Acceptance and Modifications
Before you register with Digesto, you must read and agree to this End User License Agreement ("EULA").
By using the Digesto services (the "Service", as more fully defined below), you agree to be bound by the EULA without any reservations, modifications, additions or deletions. and you agree that it is enforceable as if it were a written negotiated agreement signed by Solutions Perkuto Inc., dba MERGE Inc. ("MERGE", "we," "our," or "us") and you. If you are an individual using the Service on behalf of a corporation or other registered organization (“Legal Entity”), you represent and warrant that you have the capacity and authority to enter into the EULA on behalf of the Legal Entity, and hereby agree to be bound by the terms of the EULA on behalf of that Legal Entity.
The terms and conditions in this EULA supersede and replace any and all previous versions of this EULA, and any and all other agreements, proposals, and communications between you and MERGE related to the products and services identified herein. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the EULA. Continued use of the Service after any such changes shall constitute your consent to such changes.
MERGE reserves the right, at any time and without prior notice, to modify or replace any of the EULA. Any changes to the EULA can be found at this URL. It is your responsibility to check the EULA periodically for changes. Your use of the Service following the posting of any changes to the EULA constitutes acceptance of those changes. If there are any significant changes to the EULA that materially affect your relationship with MERGE, you will be notified upon logging in to the Service or via email.
Digesto is a web-based blog content distribution service based on Marketo platform (the "Service"). Your use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis. The Service is available in several variations – Startup, Growth, and Publisher – any of which may be referred to in this EULA or related documentation as the Service.
You must be at least eighteen (18) years of age or the age of majority in your jurisdiction to use the Service. You must provide your current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. MERGE reserves the right to refuse access to the Service to anyone at any time without notice for any reason.
You agree that you will use the Service in compliance with all applicable local, provincial, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by MERGE; use the Service for any fraudulent or inappropriate purpose; resell, duplicate, reproduce or exploit any part of the Service without the express written permission of MERGE; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Violation of any of the foregoing may result in immediate termination of this EULA, and may subject you to provincial, state and / or federal penalties and other legal consequences.
MERGE reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.
We may regularly update the Service with new features, bug fixes etc. As needed, users will provide feedback and suggestions for the Service (“Feedback”), which we may (or may not) implement . MERGE shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to MERGE and waive in favor of MERGE, its successors and assigns all your moral rights in the Feedback, and agree to provide MERGE such assistance as MERGE may require to document, perfect, and maintain MERGE’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to MERGE, you are not entitled to any compensation or reimbursement of any kind from MERGE under any circumstances.
You acknowledge that MERGE owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by Canadian, U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. MERGE claims no intellectual property rights over the material you provide to the Service.
In order to use the Service, you are required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions as outlined elsewhere in this EULA. The information required to create an account is the following: first and last names, company, and a valid email address.
Your use of the Service shall begin with a free trial. The free trial period lasts for 14 days, or as otherwise specified during sign-up. Free trials are for new users only. MERGE reserves the right, in its absolute discretion, to determine your free trial eligibility. During your free trial or at its expiry, you will be invited to sign up for a Subscription, as more fully described in the next section of this EULA.
Once your free trial has terminated, you must provide us with a current, valid, accepted method of payment (as may be updated from time to time, "Payment Method") and related information such as billing address to use the Service. Once you have submitted this Payment Method information (which may be referred to as “Billing Information”) and the payment is accepted, you can be said to have a “Subscription” to the Services. Your Subscription will continue month-to-month or year-to-year unless and until you cancel your Subscription or we terminate it, as more fully described further in this EULA.
Payment of the “Subscription Fee” grants you a personal, worldwide, revocable, non-exclusive, royalty-free, non-transferable “License” to use the Service, for the “Subscription Period”, which shall be a calendar month or calendar year depending on the option chosen. You thus may be said to have a “Monthly Subscription” or “Annual Subscription”.
