Acceptance of Agreement
These terms and conditions (“Agreement”) are entered into by and between you (“Subscriber” or “you”) and Digitalized Software, Inc. (“Company,” “DSI,” “we,” or “us”), a Florida corporation with offices located at PO Box 100136, Cape Coral, FL 33910-0136.
BY ACCEPTING AN ESTIMATE, CLICKING ACCEPT, OR USING OR ACCESSING THE SOFTWARE OR SERVICES, SUBSCRIBER INDICATES THAT SUBSCRIBER HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ALL TERMS SET FORTH HEREIN, INCLUDING THE PRIVACY POLICY INCORPORATED BY REFERENCE. IF SUBSCRIBER DOES NOT AGREE WITH THIS AGREEMENT, SUBSCRIBER SHALL NOT USE OR ACCESS THE SOFTWARE OR SERVICES.
This Agreement governs your access to and use of:
- Our websites: digitalizedsoftware.com, receiveddigital.com, and easysenddigital.com
- Our software portfolio available under the names “Received Digital” and “Easy Send Digital”
- All related services, content, and functionality
Article I: Definitions
The following definitions shall apply throughout this Agreement:
“Access” means to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.
“Authorized Person” means a person or organization who is authorized in writing by DSI to receive Proprietary Information.
“Consulting Services” means those certain consulting, support, and training services in connection with the Software and Services, as requested by Subscriber and approved by DSI in writing and provided to Subscriber by DSI at DSI’s then current time and material rates.
“Data” means any and all data and information contained in or obtained from the Software (excluding Subscriber Content).
“Documentation” means any and all written manuals, help screens, user’s guides, and Policy Statements concerning the Data, Software and Services, as provided in printed or electronic form to Subscriber by DSI.
“Effective Date” means the first date by which Subscriber accepts this Agreement.
“Fee Schedule” means that certain schedule of fees and payment terms for access to the Software and use of the Services by Subscriber as provided to Subscriber in an Estimate or Invoice and as may be modified by DSI from time to time.
“Policy Statement” means our Privacy Policy and other written statements of policies (in printed or electronic form) concerning Subscriber access to the Software and use of the Services as may be adopted by DSI and as modified by DSI from time-to-time, available on our website.
“Proprietary Information” means the Registration Key, Data and any and all information in connection with the Software which is disclosed to Subscriber by DSI, or learned or obtained by Subscriber and is not: (i) conveyed to Subscriber by a third party; (ii) released by DSI without restriction; (iii) independently developed by Subscriber; and (iv) required by Court Order to be released by Subscriber.
“Registration Key” means that certain username and password assigned by DSI to Subscriber for purposes of accessing the Software and Services.
“Services” means those certain services as provided by DSI to Subscriber through the Software for purposes of accessing and retrieving Data and inputting and modifying Subscriber Content, as more particularly described in the applicable Estimate or Invoice and on the respective Software websites.
“Software” means that certain portfolio of software products available at URLs https://receiveddigital.com and https://easysenddigital.com under the names Received Digital and Easy Send Digital as made accessible to Subscriber by DSI.
“Subscriber Content” means any and all Subscriber information used, stored or transmitted using the Software.
“Subscription Fee” means those certain fees charged by DSI for Subscriber access to the Software and use of the Services under this Agreement, which may include annual subscription fees, usage-based fees, pre-paid credits, or pay-as-you-go charges, as set forth in the applicable Estimate or Invoice.
“System” means computer systems and communications equipment used by DSI for hosting the Software.
“Term” means a one year period of time starting on the Effective Date and shall renew automatically as provided under Article V of this Agreement.
“Unauthorized Access” means any access to the Software that violates the terms of this Agreement.
“Unauthorized User” means any individual who accesses the Software without proper authorization from Subscriber or DSI.
Article II: Eligibility and Website Use
Eligibility: This Agreement is offered and available to users who reside in the United States or any of its territories or possessions. By using our Software or Services, you represent and warrant that you have the legal capacity to form a binding contract with the Company (either as an adult or with proper authorization) and meet all eligibility requirements. Services are primarily intended for US users but may be available elsewhere.
