your Services.

WHICH MEANS

You are responsible for your Account and any Materials you upload to the Decoding Digital Service. 

 

You may not take, steal, scrape data from the platform, lie about your account or try in any way to stop, harm, or take down the service. Remember that if you violate these terms we may cancel your service.

 

If we need to reach you, we will send you an email.

 

2. Account Activation

2.1 Decoding Digital Account Owner 

  1. Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Decoding Digital Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Decoding Digital Account Owner in connection with the Service.

  2. If you are signing up for the Services on behalf of your employer, your employer shall be the Decoding Digital Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

  3. Your Decoding Digital Account Owner can only be associated with one Decoding Digital User.

WHICH MEANS

Only one person can be the “Decoding Digital Account Owner”, usually the person signing up for the Decoding Digital Service. The Decoding Digital Account Owner is responsible for the Account. They are bound by these Terms of Service and are responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Decoding Digital Account Owner responsible for your Account.

 

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, and our Privacy Policy before you may become a Decoding Digital User.

  1. Technical support in respect of the Services is only provided to Decoding Digital Users.

  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

  3. You acknowledge and agree that Decoding Digital may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Decoding Digital’s website, available at https://www.decodingdigital.io/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Decoding Digital’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

  4. You may not use the Decoding Digital Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Decoding Digital.

  6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Decoding Digital or Decoding Digital trademarks and/or variations and misspellings thereof.

  7. Questions about the Terms of Service should be sent to Decoding Digital Support.

  8. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

  9. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Decoding Digital, is governed by its privacy policy at https://www.decodingdigital.io/privacy

  10. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Decoding Digital’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.decodingdigital.io/terms will prevail.

  11. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Decoding Digital shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Decoding Digital’s prior written consent, to be given or withheld in Decoding Digital’s sole discretion.

  12. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

  13. Sections 1, 3(2)-(5), 4, 6-8, 13-14, 16(9)-(11), 18, 20 and 21 will survive the termination or expiration of these Terms of Service.

 

WHICH MEANS

The Decoding Digital service belongs to us. You are not allowed to rip it off. You are not allowed to steal any idea or portion of it. You are not allowed to use it for any illegal or sketchy purpose. If you, your employees, or your contractors use Decoding Digital this applies to them as well.

 

Your materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.

 

4. Decoding Digital Contracting Party

  1. If the billing address of your Business is located in the United States, Canada, Europe, Asia, or South America this applies to you:

    a. “Decoding Digital Contracting Party” means Signal Rise Media Corp., a Canadian corporation, with offices located at 125-720 King Street, Suite 217, Toronto, Ontario, M5V 3S5.

    b. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

    b. You irrevocably and unconditionally agree to submit to the jurisdiction of Irish courts, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by Decoding Digital in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

 

WHICH MEANS

If a dispute arises you may bring an action to the Province of Ontario (Canada).

 

5. Decoding Digital Rights

  1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

  2. We reserve the right to refuse service to anyone for any reason at any time.

  3. We reserve the right to terminate Decoding Digital User Accounts for any reason at any time.

  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Decoding Digital customer, Decoding Digital employee, member, or officer will result in immediate Account termination.

  5. Decoding Digital does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Decoding Digital User Account.

  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Decoding Digital employees and contractors may also be Decoding Digital customers/merchants and that they may compete with you.

  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

  8. Decoding Digital retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Decoding Digital User Account Owner. If we are unable to reasonably determine the rightful Decoding Digital User Account Owner, without prejudice to our other rights and remedies, Decoding Digital reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

 

WHICH MEANS

We can modify, cancel or refuse the service at any time.

In the event of an ownership dispute over a Decoding Digital account, we can freeze the account or transfer it to the rightful owner, as determined by us.

 

6. Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, names, addresses and other information regarding customers and prospective customers, sales, and other unpublished financial information, business plans, and any other confidential and proprietary information, whether or not marked as confidential or proprietary that is not obtainable by public or paid services. Decoding Digital’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

 

WHICH MEANS

Both you and Decoding Digital agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

 

7. Limitation of Liability

  1. You expressly understand and agree that, to the extent permitted by applicable laws, Decoding Digital shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

  2. To the extent permitted by applicable laws, in no event shall Decoding Digital or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Decoding Digital partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

  4. Decoding Digital does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

  5. Decoding Digital does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

  6. Decoding Digital does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

 

WHICH MEANS

We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.

