Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement (the “Agreement”) between Digideal Inc., a Delaware corporation (“Digideal”, “Company”, “we”, “us”, or “our”), and you, the individual or legal entity accessing or using the corporate marketing website located at digideal.ai and any related pages operated by Digideal (collectively, the “Site”). By accessing or using the Site, you (“User” or “you”) acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not access or use the Site.

1. The Site

Digideal develops and operates a portfolio of vertical artificial-intelligence software products (each, a “Product” and collectively, the “Products”), including without limitation Artistik, Krafta, Complos, Casetop, and NestPlot. Each Product is offered under a separate brand and is governed by its own terms of service and privacy policy, available on the Product's respective website. These Terms apply solely to the Site and do not govern any User's access to or use of any Product.

2. Eligibility

You represent and warrant that: (a) you are at least the age of majority in your jurisdiction of residence; (b) you have the full right, power, and authority to enter into this Agreement and to perform your obligations hereunder; (c) if you are accessing the Site on behalf of an entity, you are authorized to bind such entity to these Terms, and references to “you” herein shall include such entity; and (d) your access to and use of the Site does not violate any applicable law, regulation, or third-party right.

3. Acceptable use

You shall not, and shall not permit any third party to:

• access or use the Site (i) for any unlawful, fraudulent, or tortious purpose, (ii) in violation of any applicable law, regulation, or order of a court or governmental authority, or (iii) in a manner that infringes or misappropriates the intellectual-property or other rights of any third party;
• interfere with, disrupt, degrade, overburden, or impair the integrity, security, or performance of the Site, our servers, or any network connected to the Site;
• attempt to gain unauthorized access to, probe, scan, or test the vulnerability of the Site or any related system, account, or network, or to circumvent, disable, or otherwise interfere with any security or authentication feature of the Site;
• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of any portion of the Site, except to the extent such restriction is prohibited by applicable law;
• use any automated means (including bots, scrapers, crawlers, spiders, or data-mining tools) to access, monitor, copy, or collect any portion of the Site at a rate or volume that materially burdens our infrastructure, except for well-behaved search-engine indexers that observe the directives published in robots.txt; or
• transmit unsolicited commercial communications to any address published on the Site.

4. Intellectual property

4.1 Ownership. As between you and Digideal, the Site and all content, materials, software, design, source code, object code, text, graphics, images, audio, video, data, and other elements thereof (collectively, the “Content”), together with all intellectual-property rights therein, are and shall remain the exclusive property of Digideal or its licensors. The Site and the Content are protected by United States and international copyright, trademark, patent, trade-secret, and other intellectual-property and proprietary-rights laws.

4.2 Trademarks. “Digideal”, “Artistik”, “Krafta”, “Complos”, “Casetop”, “NestPlot”, and the associated logos, designs, and trade dress are trademarks, service marks, or registered marks of Digideal or its affiliates. All other trademarks referenced on the Site are the property of their respective owners. No license to use any such trademark is granted by these Terms, except for nominative fair use to refer accurately to Digideal or its Products.

4.3 Limited license. Subject to your continuing compliance with these Terms, Digideal grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site and the Content for your personal or internal business reference only. All rights not expressly granted herein are reserved by Digideal.

5. Third-party links and resources

The Site contains hyperlinks to websites and resources operated by Digideal's Products and by independent third parties. Digideal does not control, endorse, or assume any responsibility for the content, products, services, terms, or privacy practices of any such third-party site or resource. Your access to and use of any third-party site or resource is at your own risk and is governed by the terms and policies applicable to such site or resource.

6. Disclaimer of warranties

The site and the content are provided “as is” and “as available”, with all faults, and without warranty of any kind. To the maximum extent permitted by applicable law, digideal and its affiliates, licensors, and service providers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade. Digideal does not warrant that the site will be uninterrupted, secure, timely, accurate, complete, or error-free, that defects will be corrected, or that the site or the servers that make it available are free of viruses or other harmful components.

7. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall digideal, its affiliates, officers, directors, employees, agents, licensors, or service providers be liable to you or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising out of or in connection with your access to or use of, or inability to access or use, the site, whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not digideal has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the aggregate cumulative liability of digideal and its affiliates arising out of or in connection with these terms and the site shall not exceed the greater of (a) the total amounts paid by you to digideal in connection with the site during the twelve (12) months preceding the event giving rise to liability and (b) one hundred united states dollars ($100). The foregoing limitations apply notwithstanding the failure of any limited remedy of its essential purpose.

8. Indemnification

You agree to defend, indemnify, and hold harmless Digideal and its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers (each, an “Indemnified Party”), from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with: (a) your access to or use of the Site; (b) your breach of these Terms or any representation, warranty, or covenant made by you herein; (c) your violation of any applicable law, regulation, or third-party right; or (d) any content or communication you submit, transmit, or make available through the Site. Digideal reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with Digideal's defense thereof.

9. Governing law; venue; waiver of jury trial

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Site (whether sounding in contract, tort, statute, or otherwise) (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without giving effect to any choice-of-law or conflict-of-laws provision that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts for the resolution of any Dispute. To the maximum extent permitted by applicable law, each party irrevocably waives any right it may have to a trial by jury in any proceeding arising out of or relating to these terms or the site.

10. Termination

Digideal may, at any time and in its sole discretion, with or without notice, suspend, modify, discontinue, or terminate your access to the Site, in whole or in part, for any reason or for no reason, including without limitation if Digideal reasonably believes you have violated these Terms. Sections 4 (Intellectual property), 6 (Disclaimer of warranties), 7 (Limitation of liability), 8 (Indemnification), 9 (Governing law), and 11 (General) shall survive any termination of this Agreement.

11. General

11.1 Entire agreement. These Terms, together with the Privacy Policy referenced herein, constitute the entire agreement between you and Digideal with respect to the Site and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to the subject matter hereof.

11.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if such modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.

11.3 No waiver. No failure or delay by Digideal in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

11.4 Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, in whole or in part, without Digideal's prior written consent, and any attempted assignment in contravention of the foregoing shall be null and void. Digideal may assign these Terms freely and without notice. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.5 Force majeure. Digideal shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil disturbance, pandemic, governmental action, labor disputes, failures of telecommunications or Internet service, or the acts or omissions of third parties.

11.6 Electronic communications. By accessing or using the Site, you consent to receive communications from us electronically. Agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

11.7 Relationship of the parties. Nothing in these Terms shall be construed to create any partnership, joint venture, employment, agency, or fiduciary relationship between you and Digideal.

11.8 Modifications. Digideal reserves the right, in its sole discretion, to modify these Terms at any time. The “Last Updated” date above reflects the date of the most recent modification. Material changes will be announced on the Site. Your continued access to or use of the Site following the effective date of any modification constitutes your acceptance of the Terms as modified.

11.9 Headings. Section headings are provided for convenience only and shall not affect the interpretation of these Terms.

12. Contact

Any notices or other communications to Digideal under these Terms shall be sent in writing to [email protected].