Website Access: We reserve the right to withdraw or amend our websites and any service or material we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of our websites are unavailable at any time or for any period.
Account Security: You are responsible for making all arrangements necessary for you to have access to our websites and Software. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
Article III: Software Services and Access
License Grant: DSI hereby grants Subscriber a non-exclusive and non-transferable license to access the Software and Documentation during the Term for purposes of using the Services, subject to the terms and provisions of this Agreement.
Subscriber Content: During the Term, Subscriber may create, store, access, retrieve, modify and delete Subscriber Content using the Software and the System.
Registration Key Responsibility: Subscriber hereby accepts responsibility for, and shall be liable for, all access to the Software, Data and Services in connection with the Registration Key. Subscriber shall access the Software and the Services only using the Registration Key. Subscriber shall be responsible for the confidentiality and maintenance of the Registration Key.
Unauthorized Access Prevention: Subscriber shall prevent Unauthorized Users from accessing the Software using the Registration Key. Subscriber shall prevent Unauthorized Access to the Software using the Registration Key.
Lawful Purpose: Subscriber represents and warrants that Subscriber access to the Software shall not violate any contract, statute, rule, regulation or other obligation under which Subscriber is bound. Subscriber represents and warrants that Subscriber shall not access the Software to conduct or solicit the performance of any business or activity that is tortuous or prohibited by law.
Policy Compliance: Subscriber shall comply with the Policy Statement. DSI may modify the Policy Statement from time to time in the exclusive discretion of DSI.
Article IV: Hosting Services
Hosting: During the Term, DSI shall host the Software and Subscriber Content on the System to provide Subscriber online internet access to the Software and Services.
Back-Up: DSI shall perform routine backup of files stored on the System, including Subscriber Content.
Service Level: The Software shall be made available to Subscriber twenty-four (24) hours a day, seven (7) days a week, and we strive for 99.9% uptime, less downtime that is attributable to: (i) scheduled network, hardware, or service maintenance; (ii) the acts or omissions of Subscriber or Subscriber’s employees, agents, contractors; or (iii) a failure of the Internet. In the event of extended unscheduled downtime exceeding four (4) consecutive hours, DSI will provide service credits as determined by DSI in its sole discretion.
Conversion: Subscriber hereby acknowledges that DSI may remove, migrate, or convert the Subscriber Content from time to time, for the purposes of maintenance, installation, updates, replacements, backup, or modifications to the Software or System.
Article V: Term and Termination
Term: This Agreement shall be valid for the Term. The Term shall automatically renew on the anniversary date of the Effective Date unless this Agreement is earlier terminated or canceled as provided hereunder.
Termination for Convenience: Either party may terminate this Agreement for convenience upon providing advance written notice of termination to other party as of the date sixty days preceding the next following anniversary date of the Effective Date.
Cancellation for Cause: If Subscriber fails to comply with any obligation under this Agreement, DSI may cancel this Agreement by sending written notice describing the noncompliance to Subscriber. Upon receiving such notice, Subscriber shall have thirty (30) days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required thirty-day period, DSI shall have the right to cancel this Agreement.
Immediate Termination: DSI shall have the right to disable and deny the Registration Key and cancel the Agreement without notice upon Subscriber violation of this Agreement, or upon DSI receipt of notice from a third party challenging use of the Software and Services by Subscriber.
Deactivation and Removal: Upon termination or cancellation of the Agreement, DSI shall have the right to disable and deny the Registration Key and cease all Subscriber access to the Software and Services. DSI shall remove, migrate or convert the Subscriber Content and DSI shall destroy all Subscriber Content in its possession, except as otherwise agreed by the parties.
Article VI: Fees and Payment
Subscription Fee: Subscriber shall pay the Subscription Fee to DSI as set forth in the applicable Estimate or Invoice. Payment terms, including advance payment requirements for annual subscriptions or pre-paid usage credits, and payment schedules for usage-based fees, shall be as specified in the Estimate or Invoice. Neither the Subscription Fee nor any portion thereof shall be refunded by DSI in the event of termination of this Agreement by Subscriber or cancellation of this Agreement by DSI, except for unused pre-paid credits which may be refunded at DSI’s sole discretion.
