Terms and Conditions

Last Updated: July 24, 2024

IMPORTANT, READ CAREFULLY:

THIS AGREEMENT IS BETWEEN SIA ASYA, A COMPANY REGISTERED IN LATVIA UNDER THE REGISTRY CODE: 40203171916, REGISTERED ADDRESS: DĀRZU STREET 6, VENTSPILS, LATVIA, LV-3601 (“ELDIGEN”) AND THE CLIENT OF ELDIGEN SERVICES (THE “CLIENT”). TO THE EXTENT THERE IS A CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND ANY ORDERS, CONFIRMATIONS ISSUED BY ELDIGEN, ANY ADDENDUMS AND/OR AMENDMENTS THE CLIENT HAS AGREED TO WHILE USING ELDIGEN SERVICES, THE TERMS OF CONTRACTS, ORDERS, CONFIRMATIONS, ADDENDUMS, AND/OR AMENDMENTS WILL GOVERN.

THESE TERMS AND CONDITIONS, ELDIGEN PRIVACY POLICY, AN EXECUTED ORDER FOR SERVICES, CONFIRMATION ISSUED IN A MANNER CHOSEN BY ELDIGEN, CONTRACTS, ADDENDUMS, AND/OR AMENDMENTS THE CLIENT HAS AGREED TO WHILE USING ELDIGEN SERVICES AND ANY OTHER DOCUMENTATION OR AGREEMENTS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY “AGREEMENT”), CONTAIN THE TERMS AND CONDITIONS THAT GOVERN ACCESS TO AND USE OF SERVICES PROVIDED BY ELDIGEN.

VALIDITY OF SUBSCRIPTION, USE OF, AND ACCESS TO THE SERVICE (AND ASSOCIATED SOFTWARE) (COLLECTIVELY, THE “SERVICE”) OF ELDIGEN ARE CONDITIONED UPON COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS.

IT IS THE CLIENT'S RESPONSIBILITY TO REVIEW THESE TERMS AND CONDITIONS THOROUGHLY BEFORE ACCEPTING.

BY CLICKING THE “I AGREE” BUTTON/BOX, ACCESSING THE ELDIGEN WEBSITE, OR BY UTILIZING THE ELDIGEN SERVICE THE CLIENT AGREES TO BE BOUND BY THE AGREEMENT AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES. THE ELDIGEN SERVICE IS NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

THE SERVICE

Only parties that have been granted access to the Service by Eldigen shall be eligible to use the Service. Experience and means of granting/receiving access to the Service may vary.

By paying the Fees and subject to compliance with the terms and conditions outlined in this Agreement, the Customer shall be entitled to access the Services elected in each Order for the Term (as further defined below). Eldigen may make changes to the Service by providing notice to the Customer of such changes provided that no changes materially diminish the use of the Services.

After receiving access, the Customer or Eldigen on the Customer’s behalf will be able to add end-user accounts (“Permitted Users“) and to control or manage certain features of the Service. Permitted Users’ access to the Service may be limited. The Customer is responsible for actions taken by Permitted Users or by anyone using the Customer’s accounts. Sharing passwords with third parties can result in the cancellation of a subscription without prior warning.

DATA SECURITY

Eldigen maintains reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to the Content, in accordance with industry standards. Eldigen will notify the Customer if Eldigen becomes aware of unauthorized access to Content. Eldigen will not access, view, or process the Content except (a) as provided for in this Agreement and in Eldigen’s Privacy Policy (“Privacy Policy”); (b) as authorized or instructed by the Customer, (c) as required to perform Eldigen’s obligations under this Agreement; or (d) as required by applicable law. Eldigen has no other obligations with respect to the Content.

UNDERTAKINGS

The Customer assumes full responsibility for the Customer’s and Permitted Users’ use of the Service in accordance with this Agreement. It is the Customer's responsibility to follow, and ensure all Permitted Users follow, any applicable local, state, federal, national, and international laws, regulations, and treaties. The Customer warrants that the Customer has obtained all rights to the Content (and any information within the Content) to authorize Eldigen to input, store, process, transfer, analyze the Content and use it for research and development purposes in accordance with this Agreement and Eldigen’s Privacy Policy.

The Customer ensures that the Customer and all Permitted Users will not use the Service or Content for any use or purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism, or any similar offense; (ii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property rights, moral rights, or right of publicity); (iii) is in violation or may encourage any manner of acting that would violate any applicable local, state, national, and foreign laws, treaties, and regulations; or (iv) may drive or encourage any third party to do any of the above.

