DigiQuatics

Terms of Agreement

We are excited to work with you on centralizing and streamlining every aspect of your aquatics operations. This Agreement (“Agreement”) is made and entered into between and among Affektive Software LLC DBA DigiQuatics, hereafter referred to as “DigiQuatics,” “the Company,” or “We,” and CUSTOMER NAME, hereafter referred to as the “Customer,” “You” or “Your.”

The Company provides a subscription to software as a service to improve risk management, record-keeping, data integrity, and accountability for aquatics staff working at commercial swimming pools (known as the “Services”) that the Customer desires to purchase at this time. Please review the following which outlines the terms and conditions of the Company’s Services.

THEREFORE, the Company and the Customer hereby agree as follows:

  1. GENERAL USE TERMS:
    1. Upon purchase and execution of this Agreement, Customer will be provided with the Subscription as detailed on https://digiquatics.com/ (“the Site”) and in the Proposal provided previously (attached herein as Exhibit A).
    2. The scope of the Services provided by the Company pursuant to this Agreement shall be limited to the information contained herein and/or provided for on Company’s Website and the Proposal as part of Customer’s purchase.
    3. Customer will be provided with user login information for the selected number of employees (“Users”) as outlined in the Proposal.
    4. Customer Support via email, phone, and chat is unlimited, for more information and to contact see the Site.
    5. With your Agreement to these Terms, you consent to the collection, use and disclosure of information as described in this Agreement and our Privacy Policy (www.digiquatics.com/privacy) which is incorporated into and forms a part of this Agreement.
    6. The Customer maintains ownership of any data collected through the Customer’s use of the Services, including User and other relevant data, and will have the opportunity to export said data at any time. The Company may collect data which is anonymous and associated with Users of the Services and which includes, but is not limited to location, hardware, the browser used, and the date and time of use of the Services in full compliance with Privacy laws. In addition, on an aggregated and anonymous basis, this information and other data may be collected and will be utilized by the Company for research purposes only.
    7. Updates of Site or Services:
      1. You acknowledge and agree that the Site and Services are under continual development and may include updates. You further acknowledge and agree that You may be required to accept updates to the Site and/or Services from time to time in order to continue to access the Site and/or Services.
      2. You acknowledge and agree that the Company may update, modify, and/or discontinue any aspect of the Site and/or Services, by remotely installing updates or otherwise, without your consent or approval and with or without prior, or any, notice to you and that the Terms apply to those updates and modifications. We do not have any obligation to provide updates or modifications or to continue to provide particular Services.
      3. You acknowledge that it may be necessary for you to update or upgrade third party software, hardware and devices from time to time in order to continue to access and use the Site and/or Services. The Company reserves the right to modify or increase the system specifications necessary to access and use the Services at any time and without notice and you are responsible for purchasing any necessary additional technology, systems or services in order to continue to access and use the Site and/or Services in the event of any change in the system specifications. While the Company endeavors to perform updates without interruption of the Services, it is not always within our control to do so. Should Services be interrupted for more than twenty-four (24) hours, a partial credit will be given to Customer upon request.
  2. PAYMENT TERMS:
    1. Upon execution of this Agreement, Customer agrees to pay to the Company the purchase amount as stated in the Proposal. Customer agrees to pay via check or ACH transfer. Should Customer choose to pay via credit or debit card, there will be an additional three percent (3%) charge on the total invoice amount.
    2. The Company reserves the right to increase the price of the Service at any time, Customer will be notified of such increases which will usually take place during a renewal period.
    3. For Annual Payments, Customer will be sent an invoice via email thirty (30) days prior to renewal. Should Customer wish to cancel, email [email protected] at any time and the Company will issue a prorated refund.
    4. For Monthly Payments, Customer will receive an invoice via email thirty (30) days prior to the due date. Should Customer wish to cancel, email [email protected] with at least thirty (30) days notice.
    5. Upon cancellation of service Customer will have thirty (30) days to export any data from the Site.
    6. In the event Customer fails to make any of the payments within ten (10) days of the invoice due date, Company will charge a ten percent (10%) late fee on the total invoice amount.
    7. In the event Customer fails to make any of the payments within thirty (30) days of the invoice due date, Company reserves the right to temporarily revoke Customer access to the Site until payments for the Services are paid in full.

  3. LIMITATION OF LIABILITY AND DISCLAIMERS. By using the Company’s Services, Customer accepts any and all risks, foreseeable or non-foreseeable. Customer agrees that the Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of the Services. Customer agrees that use of Services is at Customers and Users’ own risk.

    By utilizing the Services, the Customer acknowledges that the Company makes no guarantees as to the outcome, there is no guarantee of any result. Any testimonials or examples shown through the Company’s website or other services are only examples of what may be possible. There can be no assurance as to any particular financial or other outcome based on the use of the Services.

  4. INTELLECTUAL PROPERTY RIGHTS. The Company maintains all of the copyright, other intellectual property rights subsisting in the Services whether finished or unfinished. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the Customer, nor grant any right or license other than those stated in this Agreement.

    Customer may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Website, Service content or intellectual property, in whole or in part without our prior written consent. Any unauthorized copying, reverse engineering, redistribution, reproduction, publication or modification of Website content by any person without Company’s prior written authorization is strictly prohibited, may be a violation of federal or common law, trademark, and copyright laws and may subject such a violator to legal action.

  5. DISCLAIMER OF WARRANTIES. The Services provided to the Customer by the Company under this Agreement is provided on an “as-is” basis, without any warranties or representations express, implied or statutory, including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of deal, course of performance or trade usage.
  6. NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Customer nor any of Customer’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
  7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, regardless of the conflict of laws principles thereof. If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and affect and shall in no way be affected, impaired, or invalidated.
  8. NOTICES. All notices, requests, demands, and other communications under this Agreement shall be in writing submitted to [email protected].
  9. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and the Company.

The parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.