Previous Policies

Dimagi’s Privacy Policy will be changing effective May 25, 2018. Click here to review our new privacy policy.

This notice describes the privacy policy of Dimagi Inc and its affiliate entities, Dimagi South Africa (PTY) LTD and Dimagi Software Innovations, Pvt. Ltd (“Dimagi,” “we”, “us”, or “our”). The purpose of the Privacy Policy is to detail our information practices including the types of information we gather about you when you conduct business with Dimagi, how we may use that information, whether we disclose it to anyone, and the choices you have regarding our use of, and your ability to correct that information. By using and visiting our website you agree to this Privacy Policy.

 

1. What Information We Collect

This Privacy Statement covers the information practices of Web sites that link to this Privacy Statement, including: www.commcarehq.org.

When registering to use its services or products, Dimagi requires you to provide your personal contact information, such as name, company name, address, phone number, and email address (“Contact Information.”) When purchasing services or products, Dimagi may require you to provide financial qualification and billing information, such as billing name and address, credit card number, and the number of employees that will be using the product or services (“Billing Information”). Dimagi may also ask you to provide additional information, such as company annual revenues, number of employees, or industry (“Optional Information”). Required Contact Information, Billing Information, and Optional Information about Customers are referred to collectively as “Data About Dimagi Customers.”

As you navigate the Company’s Web sites, Dimagi may also collect information through the use of information-gathering tools, such as cookies and Web beacons (“Website Navigational Information”). These tools collect standard information from your Web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, and the actions you take on the Company’s Web sites (such as the Web pages viewed and the links clicked).

Dimagi’s Web Sites use information from your devices to analyze traffic through our analytics partners, including Google Analytics, Kissmetrics, Hubspot, and Fullstory. Please see the following for more information:

• www.google.com/policies/privacy/partners/
• www.kissmetrics.com/privacy
• legal.hubspot.com/privacy-policy
• fullstory.com/legal/privacy

 

2. How We Use Your Information

The Company uses Data About Dimagi Customers to perform the services requested. For example, if you fill out a “Contact Me” or “Submit a Bug” Web form, the Company will use the information provided to contact you about your request.

Dimagi uses Web Site Navigational Information to operate and improve the Company’s Web sites. Dimagi uses cookies to make interactions with the Company’s Web sites easy and meaningful. When you visit one of the Company’s Web sites, Dimagi servers send a cookie to your computer. Standing alone, cookies do not personally identify you; they merely recognize your Web browser. Unless you choose to identify yourself by responding opening an account or filling out a Web form, you remain anonymous to the Company. Dimagi uses cookies that are session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you close your browser or turn off your computer. Please note that if you disable your Web browser’s ability to accept cookies, you will be able to navigate the Company’s Web sites, but you will not be able to successfully use the Services.

 

3. Sharing Your Information

Dimagi will not share your Data, except for with our service providers or agents for the purposes described in section 2 above or as otherwise consented to by you.

Compliance with the law: We may release account and other personal information to comply with applicable law, for reasons relating to national security, or to protect the rights, property, or safety of Dimagi (and our employees), our users, or others. Such release includes responding to subpoenas and compliance with court orders and legal requests.

 

4. Accessing and Changing Your Information

Dimagi seeks to ensure that your information and preferences are accurate and complete and you have the right to change your information. If you wish to do so, let us know by sending an e-mail with your name to support@dimagi.com with a description of the changes you request.

You also have a right to access your personal data in our possession. To obtain a copy of the personal information we hold about you, please send an email to support@dimagi.com. There may be a charge associated with obtaining the copies.

 

5. Protecting Your Information

Dimagi acknowledges your trust and is committed to protecting the nformation you provide to us. To prevent unauthorized access, maintain accuracy, and ensure proper use of information, we have employed physical, technical, and administrative processes to safeguard and secure the information we collect.

You can help further protect your information by using a secure web browser and by changing any access passwords regularly.

 

6. Changes to This Privacy Policy

We may revise this Privacy Policy from time to time in our sole discretion. In the event of any such changes, the amended Privacy Policy will be posted on our website along with a notice of such changes. You will be deemed to have accepted such amended Privacy Policy upon such posting (provided that any such amendments will not affect any limitations you have placed on our use of your personal information). Accordingly, you are advised to check this Privacy Policy (and our website for amendment notices) from time to time. We will of course notify you of any changes where we are required to do so.

 

7. Other Links

From time to time this website may contain links to other websites owned by non-Dimagi affiliated entities. When you click on these links, you enter another website. Dimagi is not responsible for the content, operation or privacy practices of any such websites. In particular, unless expressly stated, Dimagi is not an agent for these sites, nor is it authorized to make representations on their behalf.

 

8. Other Information

Dimagi or its related entities could merge with or be acquired by another business entity, or another entity’s respective assets could be acquired. Should such a merger or acquisition occur, Dimagi would likely share some or all of your personally Identifiable Information so that the surviving entity could continue serving you. By providing your Personally Identifiable Information you agree that we may transfer such information to the acquiring entity without your further consent, although we will provide notice of any such combination or acquisition on our website.

 

9. Contact Us

If you have any questions or concerns about our use of your information or about this Privacy Policy, please send an e-mail to support@dimagi.com or write us at:

Dimagi, Inc.
585 Massachusetts Ave, Suite 3
Cambridge, MA 02139

Effective May 25, 2018, all services previously governed by the End User License Agreement (EULA) and Product Subscription Agreement (PSA) will automatically transition to our new terms.

