IIIF Cloud Services Subscription Service Terms and Conditions

• Service: Refers to the subscription-based software and services provided by Digirati, including any updates or modifications.
• Deliverables: Any materials or software components made available as part of the Service.
• Supported Software: Software components supported by Digirati as part of the subscription.
• Documentation: Any user manuals, guides, or other instructional content provided to support the use of the Service.

Digirati offers various subscription plans, at different price points, with different sets of available features and functionality.

You may change your plan by contacting us at iiifcs-support@digirati.com

Details of the current subscription plans, features, and pricing can be found on our website at https://iiif-cloud.digirati.com/pricing

• Billing Cycle: Your subscription will be billed on a recurring basis, either monthly or annually, depending on your selected plan.
• Payment Methods: Digirati accept a number of payment methods including debit/credit card and bank transfer payments. By subscribing, you authorise Digirati to charge your payment method for the fees due for the subscription period.
• Price Changes: We may change the price of the subscription plans from time to time. We will provide notice before any price changes take effect, and you will have the opportunity to cancel your subscription if you do not agree with the new price.
• Taxes: All fees quoted are exclusive of applicable taxes.

• Cancellation: You may cancel your subscription at any time by contacting Digirati. Cancellation will take effect at the end of the current subscription term.
• Refunds: Subscription fees are non-refundable, except where required by UK law (such as under the Consumer Rights Act 2015). You will retain access to the Service until the end of the subscription term.

• Initial Negotiation: Attempt to resolve the dispute through informal negotiations, initiated within 30 days of the notice of dispute.
• Mediation: If informal negotiations fail, the parties agree to submit to mediation, with a mediator mutually agreed upon, before proceeding to court.
• Arbitration: Should mediation not resolve the dispute, either party may request arbitration as a final, binding resolution, subject to the rules of the Chartered Institute of Arbitrators (CIArb).

• Subscriber's Indemnification Responsibilities
  The Subscriber agrees to indemnify and hold Digirati harmless from any claims, damages, losses, or expenses resulting from:
  • Misuse or unauthorised use of the Service.
  • Violation of applicable laws or regulations by the Subscriber.
  • Any third-party claims arising from the content uploaded by the Subscriber, including but not limited to intellectual property infringement, defamation, privacy violations, or illegal activities.
• Digirati’s Indemnification Responsibilities
  Digirati agrees to indemnify and hold the Subscriber harmless from any claims, damages, losses, or expenses resulting from:
  • A third-party claim that the Service infringes on their intellectual property rights.
  • Any issues or breaches directly attributable to Digirati’s negligence or failure to fulfill its obligations under these Terms.
• Exclusions from Indemnification
  Neither Party shall be required to indemnify the other for claims arising from gross negligence, willful misconduct, or intentional violations of these Terms.
• Indemnification Process
  The Party seeking indemnification must promptly notify the indemnifying Party of any potential claim and provide reasonable assistance in defending such claims. The indemnifying Party shall have the right to control the defence and settlement of the claim, subject to the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld.

• Open-Source Software is distributed or made available under the terms of the open-source licence agreements referenced in the applicable distribution or the applicable help, notices, about or source files
• Open-source components are provided “as is,” with no warranties of any kind, unless otherwise stated in the applicable open-source licences.

• Proprietary Software: The proprietary elements of the Service (if any) are owned by or licensed to Digirati, and all intellectual property rights in these elements are protected under applicable laws. Where applicable, any existing rights holders retain copyright ownership of proprietary components that are integrated into the Service under licence to Digirati.
• Open Source: All rights, titles, and interests in open-source components are governed by their respective open-source licences, with copyright and other rights remaining with their original rights holders. These licences outline the permitted uses, modifications, and distribution terms for each open-source component.

Subject to your compliance with these Terms and any applicable subscription plan, Digirati grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service, including the open-source components, during the term of your subscription.

You agree that your purchase of the Service is not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by us regarding future functionality or features.