Service is “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.

 

8. Waiver and Complete Agreement

The failure of Decoding Digital to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Decoding Digital and govern your use of the Services and your Account, superseding any prior agreements between you and Decoding Digital (including, but not limited to, any prior versions of the Terms of Service).

 

WHICH MEANS

If Decoding Digital chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.

 

These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and Decoding Digital don’t apply if they conflict with these terms.

 

9. Intellectual Property and Customer Content

  1. By uploading Materials, you agree: (a) to allow Decoding Digital to store, and (b) that Decoding Digital can, at any time, review and delete all the Materials submitted to its Service, although Decoding Digital is not obligated to do so.

 

WHICH MEANS

Anything you upload is your responsibility.

 

13. Payment of Fees

  1. You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to your purchase or use of any products or services Decoding Digital offers. Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

  2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Decoding Digital will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Decoding Digital will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

  3. For pay-per-use plans, the Service is billed in advance of using the service and is non-refundable. There will be no refunds, or credits issued for partial pay-per-use plans of the service, upgrade/downgrade refunds, or refunds for unused pay-per-use credits.

  4. For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

  5. For annual payment plans, the Service is billed up front for a one (1)-year period and is non-refundable. Your annual plan will automatically renew for successive one (1)-year periods, and you will be charged the applicable fees on each annual anniversary of your purchase, unless you cancel prior to the end of the then-current annual term. There will be no refunds or credits for partial terms of service, upgrade/downgrade refunds, or refunds for unused terms with an open account.

 

  1. Certain credits may apply when you purchase an upgrade to the Service or switch from a monthly plan to an annual payment plan.

  2. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Decoding Digital reserves the right to terminate your Account.

  3. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

  4. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Decoding Digital’s products and services. To the extent that Decoding Digital charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Decoding Digital of your exemption. If you are not charged Taxes by Decoding Digital, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

  5. For the avoidance of doubt, all sums payable by you to Decoding Digital under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Decoding Digital to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Decoding Digital shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

  6. You must maintain an accurate location in the administration menu of your Decoding Digital User Account. If you change jurisdictions you must promptly update your location in the administration menu.

 

WHICH MEANS

A valid payment method (like a credit card) is required for all Decoding Digital User Accounts. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. 

 

If we are not able to process payment of Fees using your payment method, we will try again in 3 days. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt three days later. If payment of Fees is unsuccessful after three attempts, Decoding Digital may freeze your account. You may be required to remit Taxes to Decoding Digital or to self-remit to your local taxing authority. We do not give refunds.

 

14. Cancellation and Termination

  1. You may cancel your Account and terminate the Terms of Service at any time by contacting Decoding Digital Support and then following the specific instructions indicated to you in Decoding Digital’s response.

  2. Upon termination of the Services by either party for any reason:

    1. Decoding Digital will cease providing you with the Services and you will no longer be able to access your Account;

    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

    3. any outstanding balance owed to Decoding Digital for your use of the Services through the effective date of such termination will immediately become due and payable in full.


  3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

  4. We reserve the right to modify or terminate the Decoding Digital Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

  5. Fraud: Without limiting any other remedies, Decoding Digital may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

 

WHICH MEANS

To initiate a termination contact Support. Decoding Digital will respond with specific information regarding the termination process for your account. Once termination is confirmed, you will no longer have access to any data that has been stored on Decoding Digital. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.

 

We may change or terminate your account at any time. Any fraud and we will suspend or terminate your account.

 

15. Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon 15 days’ notice from Decoding Digital. Such notice may be provided at any time by posting the changes to the Decoding Digital Site (decodingdigital.io) or the administration menu of your Decoding Digital Store via an announcement.

  2. Decoding Digital reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.

  3. Decoding Digital shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

WHICH MEANS

We may change or discontinue the service at any time, without liability.