ATTENTION: PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU: HAVE READ AND UNDERSTOOD THE EULA; ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND HAVE THE LEGAL AUTHORITY TO ACCEPT THE EULA; AND AGREE TO BE LEGALLY BOUND BY THE EULA. IF YOU DO NOT ACCEPT THE EULA, YOU ARE NOT PERMITTED TO USE THE SOFTWARE OR RELATED MATERIALS. THIS IS A LEGALLY BINDING AGREEMENT.

Thank you for reviewing this End User License Agreement (“EULA“), which creates a legal agreement between you (“you” or “your“) and Dimagi Inc. (“Dimagi“, “we“, “us” or “our“) for use of the Mobile Platform and the Server Platform (collectively, the “Software“). By clicking the “Accept” button to acknowledge your agreement, or by installing, copying, downloading, accessing, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the Software.

We may from time to time revise this EULA (including by moving or deleting portions of, or adding to, the terms that govern your use of the Software). Dimagi will notify all users of any revisions to the EULA. Your use of the Software following any changes constitutes your agreement to be bound by the EULA. If you do not agree to be so bound, you are not authorized to use the Software.

 

PRODUCT DESCRIPTIONS AND LICENSES.

The Mobile Platform. The Mobile Platform is a mobile application that allows users to access content, and collect data. The Mobile Platform utilizes several open source libraries, including CommCare, CommCareHQ, Open Data Kit (ODK), JavaRosa, Django, RapidSMS, and CouchDB. The Mobile Platform may also be used under the names CommCare Mobile Platform, CommConnect Mobile Platform, or CommCare Supply Mobile Platform, which enable or disable additional functionality. However, Dimagi maintains the source code, writes nearly all of the source code, and holds a copyright for the entire code base. In substantial part, the Mobile Platform is licensed under the terms of the Apache License, available at www.commcarehq.org/apache_license/ . In the event of any conflict between the terms of the Apache License and Section 1 through Section 10 of this EULA (the “Additional Terms“), the Additional Terms shall govern.

The Server Platform. The Server Platform is a web-based application that allows you to author downloadable customizations, modules and other content (“Applications“), deploy them on mobile devices through the Mobile Platform, and manage users and collected data. The Server Platform may also be used under the names CommCareHQ Server Platform, CommConnect Server Platform, or CommCare Supply Server Platform, which enable or disable additional functionality. Dimagi maintains the source code, writes nearly all of the source code, and holds a copyright for the entire code base. In substantial part, The Server Platform is licensed under the terms of the BSD License, available at www.commcarehq.org/bsd_license/ . In the event of any conflict between the terms of the BSD License and the Additional Terms, the Additional Terms shall govern.

HOSTED SERVICE. Dimagi maintains a multi-tenant cloud environment instance of the Server Platform (the “Hosted Service“). If you choose to use the Hosted Service, Dimagi may charge associated fees with such usage. You acknowledge and agree that you are not permitted to modify, alter or otherwise change the Hosted Service.

DATA OWNERSHIP. Unless otherwise agreed, Dimagi does not claim ownership of any data you may collect, store or otherwise submit through the Software, including any intellectual property rights therein (collectively, “Your Data“). However, by using the Software, you grant Dimagi permission to use Your Data for operational purposes and for improving the Software and the Hosted Service.

• Dimagi may also use Your Data to create aggregate, anonymized data sets (“Data Sets“). Data Sets are not associated with any individual or user account. Dimagi may use Data Sets for public health and research purposes. If you do not consent to the use of Your Data to create Data Sets, please “opt-out” by contacting us at support@dimagi.com and your data will no longer be included as of the date of notification.
• Dimagi will receive, store, access, use and destroy any all Personal Information it acquires under or in connection with this Agreement in compliance with all applicable data protection laws. Dimagi will never share personally identifiable information without your consent unless as required by law.
• For this purpose, “Personal Information” means any personally identifying information, which can be used to identify, describe, locate or contact an individual, including but not limited to such individual’s (a) name or initials; (b) home or other physical address; (c) telephone number; (d) email address or online identifier associated with the individual; (e) social security number or other similar government identifier; (f) employment, financial or health information; (g) information specific to an individual’s physical, physiological, mental, economic, racial, political, ethnic, ideological, cultural or social identity; (h) photographs; (i) dates relating to the individual (except years alone); (j) financial account numbers; (k) genetic material or information; (l) business contact information; and (m) any other information relating to an individual that, alone or in combination, with any of the above, can be used to identify, contact, or locate an individual, either alone or in combination with other easily accessible sources.

YOUR ACCOUNT. You acknowledge and agree that you are responsible for all activity occurring under your account, which includes: (i) your use of the Server Platform; (ii) your use of Applications deployed on mobile devices through the Mobile Platform; and (iii) your use of the Hosted Service, as applicable (collectively, “Your Account“). Should you choose to authorize, delegate or otherwise share control or access of Your Account with other individuals or organizations (“Your Delegates“), you shall assume full responsibility for the activity of Your Delegates. Dimagi is not responsible for, and assumes no liability resulting from any use of Your Account by Your Delegates. You agree that Dimagi reserves the right to adjust the naming of your organizational account (“Your Account Name“) on the Server Platform to avoid end user confusion.