The Customer ensures that the Customer and Permitted Users will not: (i) use the Service for non-business calls or abuse the Service; (ii) resell, transfer, grant third-parties permission to use the Service, pledge, lease, rent, or share any rights under this Agreement (including without limitation to any of the Customer’s affiliates, unless expressly allowed by Eldigen); (iii) modify, remove or amend Eldigen’s name or logo, update, reproduce, duplicate, copy all or any part of the Service; (iv) make any of the Service or Content available to anyone other than the Customer’s employees and consultants for use for the Customer’s benefit as intended pursuant to this Agreement, or use any Service or Content for the benefit of anyone other than the Customer; (v) use the Service in any way that restricts or inhibits the use of the Service; (vi) access or attempt to access any of Eldigen's systems, programs or data that are not made available to the Customer or for public use, or attempt to bypass any registration processes on the Service or any of the Service’s security and traffic management devices; or (vii) attempt to decompile, disassemble, re-engineer or reverse engineer the Service or otherwise create or attempt to create or permit, allow, or assist others to extract the source code of the Service, its structural framework, or allow or facilitate a third party to violate or infringe any rights of Eldigen or others or Eldigen’s policies or the operational or security mechanisms of the Service.

When using the Service in conjunction with other third-party services, the Customer shall comply with the terms of service of such third-party services. Eldigen shall not be liable for any termination, breach of terms, or suspension of service resulting from the Customer’s use of the Service.

The Customer and Permitted User may not access or use the Service if the Customer/Permitted User is or directly or indirectly represents a direct competitor of Eldigen, or for monitoring the Service’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

SUBSCRIPTION FEES

In consideration for the right to use the Service under the terms herein, the Customer will pay subscription fees (the “Subscription Fees”) if a paid subscription is required by Eldigen to access the Service. The Customer agrees that in the event Eldigen is unable to collect the Subscription Fees owed to Eldigen for the Service, Eldigen may take any other steps it deems necessary to collect such fees from the Customer and that the Customer will be responsible for all costs and expenses incurred by Eldigen in connection with such collection activity, including collection fees, court costs, and attorneys’ fees.

Eldigen reserves the right to modify the price for any Subscriptions, including recurring subscription fees and the Pre-Paid Period (for periods not yet paid), from time to time and will communicate any price changes to the Customer in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, the Customer accepts the new price by continuing to use the Service after the price change takes effect. If the Customer does not agree with a price change, the Customer has the right to reject the change by unsubscribing from the Subscription prior to the price change going into effect.

PROPRIETARY RIGHTS; SUBMISSIONS

The Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information ("Submissions") provided by the Customer to Eldigen are non-confidential and shall become Eldigen’s sole property. Eldigen shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the Customer. The Customer hereby waives all his/her rights to any such Submissions and hereby warrants that any such Submissions are original with the Customer or that he/she has the right to submit such Submissions. The Customer agrees there shall be no recourse against Eldigen for any alleged or actual infringement or misappropriation of any proprietary right in the Customer’s Submissions.

The Customer agrees that Eldigen shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer, including the Permitted Users, relating to the Service.

TERM AND TERMINATION

This Agreement shall remain in effect until terminated by either party as set forth herein. The Customer may terminate this Agreement at any time upon notice to Eldigen, but the Customer will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Services or subscription fees.

Eldigen may terminate this Agreement and the Customer’s access to the Service (i) at any time upon notice to the Customer, if the Customer commits a material breach of any term of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice of the breach if such breach is capable of being remedied; (ii) immediately upon notice if the Customer commits a material breach that is incapable of being remedied (which includes a breach of Eldigen’s proprietary rights); or (iii) immediately upon notice if the Customer fails to pay the Subscription Fees.

Upon termination of this Agreement for any reason, the Customer’s right to access and use the Service shall automatically terminate, and the Customer shall immediately cease all use of the Service. Upon termination of this Agreement, the Customer shall not be entitled to any refunds, reimbursements, or other amounts for any use of the Service prior to termination.

Upon termination of this Agreement, the Customer will have thirty (30) days to request access to the Service solely to retrieve Customer Content. After the thirty (30) day period, Eldigen will delete the Customer Content.

INDEMNIFICATION

The Customer agrees to defend, indemnify, and hold Eldigen harmless from and against any and all losses, claims, damages, liabilities, and costs, including reasonable attorneys’ fees, arising out of or relating to (i) the Customer’s use of the Service, (ii) the Customer’s breach of this Agreement, (iii) the Customer’s Submissions, (iv) the Customer’s violation of any applicable law or the rights of another person or entity, and (v) the Customer’s negligent acts or omissions.

WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED "AS IS" AND ELDIGEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELDIGEN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. ELDIGEN IS NOT RESPONSIBLE FOR THE CONTENT OR INFORMATION PROVIDED BY THE CUSTOMER OR ANY THIRD PARTIES, OR FOR THE FAILURE OF ANY THIRD PARTY TO COMPLY WITH THEIR OBLIGATIONS.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELDIGEN BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THE CUSTOMER’S ACCESS TO OR USE OF, OR THE CUSTOMER’S INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ELDIGEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELDIGEN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY THE CUSTOMER TO ELDIGEN UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Latvia, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Latvia to resolve any dispute arising out of this Agreement.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, with respect to such subject matter. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The Customer may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Eldigen’s prior written consent. Any attempt by the Customer to assign or transfer this Agreement, without such consent, will be null and of no effect. Eldigen may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

If you have any questions or concerns regarding these Terms and conditions, please contact us at: policies@eldigen.com.