Additional Costs: Subscriber shall pay all costs incurred in accessing the Software and using the Services, including all telecommunications charges.
Consulting Services: Any Consulting Services provided by DSI to Subscriber shall be invoiced to Subscriber by DSI at the time and material rates of DSI as provided in the applicable Estimate or Invoice.
Payment Terms: Subscriber hereby acknowledges that failure to pay any invoice within sixty days of receipt by Subscriber shall be cause for cancellation of this Agreement by DSI and deactivation of the Registration Key of Subscriber. For usage-based services, DSI may suspend access if account balance falls below minimum thresholds as specified in the Estimate.
Article VII: Intellectual Property
Ownership: The Software and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Title to Technology: Title to the Software (excluding Subscriber Content), including ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of DSI.
Usage Restrictions: You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from our Software or websites, except for normal use of the Software as intended.
Reverse Engineering Prohibition: Subscriber shall not reverse engineer the Software and shall use reasonable efforts to prevent reverse engineering of the Software.
Modifications: Subscriber shall not copy the Software and Documentation and shall not allow the Software and Documentation to be copied or modified without the prior written consent of DSI. If the Software or Documentation is modified, such modifications shall be the sole and exclusive property of DSI.
Proprietary Information: Subscriber shall not disclose Proprietary Information except to Authorized Persons. Subscriber shall hold Proprietary Information in strict confidence and shall not duplicate, use or disclose Proprietary Information except as otherwise permitted under this Agreement.
No Contest: Subscriber shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets of DSI in connection with the Software.
Employee Non-Solicitation: Subscriber shall not induce or solicit (directly or indirectly) any employee of DSI to leave the employ or hire of DSI or engage (directly or indirectly) the services of such employees (as an employee, consultant, independent contractor or otherwise) without the prior written consent of DSI.
Noncompete: Subscriber shall not (directly or indirectly) promote, advertise, market or provide any product or service similar to or competitive with the Software.
Article VIII: Prohibited Uses
You may use our Software and Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Software or Services:
- In any way that violates any applicable federal, state, local, or international law or regulation
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Software or Services
Additionally, you agree not to:
- Use the Software or Services in any manner that could disable, overburden, damage, or impair them or interfere with any other party’s use
- Use any robot, spider, or other automatic device, process, or means to access the Software for any purpose
- Use any device, software, or routine that interferes with the proper working of the Software
- Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious material
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Software, System, or related infrastructure
Article IX: Warranties and Disclaimers
Limited Warranty: DSI hereby represents and warrants that the Services shall be provided on a reasonable efforts basis and shall conform to the standards generally observed in the industry for similar services. DSI hereby represents and warrants that the Software shall perform substantially as set forth in the Documentation.
WARRANTY DISCLAIMER: THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES BY DSI, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. EXCEPTING THE LIMITED WARRANTY ABOVE, DSI HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
Data Accuracy: Subscriber hereby acknowledges that the Data may contain errors, inaccuracies and omissions. DSI shall not be responsible for editing, correcting, modifying, reviewing or deleting any such Data. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of the Software.
Express Warranties: Subscriber hereby acknowledges and agrees that DSI (including officers, employees, agents, directors and independent contractors of DSI) have not made or granted to Subscriber any express warranties concerning the Software, excepting the warranty in this Article.
Subscriber Warranties: Subscriber represents and warrants that:
- All information provided by Subscriber in connection with this Agreement shall be true, accurate, complete and current
- Subscriber possesses all necessary rights, title, and interest in the Subscriber Content for purposes of using the Software
- Subscriber shall comply with all export laws and regulations of the United States
Article X: Limitation of Liability
Damage Limitations: DSI shall not be liable to Subscriber for any lost profits or consequential, exemplary, incidental or punitive damages, regardless of whether DSI has been advised of the possibility of such damages. The liability of DSI for any reason and for any cause of action whatsoever in connection with the Software shall be limited to the Subscriber Fee for one calendar year of access.