YOUR PROJECT SPACE NAME. The Server Platform enables you to create a project space. You may also associate the Server Platform with your own project space name, which you have registered or will register through the Internet Corporation for Assigned Names and Numbers (“ICANN”). Your use of a project space or “domain” name registered with ICANN is subject to ICANN’s policies, including without limitation, being bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at http://www.icann.org/udrp/udrp.htm , as it may be amended or relocated from time to time. You agree that Dimagi may in its sole discretion reject or disable any project space you propose before it is published as part of a URL or associated with the Server Platform project space name.

U.S. DIGITAL MILLENNIUM COPYRIGHT ACT. If Dimagi receives a notice alleging that material on Your Project Space Name infringes another party’s copyright, Dimagi may disable that Project Space in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).

 

APPLICATIONS.

Third-Party Applications. The Exchange is available on the Server Platform and is a digital distribution platform for users to publish and download Applications. Through the Software, you may access Applications developed by third parties that have been published on the Exchange. Such Applications are subject to separate license agreements, the terms of which may differ from this EULA. You should review the applicable license agreements prior to use of any Applications. Unless agreed to separately, you acknowledge and agree that Dimagi is not responsible for, and assumes no liability resulting from your use or misuse of, any Applications.

Your Applications. You are responsible for the content of any Applications that you create, and you represent and warrant that you have appropriate intellectual property rights for any and all content included therein. Dimagi may provide you with the option to distribute your Applications through the Software on the Exchange. Such distribution shall be subject to a separate license agreement between you and third party users of your Applications. Unless agreed to separately, you acknowledge and agree that Dimagi is not responsible for, and assumes no liability resulting from your creation or distribution, of any Applications.

NO MEDICAL ADVICE. You acknowledge and agree that Dimagi is not a health care provider. The information included within or accessed through the Software, including Applications, is for informational purposes only. The Software and such related content should not be used as a substitute for advice provided by a licensed health care provider. Dimagi is not responsible for, and assumes no liability resulting from any use of the Software contrary to this provision.

NEW VERSIONS. Dimagi may, in its sole discretion, add features or functions or provide bug fixes, patches, updates and upgrades to the Software, including its components, which may be provided automatically. If you do not want to receive such upgrades automatically, you should not use the Software.

MUTUAL INDEMNIFICATION. (1) Dimagi shall not be liable to You for any failures or delays caused by events beyond Dimagi’s control, Your failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures. (2) Dimagi shall indemnify, defend and hold You harmless from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs and expenses (collectively, the “Claims”), arising out of, incidental to, or resulting directly or indirectly from (a) the breach by Dimagi of its representations, warranties or covenants hereunder; (b) third party claims that the usage of the Software infringes or misappropriates such third party’s intellectual property rights, however arising, except to the extent such infringement is the direct result of Your specific requests to Dimagi; or (c) breaches of Dimagi’s obligation with respect to Personal Information set forth above.

TERM AND TERMINATION. This EULA is effective from the date accepted and continues in effect until terminated. You may terminate this EULA at any time by emailing support@dimagi.com, at which point your license hereunder will terminate. This EULA and the license granted herein will terminate automatically and without notice if you fail to comply with any term or condition of this EULA. Upon termination, you agree to destroy all copies of the Software in your possession. Upon termination of the EULA for any reason, you will have full access to your data for at least a two-week period. Upon your request, Dimagi will delete all data collected through your application from all servers within two weeks of receiving notice. Any provision in this EULA which when reasonably read is intended to survive the termination of this EULA shall survive, including without limitation, any disclaimer of warranties and limitations of liability.

COMPLIANCE WITH LAW. Dimagi makes no representation that the Software or any related content are appropriate or available for use in your locality. You acknowledge and agree that you are responsible for ensuring that your use of the Software, including your use of the Hosted Service, as applicable, complies with all relevant local and international laws.

GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts (excluding the conflict of laws rules thereof). All disputes hereunder shall be resolved in the applicable state or federal courts of Massachusetts. The parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.

ENTIRE AGREEMENT. This EULA (including the terms of either the BSD License or Apache License) sets forth Dimagi’s entire liability and your exclusive remedy with respect to the Software. You acknowledge that this EULA is a complete statement of th e agreement between you and Dimagi with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations or descriptions with respect to the Software. If any provision of this EULA is invalid or unenforceable under applicable law it is deemed omitted and the remaining provisions will continue in full force and effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING THE “ACCEPT” BUTTON AND/OR CONTINUING TO ACCESS AND USE THE SOFTWARE, YOU CONSENT TO BE BOUND BY THIS EULA.

Posted: Dec 19, 2022

Effective Date: Dec 19, 2022

These terms of service (“Terms”) govern your use and access to our services, client software and websites (“Services”). Your agreement is with Dimagi, Inc., a benefit corporation organized under the laws of The Commonwealth of Massachusetts, and its affiliated entities, including Dimagi Software Innovations Pvt. Ltd., Dimagi South Africa (PTY) LTD.

• If you are using our Services on behalf of a third party, you hereby agree to these Terms on such third party’s behalf, and you hereby confirm that you have authority to bind such third party by such agreement.

IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS AND THE OTHER POLICIES, AGREEMENTS AND DOCUMENTS REFERENCED HEREIN, YOU SHOULD NOT USE OUR SERVICES.

