Terms and Conditions

Terms of Service

Digitalab, Inc. (“Digitalab”) grants you (“Customer”) a worldwide, non-exclusive, non-transferable, non-perpetual, non-sublicensable license to use subscription services, services, and technologies as provided by Digitalab (“Content”) according to the terms of this Subscription License Agreement (“Agreement”).

This Agreement will be subject to one or more written and separate quotes, sales orders, service orders, purchase orders, etc. (collectively, “Order”) as provided by Digitalab to Customer. If any legal or pricing terms in the Order differ from those in this Agreement, the Order’s terms will take precedence. The parties agree to the following terms:

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Subscription Term and Fees

• Subscription Term: The length and details of the subscription term (“Subscription Term”) and the corresponding subscription fees (“Subscription Fees”) will be defined in the Order.

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Customer’s Responsibilities

Customer agrees to the following responsibilities, and violation of any of these may result in suspension or termination of service at Digitalab’s discretion:

• Unauthorized Use: Prevent unauthorized or unlicensed access to the platform, technologies, or services.

• Reverse Engineering: Do not reverse engineer or attempt to gain unauthorized access to any part of Digitalab’s technology.

• Interference: Do not interfere with Digitalab’s delivery of its services to other customers.

• Legal Compliance: Use the Content in compliance with all applicable laws and regulations.
   

Intellectual Property Rights

• Ownership of Content: Customer retains ownership of the Content created explicitly for them.

• Technology Rights: Customer has no ownership over the technologies used by Digitalab to deliver the Content.

• Trademarks: All trademarks used in the services or Content belong to their respective owners. No rights to these trademarks are conferred to the Customer beyond what is provided within the Content.

Automatic Renewal

Unless Customer provides at least thirty (30) days' notice before the end of the current term, the subscription will automatically renew for the same duration.

Payment Terms and Taxes

• Payment: Customer must pay subscription fees by credit card or ACH.

• Pre-Payment: Subscription fees must be prepaid before the start of each term.

• Billing Cycle and Overages: Fees are billed 30 days before renewal, and any overages are charged the following month.

• Disputes: Disputes must be submitted in writing within 30 days of the due date. Payment is still required while disputes are resolved.

• Suspension and Termination for Non-Payment: Digitalab may suspend or terminate access if payments are not made.
   

Compliance

Digitalab is compliant with any and all requests to unsubscribe from any marketing materials, emails or text messages.
 

Warranties and Liability

• No Warranties: Digitalab disclaims all express or implied warranties, including merchantability and fitness for a particular purpose.

• No Guarantees: Digitalab does not guarantee the effectiveness of the Content for the Customer’s business.

• Limited Liability: Digitalab is not liable for damages resulting from use or inability to use the Content, including lost revenue or opportunities. Liability is limited to the amounts paid by Customer in the month preceding the event giving rise to the claim.
   

Indemnification

Digitalab will indemnify Customer against third-party claims related to copyright infringement by the provided Content. However, the indemnity is limited to the amount paid by the Customer under this Agreement.
 

Support and Service Availability

• Plagiarism Screening: Content will be screened for plagiarism prior to delivery. If plagiarism is detected, Digitalab will rewrite the content at no additional cost.

• Service Availability: Digitalab will make reasonable efforts to ensure the platform is accessible 24/7, with exceptions for scheduled maintenance and events outside its control.

• Support: Support is provided Monday through Friday, 9 AM to 5 PM PST, excluding U.S. holidays.
   

Price Increases

Digitalab reserves the right to increase subscription fees with 30 days’ notice. If the Customer disagrees with the new fees, they may terminate the Agreement.
 

Termination

• By Customer: Customer may terminate the Agreement with written notice before renewal or during the notice period for a price increase.

• By Digitalab: Digitalab may terminate the Agreement immediately if the Customer breaches its terms or for convenience with five (5) days' notice.

• Effect of Termination: Upon termination, access to Content ends. It is the Customer’s responsibility to download their content before termination.
   

Anti-Solicitation

For 18 months after termination, the Customer may not solicit or hire Digitalab employees. Breaches will result in liquidated damages equal to 100% of the employee’s first-year compensation.
 

Publicity

Customer grants Digitalab the right to display their logo or trade name in marketing materials.
 

Notices

All notices related to this Agreement will be provided in writing via standard mail or email.
 

Miscellaneous Terms

• No Partnership or Joint Venture: This Agreement does not create any legal relationship beyond the terms specified herein.

• Invalidity of Provisions: If any provision is deemed invalid, the rest of the Agreement remains in effect.

• Choice of Law: The laws of Los Angeles County and the State of California will govern the Agreement.

• Arbitration: Disputes will be resolved through arbitration in Los Angeles, CA.

• Force Majeure: Digitalab is excused from obligations if prevented by events outside its control.

• Waiver: Failure to enforce any part of this Agreement does not constitute a waiver of future enforcement.

• Assignment: Customer may not assign the Agreement without Digitalab’s written consent.

• Ownership Transfer: If Digitalab is acquired, this Agreement remains in effect.

• Modification: Changes to the Agreement require written consent from both parties.

• Headings: Headings are for convenience only and do not affect the Agreement’s interpretation.

• Entire Agreement: This Agreement and any corresponding Order represent the entire agreement between the parties.
   

Digital Signature

By using Digitalab’s services, the Customer agrees to these terms and waives any requirement for a physical signature.