IIIF Cloud Services Subscription Service Terms and Conditions

• Service: Refers to the subscription-based software and services provided by Digirati, including any updates, enhancements, or modifications.
• Deliverables: Any materials, content, 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, tutorials, or other instructional content provided to support the use of the Service.
• Subscriber / You / Your: The individual or entity that subscribes to and uses the Service.
• Subscription Plan: The level or tier of access selected by the Subscriber, including its associated features, limits, and fees.
• Billing Cycle: The recurring period for which subscription fees are charged (e.g. monthly or annually).
• Merchant of Record (MoR): The third-party entity, currently Paddle.com Market Limited, is responsible for processing subscription payments, managing taxes, invoicing, and refunds.
• Paddle: Refers to Paddle.com Market Limited, the Merchant of Record for all subscription transactions processed through the Service.
• Open-Source Components: Software components included in the Service that are licensed under open-source licences.
• Confidential Information: Any non-public information disclosed by either party in connection with the Service, including business, technical, or financial information.
• Personal Data: Any information relating to an identified or identifiable individual, as defined under UK GDPR.
• Data Controller: The party that determines the purposes and means of processing personal data (the Subscriber).
• Data Processor: The party that processes personal data on behalf of the Data Controller (Digirati).
• Sub-processor: Any third-party engaged by Digirati to process personal data on its behalf.
• Termination: The end of the Subscriber’s access to the Service, whether by cancellation, expiration, or breach of these Terms.
• Force Majeure Event: Any event beyond the reasonable control of either party that prevents or delays performance, including natural disasters, war, government actions, or other unforeseen circumstances.

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, depending on your selected plan.
• Payment Methods: Digirati accepts a number of payment methods. By subscribing, you authorise Digirati to charge your payment method for the fees due for the subscription period.
• Payment Processing: All self service subscription payments are securely processed by our Merchant of Record, Paddle.com Market Limited (“Paddle”). Paddle handles billing, invoicing, taxes, compliance, and refunds. By subscribing, you agree to Paddle’s Buyer Terms https://www.paddle.com/legal/checkout-buyer-terms and Privacy Policy https://www.paddle.com/legal/privacy. Any billing inquiries or refund requests for Paddle-processed subscriptions must be directed to Paddle.
• 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 via the Paddle portal or by contacting Digirati. Cancellation takes effect at the end of the billing period, and you will retain access to the services until then.
• Refunds:
• Direct Billing: Subscription fees billed directly by Digirati are generally non-refundable, except as required by law.
• Paddle Billing: For subscriptions processed via Paddle, all refunds, including any cooling-off or statutory consumer rights, are handled exclusively by Paddle in accordance with their Buyer Terms https://www.paddle.com/legal/checkout-buyer-terms. Digirati does not process or approve refunds for Paddle transactions.
• Subscriber Acknowledgement: By subscribing through Paddle, you agree and accept their refund and cancellation policies. Refund requests for Paddle-processed subscriptions are subject to Paddle’s approval and internal conditions, including automatic approval limits. Approved refunds are issued to the original payment method and accompanied by a credit note PDF.

• 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.

All intellectual property in the Service is owned by or licensed to Digirati, which is fully responsible for ensuring proper use and licensing of all proprietary and open-source components.

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.

By subscribing to the Service, you acknowledge that it is your responsibility to properly administer your account. This includes, but is not limited to:

• Ensuring the security of your login credentials,
• Maintaining up-to-date account information, and
• Managing any permissions or settings associated with your account.

You agree to promptly notify Digirati of any unauthorised use or suspected breach of your account and to take all reasonable steps to prevent further unauthorised access. You are solely responsible for any activities that occur under your account, whether or not you authorised them.

• Reverse Engineering and Distribution: You may not try to copy, modify, reverse-engineer, decompile, or otherwise attempt to discover the source code of our Service, unless the law clearly allows you to do so. You also may not share, sell, sublicense, or transfer our Service to others without our permission.
• 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 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, including 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.

• 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.

• 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.
• 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.

Privacy Policy: 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.

Payment Data: Payment information (e.g., credit card details, billing address, tax identifiers) is collected and processed exclusively by Paddle as the Merchant of Record. Paddle acts as an independent data controller for this information. Their processing of payment data is governed by their Privacy Policy https://www.paddle.com/legal/privacy.

• 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. We will notify the Subscriber of any intended changes, giving the Subscriber the opportunity to object. Any Sub-processors are bound by written agreements imposing obligations substantially similar to those set out in this agreement.
• Data Access and Retention: Digirati processes personal data only as necessary for service delivery and restricts access to authorised personnel. Upon termination, Digirati will delete personal data after the 30-day access period unless retention is required 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.
• Exclusion of Paddle as Merchant of Record: For subscription billing and payment processing, Paddle acts as an independent data controller with respect to billing information (including payment details, billing address, tax identifiers, and related financial data). Paddle’s processing of such data is governed by their Privacy Policy https://www.paddle.com/legal/privacy and Buyer Terms https://www.paddle.com/legal/checkout-buyer-terms and is not subject to this Data Processing Agreement.
• Subscriber Acknowledgement: By subscribing through Paddle, you acknowledge and accept that all payment-related data is processed by Paddle under their terms, and that Digirati has no control or responsibility over Paddle’s processing of this data.

Paddle as Merchant of Record: Digirati uses Paddle.com as its Merchant of Record (MoR) for all self-service subscription transactions processed through the Service. As MoR, Paddle is the legal seller to you (“Subscriber”) for billing purposes. Paddle manages payment processing, invoicing, taxes (e.g. VAT), compliance with payment regulations, chargebacks, and refunds. Paddle appears on your credit card or bank statements as the service provider.

Scope of Paddle’s Role:

• Paddle collects payments and issues receipts/invoices.
• Paddle determines, collects, and remits applicable taxes.
• Any billing inquiries, refund requests, or subscription cancellations must be directed to Paddle.

Subscription Management and Cancellation: Subscription renewals are handled by Paddle and will auto-renew unless cancelled via Paddle’s platform. Cancellation takes effect at the end of the current billing term. Paddle may provide a cooling-off or refund window per applicable consumer law (e.g. 14-day cancellation for consumers following digital purchase).

Relationship Between Digirati and Paddle: Digirati remains solely responsible for the provision, support, and terms of the Service. Paddle’s involvement is strictly limited to payment processing and related liabilities. Paddle does not affect licenses, indemnities, warranties, or data processing obligations under these Terms. Digirati does not store or process your payment card details; these are handled exclusively by Paddle.

Subscriber Acknowledgement: By subscribing through Paddle, you explicitly agree to Paddle’s Buyer Terms https://www.paddle.com/legal/checkout-buyer-terms and acknowledge that all payments processed through Paddle are subject to those terms.

Disclosures & Compliance: Subscribers will see Paddle’s name on billing statements. All rights, obligations, and liabilities for payments processed through Paddle are governed by Paddle’s Buyer Terms https://www.paddle.com/legal/checkout-buyer-terms and Privacy Policy https://www.paddle.com/legal/privacy.

• 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.

• 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. 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