Your Data

Our Privacy Policy explains the data we collect from you and use in providing and improving the Services. These Terms provide us with certain rights to Your Data as described herein. As used herein, “Your Data” means Stored Data, Account Data, and messages, comments, structured data, photos, and other content s ubmitted to or otherwise generated via the Services by Customer or End Users.

Your Account

To use our Services you will need to create an account with Dimagi (“Your Account”). You acknowledge and agree that you are responsible for all activity occurring under Your Account. Should you choose to authorize, delegate or otherwise share control or access of Your Account with other individuals or organizations (“Your Delegates”), you assume full responsibility for the activity of Your Delegates. Your Delegates includes both web and mobile users of the Services. Dimagi is not responsible for, and assumes no liability resulting from, any use of Your Account or the Services, either by you or by Your Delegates.

Your Responsibilities

You are solely responsible and liable for your conduct and Your Data, which must comply with our Acceptable Use Policy. Please do not collect, copy, upload, download or share Your Data with Dimagi unless you have the right and authority to do so; any such unauthorized sharing of Your Data with Dimagi will be considered a violation of these Terms and may result in the termination of Your Account and any subscriptions for Services then in effect. We may review your conduct and Your Data for compliance with these Terms, but we have no obligation to do so.

You may use our Services only as permitted by applicable law, including export control laws and regulations.

Finally, by using our services, you represent to us that you and Your Delegates comply with the requirements of digital consent as per applicable law, as specified in the Privacy Policy. If you and Your Delegates do not meet these requirements, you may not use the Services.

Software

Some of our Services allow you to download client software programs and tools (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software solely to access the Services. To the extent any component of the Software may be offered under an open source license, we will make the terms of that license available to you and the provisions of that license may expressly override some of these Terms. You hereby agree not to reverse engineer, decode or decompile the Services, attempt to do so, or assist anyone in doing so.

The Exchange

The Exchange is our digital distribution platform for users to publish and download mobile or other applications created by third parties. Through the use of our Services, you may access and download applications developed by third parties that have been published on the Exchange. Such applications are subject to separate license and end user agreements, the terms of which are separate and distinct from these Terms. You should review any applicable terms or agreements prior to use of any such applications. You acknowledge and agree that Dimagi is not responsible for, and assumes no liability resulting from, your use (or misuse) of any third party applications accessed via the Exchange or which otherwise are not directly provided by Dimagi as part of the Services.

Access and Updates to Services

Dimagi employs industry best practices to ensure that Services are available with a high degree of reliability, absent scheduled and emergency maintenance periods.From time to time, Dimagi may, in its sole discretion, add features or functions or provide bug fixes, patches, updates and upgrades to our Services, including its components, which may be provided automatically and without advance notice. If you do not want to receive such upgrades automatically, you may not use the Services.

We sometimes release products and features that we are still testing and evaluating. Those Services have been marked “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) (collectively, “Beta Services”), and may not be as reliable as Dimagi’s other services, so please keep that in mind. Any Beta Services are not subject to any warranties or service level/uptime/downtime commitments that Dimagi may provide to you from time to time in connection with the Services.

Communication

If you elected to provide us your personal information to use our Services, to know about our Services, to download content, to contact us or for any other reason, you agree to subscribing to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

No Medical Advice

Neither Dimagi nor any of its Affiliates is responsible for the provision of medical advice or other health care services to you, and you understand that Dimagi’s employees and affiliates are not licensed medical professionals. You acknowledge and agree that the information generated and/or made accessible via the Services is for informational purposes only. The Services should not be used as a substitute for medical advice or treatment provided by a licensed professional. Dimagi is not responsible for, and assumes no liability resulting from, any use of the Services contrary to this provision.

Copyright

The Services are protected by copyright, trademark, and other United States and foreign laws. These Terms in no way grant you any right, title or interest in the Services, other users’ content or data, or Dimagi’s trademarks, logos and other brand features.

Dimagi respects the intellectual property rights of others and expects its customers and users to do the same. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), Dimagi will respond expeditiously to claims of copyright infringement committed using the Services that comply with applicable law. If you believe any materials accessible on or from any of the Services (including our website) infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the DMCA, the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
Director of Corporate Operations
Dimagi, Inc.
585 Massachusetts Ave.
Suite 3
Cambridge, MA 02139-4075
+1 6176492214
Corporate-ops@dimagi.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Billing

Subscription Plan: Our Services come in several Subscription plans (“Plans”). The cost and details of your Plans can be found on our Pricing Page.

Subscription Term: You access our Services on a periodic subscription basis, called Subscription Term.

Recurring Billing: By starting your Subscription Term, you authorize us to charge you a periodic plan fee at the then-current rate, and any other charges you may incur in connection with your use of the Services.

Price Changes: We reserve the right to adjust pricing for our Plans or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in this agreement, any price changes to your Plans will take effect following an e-mail or in-product notice to you.

For Monthly Billing:

• Billing Cycle: The periodic plan fee for our Services will be billed each calendar month unless and until you cancel your Plan. We reserve the right to change the timing of our billing, in particular, if your payment has not successfully settled, or to enforce a minimum subscription length.
• Cancellation: You may cancel your Subscription Plan anytime by pausing your subscription. Upon pausing your subscription, you will lose access to your project space at the end our your current subscription period, including access to your apps and data. You are responsible for paying Dimagi through the end of the period for which Dimagi has provided its product and/or services.