• Reverse Engineering and Distribution: You shall not reverse-engineer, decompile, disassemble, or attempt to derive the source code, if any, for the Deliverables or the Supported Software, in whole or in part, except to the extent that such activities are permitted under applicable law. You also agree not to distribute, license, sublicense, or otherwise transfer the Deliverables or Supported elements to any third party.
• Proprietary Rights Notices: You shall not remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Digirati or its suppliers contained on or within any copies of the Deliverables or the Supported Software.
• Competing Products or Services: You agree not to use the Subscription Services, or the Supported Software for the purpose of creating a product or service competitive with Digirati’s products and services.
• Unlawful Use: You shall not use the Deliverables or the Supported Software for any unlawful purpose, or in any way other than as described in the Documentation provided therewith.
• Security and Access: You shall not probe, scan, or test the vulnerability of any system or network related to the Service unless you do so in conjunction with Digirati. Additionally, you shall not breach or circumvent any security or authentication measures.
• Unauthorised Access and Interference: You agree not to access, tamper with, or use non-public areas or parts of the Services, or any shared areas that you have not been invited to. You also agree not to interfere with or disrupt any user, host, or network; such as by sending viruses, overloading, flooding, spamming, or mail-bombing any part of the Services.
• Unsolicited Communications: You shall not send unsolicited communications, promotions, advertisements, or spam. You also agree not to send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing."
• Illegal Content: You shall not publish, share, or store materials that constitute child sexually exploitative material, unlawful pornography, or content promoting extreme acts of violence or terrorist activity. Additionally, you are prohibited from publishing, sharing, or storing content that advocates bigotry, hatred, or the incitement of violence based on race, religion, ethnicity, national origin, sex, gender identity, sexual orientation, disability, or other marginalised characteristics.
• Harassment and Abuse: Harassment or abuse of Digirati personnel, representatives, or agents performing services on behalf of Digirati is strictly prohibited.
• Intellectual Property and Privacy Violations: You agree not to violate intellectual property rights, publish fraudulent or defamatory material, or infringe on the privacy or rights of others. This includes publishing, sharing, or storing confidential or identifying information without authorisation for the purpose of harassing, exposing, harming, or exploiting others.
• Cloud Services and Fraud: You shall not use the Services to back up, or as infrastructure for, your own cloud services, nor use the storage space for cryptographic proof-of-space or similar systems. Additionally, engaging in any type of payment fraud, including unauthorised use of credit cards or illegitimate chargebacks, is prohibited.
• Prohibited Sales: Selling the Services, unless specifically authorised, or purchasing the Services from unauthorised sellers is strictly prohibited.

• No Warranty: To the maximum extent permitted by UK law, the Service is provided “as is” and “as available.” Digirati disclaims any warranties, express or implied, including but not limited to fitness for a particular purpose, and non-infringement.
• Open-Source Disclaimer: Any open-source software included in the Service is provided without warranties or conditions of any kind, express or implied, by the original authors.

• General Limitation: To the fullest extent permitted by law Digirati shall not be liable for any indirect, incidental, special, or consequential damages arising from or related to your use of the Service, even if Digirati has been advised of the possibility of such damages.
• Total Liability: In no event shall Digirati’s aggregate liability exceed the total fees paid by you during the twelve (12) months prior to the event giving rise to the claim.

Digirati shall not be liable for any failure to perform its obligations under these Terms if such failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, government actions, civil disturbances, natural disasters, or any other events of force majeure.

If a force majeure event continues for more than 60 days, either party may terminate the agreement, and Digirati will refund any prepaid fees for the unused portion of the subscription term.

• By You: You may terminate your subscription at any time by cancelling your account.
• By Us: We reserve the right to suspend or terminate your access to the Service if you breach these Terms or if your payment method fails.
• Effect of Termination: You will no longer have access to the service from the end of your current subscription term.

Digirati is committed to protecting the confidentiality, integrity, and availability of customer data held within our subscription service. We will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect customer data from unauthorised access, disclosure, alteration, or destruction. These measures include but are not limited to data encryption, access controls, regular security audits, and adherence to applicable data protection regulations.

Digirati will notify you promptly of any unauthorised access or data breach affecting your data, along with details of corrective actions taken.

Any personal data will be processed in accordance with our Privacy Policy, which complies with the UK GDPR. You can view our Privacy Policy at https://digirati.com/privacy-policy

• Data Controller and Processor Roles: The Subscriber is the Data Controller, and Digirati acts as the Data Processor, adhering to the UK GDPR and applicable data protection laws.
• Sub-processors: Digirati may engage Sub-processors to assist in processing personal data. However, Digirati must notify the Subscriber of any intended changes to its Sub-processors, giving the Subscriber the opportunity to object. Digirati will ensure that any Sub-processors are bound by written agreements imposing obligations that are substantially similar to those set forth in this agreement, particularly concerning data protection and security.
• Data Access and Retention: Digirati will only process personal data as necessary for service delivery, restricting access to authorised personnel. Upon termination, Digirati will delete personal data after the 30-day access period unless required to retain it by law.
• Data Breach Notification: Digirati will promptly inform the Subscriber of any unauthorised access, loss, or destruction of personal data and take necessary remedial actions.

• Storage Capacity: Digirati allocates storage based on your subscription plan. Exceeding the allocated capacity may incur additional charges, as outlined on our website.
• Backup and Recovery: Digirati performs regular backups of customer data to minimise data loss. However, the Subscriber is responsible for maintaining their own backup for critical data.
• Data Retention: Digirati retains data only for the duration of the subscription term. Upon termination, data will be accessible for a 30-day grace period for retrieval from the end of your current subscription term. After this period, Digirati will securely delete the data unless otherwise required by law (Clause 21 Refers).

• Email: contracts@digirati.com

We may modify these Terms from time to time. If we make material changes to our Agreement (including this Agreement), we will notify you by email or by posting a notice on our website. Such changes will become effective on the date we publish the changes or as set forth in any notice we may provide about the changes. Your continued use of the Service following such notice constitutes your acceptance of the updated Terms.

Digirati Limited
The Hub, 70 Pacific Quay
Glasgow G51 1EA