Prices of Subscription Fees
All prices of Subscription Fees are listed on the pricing page and are firm and in U.S. dollars, and do not include taxes which shall be added upon checkout.
MERGE reserves the right to change the Subscription Fees upon 15 days notice from us. However, any existing Subscriptions will remain at the existing price until the expiry of the Subscription Period.
Payment Methods and Payment Processing
By starting your Subscription and providing or designating a Payment Method, you authorize us to charge you the Subscription Fee and any other charges you may incur in connection with your use of the Service to your Payment Method.
Automatic Subscription Renewal
Monthly Subscription: For Monthly Subscriptions, the Subscription Period will be one calendar month and will automatically renew unless you cancel your Monthly Subscription in accordance with this EULA at least three (3) business days prior to the renewal date. You will be billed monthly for the Monthly Subscription on or about the same day each month until such time that you cancel your Monthly Subscription. Because there is no annual contract, your rate is subject to changes as described in the Prices of Subscription Fees section above.
Annual Subscription: For Annual Subscriptions, the Subscription Period will be one calendar year and will automatically renew unless you cancel your Annual Subscription in accordance with this EULA at least three (3) business days prior to the renewal date. You will be notified of your upcoming renewal 30 days before the renewal date. You will be billed yearly for the Annual Subscription on or about the same day each year until such time that you cancel your Annual Subscription.
Upgrades, downgrades and prorated credits\charges
You may upgrade or downgrade your Subscription from one level of Service to another at any time. Prorated charges and credits will apply immediately based on the number of days and costs of the Subscriptions.
Late or missed payments
If a payment fails, Digesto will retry to process the payment over a period of 14 days. MERGE shall also contact you to inform you your payment has been refused. After 14 days, if the payment is not processed your Subscription shall automatically be considered as cancelled.
Right to suspend overdue accounts
MERGE reserves its right to suspend overdue accounts at any time without prior notice.
Additional Terms - Guarantee
The Digesto Satisfaction Guarantee forms part of this EULA, and is incorporated herein by reference as if recited at length.
You are solely responsible for the proper cancellation of your account and Subscription. You may terminate your Subscription at any time during its Subscription Period. However, you must pay any amount due and owing before the termination is effective. You may cancel your Subscription at any time by contacting firstname.lastname@example.org, or by visiting your Account Page when logged into the Service. There will be no refund if you cancel the Service before the end of your current Subscription Period. There is no cancellation fee. Cancellation is immediate. MERGE may at any time and for any reason terminate the Service, terminate this EULA, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. This EULA will remain in effect until expiration, termination or renewal of your Subscription, whichever is earliest. Certain clauses of this EULA, depending on the nature of clause, including but not limited to Intellectual Property Rights and Indemnification, shall survive termination of this EULA.
MERGE does not warrant that: (i) the Service will meet your requirements or expectations, (ii) the Service will not be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (iii) bugs or errors will be corrected, (iv) the scheduler is accurate. The Service are provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that MERGE shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MERGE has been advised of the possibility of such damages), resulting from your usage of the Service.
You agree to hold harmless and indemnify MERGE, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney's' fees, of every kind and nature. In such a case, MERGE will provide you with written notice of such claim, suit or action.
This EULA, and your use of the Service shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and MERGE shall be brought exclusively in the courts located in Montreal, Quebec, Canada. Notwithstanding the foregoing, MERGE shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.
The failure of MERGE to exercise or enforce any right or provision of the EULA shall not constitute a waiver of such right or provision. The EULA (and any other agreements or documents incorporated by reference herein) constitutes the entire agreement between you and MERGE and govern your use of the Service, superseding any prior agreements between you and MERGE (including, but not limited to, any prior versions of the EULA).
MERGE shall not be liable for any failure to perform its obligations under this EULA where such failure results from any cause beyond MERGE’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
If any provision of the EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the EULA shall remain in full force and effect.
If you have any questions regarding this End User License Agreement or if you wish to discuss the terms and conditions contained herein please contact MERGE at email@example.com.