For Annual Billing:

• Refund, Downgrade and Cancelation policy: If you cancel or downgrade within 30 days, starting from the start date of your Subscription Term, you will be charged on a prorated basis for the service provided, and rest will be fully refunded. After 30 days, the advance payment is non-refundable and the service will continue until the end of the Subscription Term. To be fair to everyone, there will be no exceptions.

Partial Billing: Dimagi may provide billing over partial periods of the Subscription Term at its discretion. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our customers in our sole discretion (“credits”).

Taxes and other Payment Levies and Fees: Taxes and foreign currency exchange fees levied by any financial institution in connection with payments for Services are in addition to any subscription fees payable to Dimagi pursuant to a Plan. You agree to pay all taxes and foreign exchange fees associated with your subscription for any Services hereunder or otherwise provide Dimagi with a valid tax exemption certificate authorized by the appropriate taxing authority.

Termination

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you violate these Terms or any other agreement between you and Dimagi (including the Acceptable Use Policy), as determined by Dimagi in its sole discretion,

(b) you use the Services in a manner that could cause risk of harm or loss to us or other Dimagi customers or users.

If you are engaged in any activities described above, we may be able to provide you with advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Data from our Services, but we cannot guarantee that we will provide such advance notice, as we may need to terminate your access to the Services immediately under certain circumstances (including those described below). If we are able to provide you with such advance notice and after delivery of such notice you fail to cease participating in such activities, we may terminate or suspend your access to the Services indefinitely.

For example, we will not provide you with advance notice prior to termination or suspension of your access to the Services where:

(a) you are in material breach of these Terms or any other agreement between you and Dimagi (except as required by any such other agreement),

(b) doing so could result in legal liability or compromise our ability to provide the Services to other users, or

(c) we are prohibited from doing so by law.

Upon termination for any reason, you agree to destroy all copies of the Software in your possession. Upon termination for any reason, we will use commercially reasonable efforts to make Your Data available to you for export for at least a two-week period following such termination. Upon your request, we will delete all data collected through your application from all servers within 30 days of receiving notice.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond Dimagi’s control or to comply with a legal requirement. If we do so, we will make commercially reasonable efforts to give you prior notice so that you can export Your Data from our systems. If we discontinue Services in this way before the end of your Subscription Term you have paid us for, we will refund the portion of the fees you have pre-paid but have not received Services for.

Indemnification

You will indemnify, defend, and hold harmless Dimagi from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Dimagi and its Affiliates regarding: ( a) Your Data; (b) your use of the Services.

Services “AS IS”

We strive to provide great Services, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DIMAGI AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.”. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Limitation of Liability

WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR DIMAGI’S OR ITS AFFILIATES’ FRAUD OR GROSS NEGLIGENCE IN PROVIDING THE SERVICES. THIS PARAGRAPH DOES NO’T AFFECT CONSUMER RIGHTS THAT CAN NOT BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN NO EVENT WILL DIMAGI, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF LEGAL THEORY, AND IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DIMAGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, DIMAGI, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. DIMAGI AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, DIMAGI’S AGGREGATE LIABILITY UNDER THESE TERMS OR ANY OTHER AGREEMENT BETWEEN YOU AND DIMAGI WILL NOT EXCEED THE AMOUNT PAID BY YOU TO DIMAGI HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Resolving Disputes

For Users and Customers Based in the United States of America: Any dispute arising in connection with these Terms which cannot be amicably settled between us (“Parties”) through Alternative Dispute Resolution (ADR) procedures, if any, shall be arbitrated under the Rules of Commercial Arbitration of the American Arbitration Association by binding arbitration located in The Commonwealth of Massachusetts. Any resulting arbitral decision shall be final and binding on both parties. In resolving a dispute hereunder, the parties agree that these Terms will be interpreted in accordance with the substantive laws of The Commonwealth of Massachusetts.

For Users and Customers Based Outside of the United States of America: Any dispute arising in connection with these Terms which cannot be amicably settled between us through Alternative Dispute Resolution (ADR) procedures, if any, shall be arbitrated in accordance with the UNCITRAL Arbitration Rules. The arbitration shall take place in New York. Any resulting arbitral decision shall be final and binding on both parties. In resolving a dispute hereunder, the parties agree these Terms will be interpreted in accordance with the substantive laws of New York.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Controlling Law

To the fullest extent permitted by law, these Terms will be governed by the laws of The Commonwealth of Massachusetts except for its conflicts of laws principles.

Entire Agreement

These Terms, together with the Privacy Policy, the Business Agreement, the Acceptable Use Policy, and the other documents and materials referenced herein or otherwise published by Dimagi from time to time governing use of the Services, constitute the entire agreement between you and Dimagi with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, understandings, or terms and conditions applicable to the subject matter of these Terms except as otherwise agreed in writing between you and Dimagi. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

Dimagi’s failure to enforce a provision is not a waiver of its right to do so at a later date or time. If any portion of these Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Dimagi may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on the Dimagi’s website. If a revision, in Dimagi’s sole discretion, is material, we will notify you (by, for example, sending an email to the email address associated with your account). You are responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised terms, you may not access or otherwise use the Services.