 

16. Third Party Services, Experts, and Experts Marketplace

  1. Decoding Digital may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Decoding Digital App Store, Decoding Digital Experts Marketplace, Decoding Digital Newsletter’s, social media channels or via in application notifications. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

  2. Decoding Digital Experts is an online directory of independent third parties (“Experts”) that can help you build and operate your Decoding Digital Store.

  3. You can engage and work with an Expert directly or through Experts Marketplace. Experts Marketplace provides you with recommendations on Experts that can assist you with different aspects of your Store. Using Experts Marketplace, you can find, hire, and communicate with Experts directly from your Account admin.

  4. Any use by you of Third Party Services offered through the Services, Decoding Digital Experts, Decoding Digital Experts Marketplace or Decoding Digital’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Decoding Digital may receive a revenue share from Third Party Providers that Decoding Digital recommends to you or that you otherwise engage through your use of the Services, Decoding Digital Experts, Experts Marketplace or Decoding Digital’s website.

  5. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Decoding Digital has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Decoding Digital’s websites, including the Decoding Digital App Store or Experts Marketplace, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Decoding Digital. Decoding Digital does not guarantee the availability of Third Party Services and you acknowledge that Decoding Digital may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Decoding Digital is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Decoding Digital strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.

  6. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Decoding Digital is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.

  7. You acknowledge and agree that: (i) by submitting a request for assistance or other information through Experts Marketplace, you consent to being contacted by one or more Experts at the Account Owner’s registered email address (or such other email address provided by you) as well as the applicable user email address; and (ii) Decoding Digital will receive all email communications exchanged via Experts Marketplace or in any reply emails (each a “Reply”) that originate from Experts Marketplace (directly or indirectly) between yourself and Experts. You further agree that Decoding Digital may share your contact details and the background information that you submit via the Experts Marketplace with Experts. Experts may require access to certain admin pages on your Decoding Digital Store. You choose the pages that the Experts can access.

  8. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Decoding Digital is not obligated to intervene in any dispute arising between you and a Third Party Provider.

  9. Under no circumstances shall Decoding Digital be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if Decoding Digital has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

  10. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Decoding Digital partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

 

WHICH MEANS

We are not responsible for third party services so use them at your own risk. If you use Third Party Services on the Decoding Digital platform, you permit us to send your data to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.

 

17. Beta Services

From time to time, Decoding Digital may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Decoding Digital will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Decoding Digital Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Decoding Digital’s prior written consent. Decoding Digital makes no representations or warranties that the Beta Services will function. Decoding Digital may discontinue the Beta Services at any time in its sole discretion. Decoding Digital will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Decoding Digital may change or not release a final or commercial version of a Beta Service in our sole discretion.

 

18. Feedback and Reviews

Decoding Digital welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Decoding Digital be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Decoding Digital (whether submitted directly to Decoding Digital or posted on any Decoding Digital hosted forum or page), you waive any and all rights in the Feedback and that Decoding Digital is free to implement and use the Feedback if desired, as provided by you or as modified by Decoding Digital, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Decoding Digital must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Decoding Digital reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

 

19. Rights of Third Parties

Save for Decoding Digital and its affiliates, Decoding Digital Users or anyone accessing Decoding Digital Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

 

WHICH MEANS

Only Decoding Digital, Decoding Digital Users and persons accessing Decoding Digital Services have any rights under these Terms of Service.

 

21. Privacy & Data Protection

Decoding Digital is firmly committed to protecting the privacy of your personal information and the personal information of your customers. Our Global Privacy Policy applies to the use of the Service and its terms are made a part of the Terms of Service by this reference. You understand that by using the Service you consent to the collection, use, and disclosure of your Personal Information and aggregate data as set forth in our Global Privacy Policy and EU & Swiss Privacy Policy, and to have your Personal Information collected, used, transferred to, and processed in Canada and the United States. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.

WHICH MEANS

Decoding Digital’s use and collection of personal information is governed by our Privacy Policy. Additionally, if you or your customers are located in Europe, Decoding Digital’s use and collection of European personal information is sent and processed in Canada and/or the United States.