Force Majeure: DSI shall not be liable to Subscriber for failing to perform its obligations hereunder because of circumstances reasonably beyond the control of DSI, including any acts of government, natural disaster, acts of terrorism, power failure, computer failure, telecommunications failure, or any other events reasonably beyond the control of DSI.
Data Loss: Programming, software design errors, maintenance of the Software, or unauthorized access to the Software may result in the loss of Subscriber Content. DSI shall not be responsible for any loss of Subscriber Content.
Indemnification by Subscriber: Subscriber shall release, defend, indemnify and hold harmless DSI from and against any and all claims, liability, losses and damages arising in connection with: (1) Subscriber access to the Software; (2) use of the Software by Subscriber; (3) the Subscriber Content; and (4) breach of this Agreement by Subscriber.
Article XI: Privacy Policy
Incorporation: Our Privacy Policy, available at digitalizedsoftware.com/privacy-policy/, is incorporated into this Agreement by reference. By accepting this Agreement, you also accept our Privacy Policy.
Information Collection: When you use our Software and Services, we collect personal information (name, email, address, phone), user credentials, usage data, and digital marketing information as detailed in our Privacy Policy.
Information Use: We use collected information for providing services, improvement and personalization, marketing and advertising, and legal compliance as outlined in our Privacy Policy.
Information Sharing: We do not sell or rent your personal information to third parties. We may share information with service providers, for legal obligations, or in business transfers as described in our Privacy Policy.
USPS Services: Easy Send Digital provides automated generation of USPS Certified Mail, Return Receipt, and Certificate of Mail services. Easy Send Digital sends data to the United States Postal Service (USPS) to perform its services, including address information, postal codes, and other relevant details necessary for mailing and shipping services. Subscriber acknowledges that USPS services are subject to USPS terms, conditions, and availability.
Your Rights: You have the right to access and update your personal information, opt out of marketing communications, and request deletion of your personal information, subject to legal requirements.
Data Retention: We retain data for as long as necessary to provide services to you. Upon termination of this Agreement, we will delete or return Subscriber Content within ninety (90) days unless otherwise required by law or requested by Subscriber in writing.
Security and Breach Notification: We implement reasonable security measures to protect your personal information from unauthorized access and disclosure, including SOC 2 Type 2 certified controls as detailed in our Security Document available on our website and incorporated herein by reference. We will notify you of security breaches affecting your data within seventy-two (72) hours of discovery. However, no data transmission over the internet can be guaranteed to be completely secure.
Article XII: General Provisions
Entire Agreement: This Agreement, including the incorporated Privacy Policy, contains the entire understanding of the parties relating to the Software and Services and supersedes all previous agreements between DSI and Subscriber.
Amendments: Any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by the parties, except that DSI may modify the Fee Schedule and Policy Statement from time to time upon notice to Subscriber. Other material changes to this Agreement require thirty (30) days advance notice to Subscriber.
Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Governing Law: This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles, and venue shall be Orlando, Florida.
Notices: All notices shall be in writing. Notices to Subscriber shall be deemed delivered when delivered electronically, by commercial overnight delivery service, by Certified or Registered Mail, or by hand to an address set forth for Subscriber. Notices to DSI shall be delivered to PO Box 100136, Cape Coral, FL 33910-0136.
Assignment: Any and all assignments of rights hereunder by Subscriber shall be void.
Public Announcements: All public announcements concerning the Software or the relationship of Subscriber and DSI under this Agreement shall be subject to the prior written approval of DSI.
Arbitration: Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Orlando, Florida.
Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses.
Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision shall not constitute a waiver.
Contact Information
Digitalized Software, Inc.
PO Box 100136
Cape Coral, FL 33910-0136
For Privacy Matters:
Maxwell Bailey – [email protected]
For Technical Support and General Inquiries:
Received Digital: receiveddigital.com
Easy Send Digital: easysenddigital.com
By accepting an estimate or using our Software and Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy.