 

Posted: Dec 19, 2022

Effective Date: Dec 19, 2022

This Agreement is applicable to you if you represent a business entity or other organization agreeing to these terms (“Customer”).

This Dimagi Business Agreement (the “Agreement”) is between Dimagi, Inc. and its affiliate entities, Dimagi Software Innovations Pvt. Ltd., Dimagi South Africa (PTY) LTD, (“Dimagi”, “we”, “us”, or “our”) and the business entity or other organization agreeing to these terms (“Customer”). This Agreement governs Customer’s use and access to Dimagi’s services, client software and websites (“Services”).

• If Customer is using Dimagi’s Services on behalf of a third party, Customer hereby agrees to these terms on such third party’s behalf, and Customer hereby confirms that Customer has authority to bind such third party by such agreement.

IF CUSTOMER DOES NOT AGREE TO BE BOUND TO THESE TERMS AND THE OTHER POLICIES, AGREEMENTS AND DOCUMENTS REFERENCED HEREIN, CUSTOMER SHOULD NOT USE USE OUR SERVICES.

• Services
  1. Data Processing: Except as specifically permitted in this Agreement and Dimagi’s Privacy Policy, Dimagi and its Sub-processors will only Process Customer Data to provide the Services and to fulfill Dimagi’s obligations under the Agreement. Sub-processors’ Processing activities will be restricted to Processing Customer Data on Dimagi’s behalf and in accordance with Dimagi’s instructions. Customer agrees that Dimagi and its Sub-processors may Process Customer Data in locations other than Customer’s country.
  2. EU-U.S. and Swiss-U.S. Privacy Shield Programs: Dimagi is certified and complies with the EU-U.S. and Swiss-U.S. Privacy Shield Programs. If the Privacy Shield Programs are invalidated, Dimagi will use commercially reasonable efforts to comply with the resulting alternate or successor data transfer mechanisms.
  1. Generally: The Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open source license, Dimagi will make the license available to Customer and, to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of this Agreement with respect to that component of the Software.
  2. License: Dimagi hereby grants to Customer during the Term a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely in connection with the Services and in accordance with this Agreement. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to Customer.
1. Provision: This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.
2. Security Measures: Dimagi will use, at a minimum, industry standard technical and organizational security measures to Process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to or use of Customer Data. Refer to our Privacy Policy for more details.
3. Data Processing and Transfer:
4. Modifications: Dimagi may update the Services from time to time. If Dimagi changes the Services in a manner that materially reduces their functionality, Dimagi will notify Customer at the email address associated with the account, and Customer may terminate the Subscription Term then in effect by providing notice to Dimagi within thirty days of the change. This termination right will not apply to updates made to any Beta Services.
5. Software:
6. The Exchange: The Exchange is Dimagi’s digital distribution platform for users to publish and download mobile or other applications created by Dimagi or third parties. Through the use of our Services, Customer may access and download applications that have been published on the Exchange. Such applications are subject to separate license and end user agreements, the terms of which are separate and distinct from this Agreement. Customer should review any applicable terms or agreements prior to use of any such applications. Customer acknowledges and agrees that Dimagi is not responsible for, and assumes no liability resulting from, Customer’s use (or misuse) of any third party applications accessed via the Exchange or which otherwise are not directly provided by Dimagi as part of the Services.
• Customer Obligations
  1. Customer Responsibility:
     Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Dimagi only if it cannot obtain such information despite diligent efforts.
  2. Dimagi’s Responsibility:
     Dimagi will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Dimagi’s receipt of a Third-Party Request; (ii) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to obtain the information. If Customer fails to promptly respond to any Third-Party Request, then Dimagi may, but will not be obligated to, do so.
1. Customer Administration of the Services: Customer may specify End Users as Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. Dimagi’s responsibilities do not extend to the internal management or administration of the Services for Customer.
2. Unauthorized Use or Access: Customer will prevent unauthorized use of the Services by its End Users. In the event of any unauthorized use of or access to the Services, Customer will terminate such unauthorized use or access and promptly notify Dimagi. Customer represents that Customer and Delegates comply with the requirements of digital consent as per applicable law, as specified in the Privacy Policy. If Customer and Delegates do not meet these requirements, Customer may not use the Services.
3. Restrictions: Customer will not: (a) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (b) reverse engineer, decode or decompile the Services or Software, or attempt or assist anyone else to do so; or (c) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws.
4. Compliance: Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users. Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow Dimagi to provide the Services. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless Customer and Dimagi separately enter into a HIPAA Business Associate Agreement applicable to a specific Subscription Plan as outlined on Dimagi’s Pricing Page. Customer will not store, transmit or otherwise process personal data of EU subjects as defined by the General Data Protection Regulation (GDPR) unless Customer and Dimagi separately enter into a Data Processing Addendum (DPA).
5. Third-Party Apps and Integrations: If Customer uses any third-party service or applications, such as a service that uses Dimagi’s APIs, with the Services: (a) Dimagi will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Dimagi does not warrant or support any service provided by such third-party.
6. Third-Party Requests:
• Billing and Renewal
  1. Billing Cycle: The periodic plan fee for Dimagi’s Services will be billed each calendar month unless and until the Customer cancel the Plan. Dimagi reserves the right to change the timing of our billing, in particular, if Customer’s payment has not successfully settled, or to enforce a minimum subscription length.
  2. Cancellation: Customer may cancel its Plan by pausing the subscription. Upon pausing the subscription, Customer will lose access to Customer’s project space at the end of the current subscription period, including access to apps and data. Customer is responsible for paying Dimagi up through the end of the period for which Dimagi has provided its product and/or services.
  1. Refund, Downgrade and Cancelation policy: If you cancel or downgrade within 30 days, starting from the start date of your Subscription Term, you will be charged on a prorated basis for the service provided, and rest will be fully refunded. After 30 days, the advance payment is non-refundable and the service will continue until the end of the Subscription Term. To be fair to everyone, there will be no exceptions.
1. Subscription Plan: Dimagi Services come in several Subscription plans (“Plans”). The cost and details of these Plans can be found on Dimagi’s Pricing Page.
2. Subscription Term: Customer must access the Services on a periodic subscription basis (“Subscription Term”).
3. Recurring Billing: By starting a Subscription Term, Customer authorizes Dimagi to charge a periodic plan fee at the then-current rate, and any other charges Customer incurs in connection with its use of the Services.
4. Price Changes: Dimagi reserves the right to adjust pricing for Plans or any components thereof in any manner and at any time as Dimagi may determine in its sole discretion. Except as otherwise expressly provided for in this agreement, any price changes to Customer’s Plans will take effect following an e-mail or in-product notice to Customer.
5. For Monthly Billing:
6. For Annual Billing:
7. Partial Billing: Dimagi may provide billing over partial periods of the Subscription Term at its discretion. At any time, and for any reason, Dimagi may provide a refund, discount, or other consideration to some or all of our customers in our sole discretion (“credits”).
8. Taxes and other Payment Levies and Fees: Taxes and foreign currency exchange fees levied by any financial institution in connection with payments for Services are in addition to any subscription fees payable to Dimagi pursuant to a Plan. Customer agrees to pay all taxes and foreign exchange fees associated with Customer’s subscription for any Services hereunder or otherwise provide Dimagi with a valid tax exemption certificate authorized by the appropriate taxing authority.

