This Agreement was last modified on April 20, 2014.
Please read these Terms and Conditions ("Agreement", "Terms and Conditions") carefully before using http://www.dishgo.io ("the Site") operated by DishGo Inc. ("us", "we", or "our"). This Agreement sets forth the legally binding terms and conditions for your use of the Site at http://dishgo.io.
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement.
The Site and its original content, features and functionality are owned by DishGo Inc. and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Links To Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by DishGo Inc..
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Quebec, Canada, without giving effect to any principles of conflicts of law.
Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.
Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.
1. Definitions and interpretation 1.1 In this Agreement: "Customer Materials" all works and materials: (a) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and [(b) otherwise provided by the Customer to the Provider in connection with this Agreement;] [“Defect” means a defect, error or bug having [an / a materially] adverse effect on the appearance, operation or functionality of the Platform [, but excluding any defect, error or bug caused by or arising as a result of: (a) an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or (b) an incompatibility between the Platform and any other system, application, program or software. "Documentation" means the documentation produced by the Provider and [supplied / made available on the Platform] to the Customer specifying how the Platform should be used. “Personal Information” has the meaning given to it in the Personal Information Protection and Electronic Documents Act 2000 "Permitted Purpose" means to create and maintain a website or menu powered by the DishGo platform; “Platform” means the software platform known as DishGo that is owned and operated by the Provider, and that will be made available to the Client as a service via the internet under this Agreement; "Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer. “Term” means the term of this Agreement; and “Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
2. Term 2.1 Unless otherwise agreed to in writing by the Provider, the Platform is to be made available on a pay-as-you basis and charged as per the elected subscription term, either on an annual or monthly basis. Subscriptions will renew automatically based on the subscription cycle. If you do not provide a credit card or other payment information before the expiration date of your trial period, your account will be automatically suspended until such a payment has been authorized.
3. The Platform 3.1 The Platform will automatically generate an account for the Customer promptly following the Effective Date, enabling the Customer to access the Platform.] 3.2 Subject to the limitations set out in Clause [3.3] and the prohibitions set out in Clause [3.4], the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term. 3.3 The licence granted by the Provider to the Customer under Clause [3.2] is subject to the following limitations: [(a) the Platform may only be used by the named users identified in the sign-up process, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;] 3.4 The Customer must not use the Platform: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 3.5 The customer agrees that all technology used in conjunction with the Platform is wholly-owned by the Provider, including but not limited to source-code, design templates, menu and website editing tools etc, and considered intellectual property which cannot be copied, reused or duplicated in anyway.
4. Support Services and Upgrades 4.1 The Provider will offer a level of support that is to be expected by the customer in the form of a help-line and email support. The customer will allow for a period of 24 hours in order to receive a response from the Provider. 4.2 The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
5. Customer Materials 5.1 The Customer is legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Platform. The Provider is not responsible for your Content. You hereby grant the Provider a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly.
6. Trial period The first 14 days of the Term shall be a trial period, during which the Customer will receive a temporary DishGo domain on which to view their website or menu. During the trial period all of the provisions of this Agreement shall apply, save as follows: (a) the Customer shall have no obligation to pay [the Charges] in respect of the trial period; (b) either party may terminate the Agreement immediately by giving written notice to the other party at any time before the end of the trial period (in which case no liability to pay any Charges in respect of Platform access or Support Services will arise.
7. Charges 7.1 The Customer agrees to pay an initial set-up free of $299, payable in lump sum via the Platforms billing function. The set-up fee can be waived: (a) by written approval from the Provider. OR (b) by agreeing to pay the full annual subscription, set out in Clause [7.2], initially as a lump sum payment. 7.2 The Customer agrees to pay a Platform subscription fee of $59.00 per month or $610.00 per annum.
8. Warranties 8.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under this Agreement. 8.2 The Provider warrants and represents to the Customer: (a) that it has the legal right and authority to enter into and perform its obligations under this Agreement; (b) that it will perform its obligations under this Agreement with reasonable care and skill; (c) that the Platform [will operate without Defects and] will perform [substantially] in accordance with the Documentation (subject to any Upgrades); (d) that the Platform will be hosted in accordance generally accepted requirements, and will be available to the Customer in accordance with its uptime commitments; (e) the Platform (excluding for the avoidance of doubt the Customer Materials) will not: (i) breach any laws, statutes, regulations or legally-binding codes; (ii) infringe any person's Intellectual Property Rights or other legal rights; or (iii) give rise to any cause of action against the Provider or the Customer or any third party, in each case [in any jurisdiction and under any applicable law / in Canada and under Canadian law]; and] 8.3 The Customer acknowledges that: (a) complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs; (b) the Provider does not warrant or represent that the Platform will be compatible with any 3rd party applications or software and (c) the Provider will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.]
9. Indemnification You agree to indemnify and hold harmless DishGo and its owners from any liability, loss or damages incurred by or made against you.
10. Limitations and exclusions of liability WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE.
13. Termination (a) Services may be terminated by us, without cause, at any time. (b) Services may be terminated by you, without cause, by following the cancellation procedures in the DishGo website manager, or by email to a DishGo support address. (c) DishGo may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services. (d) Notice of termination of Services by DishGo may be sent to the contact e-mail associated with your account. Upon termination, DishGo has the right to delete all data, files, or other information that is stored in your account.
14. Effects of termination 14.1 Upon termination of this Agreement, all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 7.5, 9, 10, 12 and 14].
The parties have indicated their acceptance of this Agreement by signing up for the DishGo Platform.
If you have any questions about this Agreement, please contact us.