• Suspension
1. Of End User Accounts: If an End User: (a) violates this Agreement, the Terms of Service, the Acceptable Use Policy, or the Privacy Policy; or (b) uses the Services in a manner that Dimagi reasonably believes will cause it liability, then Dimagi may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Dimagi may do so on its own behalf.
2. Security Emergencies: Notwithstanding anything in this Agreement, if there is a Security Emergency then Dimagi may automatically suspend use of the Services by Customer. Dimagi will make commercially reasonable efforts to narrowly tailor the suspension as needed to minimize the disruption to the Services associated with such Security Emergency.
• Termination
1. Customer is free to stop using our Services at any time. We reserve the right to suspend or terminate Customer’s access to he Services with notice to Customer if: (a) Customer violates these Terms or any other agreement between Customer and Dimagi (including the Acceptable Use Policy), as determined by Dimagi in its sole discretion, (b) Customer uses the Services in a manner that could cause risk of harm or loss to us or other Dimagi customers or users.If Customer is engaged in any activities described above, we may be able to provide Customer with advance notice via the email address associated with Customer’s account to remedy the activity that prompted us to contact Customer and give Customer the opportunity to export Customer’s Data from our Services, but we cannot guarantee that we will provide such advance notice, as we may need to terminate Customer’s access to the Services immediately under certain circumstances (including those described below). If we are able to provide Customer with such advance notice and after delivery of such notice Customer fails to cease participating in such activities, we may terminate or suspend Customer’s access to the Services indefinitely. For example, we won’t provide Customer with advance notice prior to termination or suspension of Customer’s access to the Services where: (a) Customer is in material breach of these Terms or any other agreement between Customer and Dimagi (except as required by any such other agreement), (b) doing so could result in legal liability or compromise our ability to provide the Services to other users, or (c) we a’re prohibited from doing so by law.Upon termination for any reason, Customer agrees to destroy all copies of the Software in Customer’s possession. Upon termination for any reason, we will use commercially reasonable efforts to make Customer’s Data available to Customer for export for at least a two-week period following such termination. Upon Customer’s request, we will delete all data collected through Customer’s application from all servers within 30 days of receiving notice.
• Intellectual Property Rights
1. Reservation of Rights: Except as expressly set forth herein or in the Privacy Policy, this Agreement does not grant: (a) Dimagi any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or Dimagi trademarks and brand features.
2. Feedback; Suggestions: Dimagi may use, modify, and incorporate into its products and services, any feedback, comments, or suggestions on the Services that Customer or End Users may send Dimagi or post in Dimagi’s forums without restriction, and without any obligation to Customer or any of its End Users.
• Indemnification
1. Customer will indemnify, defend, and hold harmless Dimagi from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Dimagi or any of its Affiliates regarding: (a) Customer Data; (b) Customer’s or End Users’ use of the Services.
• Disclaimers
1. Generally: THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER DIMAGI NOR ANY OF ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES AND THE SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN (INCLUDING THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY, AND ANY OTHER DOCUMENTATION PUBLISHED OR PROVIDED BY DIMAGI TO CUSTOMER FROM TIME TO TIME) AND FOR BACKING UP IN A SECURE LOCATION ANY CUSTOMER DATA THAT HAS BEEN UPLOADED TO OR OTHERWISE GENERATED, STORED OR PROCESSED VIA THE SERVICES.
2. Beta Services: Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported by Dimagi and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) DIMAGI WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF BETA SERVICES – ANY SUCH USE WILL BE AT CUSTOMER’S OWN RISK.
3. No Medical Advice: Neither Dimagi nor any of its Affiliates or Sub-processors is responsible for the provision of medical advice or other health care services to Customer or its End Users, and Customer understands that Dimagi’s employees and Affiliates are not licensed medical professionals. Customer acknowledges and agrees that the information generated and/or made accessible via the Services is for informational purposes only. The Services should not be used as a substitute for medical advice or treatment provided by a licensed professional. Dimagi is not responsible for, and assumes no liability resulting from, any use of the Services contrary to this provision.
• Limitation of Liability
1. Limitation on Indirect Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR DIMAGI OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR DIMAGI AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. Limitation on Amount of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, DIMAGI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO DIMAGI HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
• Disputes
1. For Customers Based in the United States of America: Any dispute arising in connection with these Terms which cannot be amicably settled between Dimagi and Customer through Alternative Dispute Resolution (ADR) procedures, if any, shall be arbitrated under the Rules of Commercial Arbitration of the American Arbitration Association by binding arbitration located in The Commonwealth of Massachusetts. Any resulting arbitral decision shall be final and binding on both parties. In resolving a dispute hereunder, the parties agree that this Agreement will be interpreted in accordance with the substantive laws of The Commonwealth of Massachusetts.
2. For Customers Based Outside of the United States of America: Any dispute arising in connection with these Terms which cannot be amicably settled between Dimagi and Customer through Alternative Dispute Resolution (ADR) procedures, if any, shall be arbitrated in accordance with the UNCITRAL Arbitration Rules. The arbitration shall take place in New York. Any resulting arbitral decision shall be final and binding on both parties. In resolving a dispute hereunder, the parties agree that this Agreement will be interpreted in accordance with the substantive laws of New York.
3. NO CLASS ACTIONS: Customer may only resolve disputes with Dimagi on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
• Miscellaneous
1. Terms Modification. Dimagi may revise this Agreement from time to time and the most current version will always be posted on Dimagi’s website. If a revision, in Dimagi’s sole discretion, is material, Dimagi will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer should terminate the Services.
2. Entire Agreement: These Terms, together with the Privacy Policy, the Business Agreement, the Acceptable Use Policy, and the other documents and materials referenced herein, supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter.
3. Governing Law: THE AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
4. Notice: Notices must be sent via email and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Dimagi must be sent to legal@dimagi.com.
5. Waiver: A waiver of any default is not a waiver of any subsequent default.
6. Assignment: Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Dimagi. Dimagi may not assign this Agreement without providing notice to Customer, except Dimagi may assign this Agreement or any of its rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing prior notice to Customer. Any other attempt to transfer or assign is void.
7. No Agency. Dimagi and Customer are not legal partners or agents, but are independent contractors.
8. Force Majeure: Except for payment obligations, neither Dimagi nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
9. No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
• Definitions
1. “Acceptable Use Policy” means the Dimagi’s acceptable use policy set forth here.
2. “Account Data” means the account and contact information submitted to the Services by Customer or End Users.
3. “Administrator” means the Customer-designated End User who administers the Services to End Users on Customer’s behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
4. “Admin Account” means the administrative account provided to Customer by Dimagi for the purpose of administering the Services.
5. “Admin Console” means the online tool provided by Dimagi to Customer for use in administering the Services.
6. “Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.
7. “Beta Services” means services or features provided by Dimagi from time to time that are identified as “alpha,” “beta,” “preview,” “early access,” or “evaluation,” or words or phrases with similar meanings.
8. “Customer Data” means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to or otherwise generated via the Services by Customer or End Users.
9. “Effective Date” means the date this Agreement is accepted by Customer.
10. “End Users” means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees and consultants, and both web and mobile users of the Services.
11. “End User Account” means a Dimagi hosted account established by Customer through the Services for an End User.
12. “EU-US Privacy Shield Program” means the EU-U.S. Privacy Shield Program framework and its principles as set forth by the US Department of Commerce and the European Commission regarding the collection, use, and retention of personal data from EU member states.
13. “Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR“) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR“) maintained by the Department of State.
14. “Fees” means the amounts invoiced to Customer by Dimagi for Services.
15. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
16. “Process” means store, retrieve, transmit, analyze, and any other action reasonably necessary or desirable to be taken in connection with the provision of the Services to Customer.
17. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
18. “Services” means the services provided by Dimagi to Customer.
19. “Software” means the client software provided by Dimagi to Customer as part of the Services.
20. “Stored Data” means the files uploaded to or otherwise maintained via the Services using the Software by Customer or End Users.
21. “Sub-processor” means an entity who agrees to Process Stored Data on Dimagi’s behalf, or on behalf of another Dimagi Sub-processor, in order to provide the Services.
22. “Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Dimagi’s net income, associated with the Services or Software, including any related penalties or interest.
23. “Terms of Service” means the Dimagi Terms of Service, available here.
24. “Third-Party Request” means a request from a third-party for records relating to an End User’s use of the Services including information in or from an End User Account, or from Customer’s Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User’s authorized representative, permitting a disclosure.
25. “Withholding Taxes” mean any Taxes Customer is required by law to withhold, which are then imposed on Dimagi