Digiphile
Terms of Service
Last Updated: November 11, 2025
These Terms of Service (referred to as “Terms of Service” or “Agreement”) constitute an agreement between you and Digiphile LLC, a California limited liability company (referred to as “Digiphile”, “we”, “our”, or “us”), and governs your access and use of: (1) the Digiphile website located at www.digiphile.co (“Site”), and (2) your use of Digiphile’s Products (defined below) and services (the term services includes Products and together the services and Products are defined as the “Service” or “Services”).
Acceptance of Terms
Your use of the Services and/or the Site constitutes your acceptance of these Terms of Service. Digiphile reserves the right to change, modify, add to, or remove portions of these Terms of Service in its sole discretion. Any modification shall be effective immediately upon the uploading of a modified Terms of Service as reflected in the “Last Updated” date contained above. Digiphile will provide commercially reasonable notice of any material change to these Terms of Service. Your continued use of the Site and the Services after modified Terms of Service have been posted constitute your acceptance. If the modified Terms of Service are not acceptable to you, your sole recourse is to discontinue your use of the Site and the Services.
By using the Services and/or visiting the Site, you represent that you have read, understand, and agree to all the terms and conditions of this Agreement, including Digiphile’s privacy policy (“Privacy Policy”) which is incorporated herein by reference.
User Eligibility
You may use the Services only if you can form a binding contract with Digiphile, and only in compliance with this Agreement and all applicable local, state, national, and foreign laws, rules and regulations. If your minor children use the Services, you are solely responsible for such use, including, without limitation, any purchases your minor children make through the Service and any exposure to the content made available by Digiphile. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement. You agree that you will not allow your minor children under the age of 13 to engage in such use. You may not use the Service if you have previously been removed or banned from the Service by Digiphile.
If you are under 13 years of age, then please do not use the Site or the Services without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available to assist you in limiting access to material that could be considered harmful to minors. More information on the availability of such software can be found through publicly available sources and your internet service provider.
License Grant; Limitations
Subject to the terms of this Agreement, we hereby grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to: (1) access and use the features of the Site that is intended for public display; and/or (2) access and use the Services as a customer. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us.** Any access or attempt to access or use the Services or the Site for any unauthorized or illegal purpose is strictly prohibited.**
You agree that (i) you will not copy or distribute any part of the Site or Services in any medium without our prior written authorization, including without limitation by any automated or non-automated "scraping"; (ii) you will not alter, modify, or distribute any part of the Services; (iii) you will use the Services only for their intended purposes; and (iv) you will otherwise comply with this Agreement.
We shall have no obligation to support your use of the Services in the event that: (i) you modify the Services (or any component thereof) without our prior written consent; (ii) you experience any error caused in whole or in part by persons other than us (including without limitation, your failure to properly enter, transmit or receive data); or (iii) you experience any error caused in whole or in part by your use of the Services in association with operating environments and platforms other than those that we support.
To the extent that the Services incorporates any third-party products, then, in addition to the terms set forth herein, you must comply with any additional terms, restrictions or limitations applicable to such third-party products. We have the right to subcontract performance of hosting and other services, in which event the service levels provided by the applicable third-party providers will be incorporated herein by reference.
You shall procure, install and maintain all client-side connections necessary to access, and otherwise use the Services, including, without limitation, hardware, mobile devices including tablets, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). We are not responsible for Equipment defects, lack of service, or other issues arising from third-party services.
Customer and Authorized Users will maintain the security and confidentiality of, and be responsible for maintaining their Equipment, usernames and passwords (including but not limited to administrative user passwords), and shall notify Digiphile immediately if any become lost or stolen. Digiphile shall not be responsible for any unauthorized access to your account(s) because of circumstances described in this paragraph, or because of the failure of any Equipment.
You are solely responsible for obtaining and maintaining internet access to use the Site and Services and for providing all equipment necessary to obtain and maintain such internet access. Digiphile does not and cannot control the flow of data to or from Digiphile’s network, designated hosting facility and/or other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Your connections to the internet (or portions thereof). Digiphile agrees to use commercially reasonable efforts to take any actions it deems appropriate to remedy and avoid such events. However, Digiphile cannot guarantee that such events will not occur. Accordingly, Digiphile disclaims any and all liability resulting from or related to such events.
Restrictions
In connection with your use of the Site or the Services, you agree that you will not violate any law or regulation which may be applicable to you or to the data you request, provide, or receive.
You agree that you will not distribute, upload, make available or otherwise publish through the Services anything that: (i) is unlawful, or encourage or induce another to engage in anything unlawful in or through the Services; (ii) contains a virus or any other similar malicious software that may damage the operation of our or another’s computers; (iii) infringes upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity; (iv) is false, inaccurate, fraudulent or misleading; or (v) is libelous, defamatory, obscene, inappropriate, abusing, harassing, threatening or bullying.
You agree that you will not: (i) modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services or Site; (ii) interfere with or disrupt the operation of the Site or the Services, including restricting or inhibiting any other person from using the same by means of hacking or defacing; (iii) transmit to or make available in connection with any Services any denial-of-service attack, virus, worm, Trojan horse or other harmful code or activity; (iv) attempt to probe, scan or test the vulnerability of the Services or Site, or breach our security or authentication measures; (v) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as determined in our sole discretion; (vi) harvest or collect the email addresses or other personal data of other users of the Services without written permission from Digiphile; (vii) submit or post false, incomplete, or misleading information, or otherwise provide such information to us; (viii) impersonate any other person, entity, business, or governmental entity; (ix) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services; (viii) bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (x) circumvent Service limitations on the number of Products you may purchase, including, without limitation, creating multiple accounts and purchasing a total number of Products through such multiple accounts which exceed the per-user limitations; and (xi) except as otherwise specifically set forth in a licensor's end user license agreement for a Product, as otherwise agreed upon by a licensor in writing, or as otherwise allowed under applicable law, distributing, transmitting, copying (other than re-installing software or files previously purchased by you through the Services on computers, mobile or tablet devices owned by you, or creating backup copies of such software or files for your own personal use) or otherwise exploiting the Services in any manner other than for your own private, non-commercial, personal use.
You will not engage in text or data mining, or web scraping. This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us. You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or the Services. This includes using (or permitting, authorizing or attempting the use of): (i) any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to Digiphile servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Digiphile grants the operators of public search engines revocable permission to use spiders to copy materials from Digiphile for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials) (ii) any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; and (iii) the provisions in this clause should be treated as an express reservation of our rights in this regard.
You agree that you are not licensed or permitted to access any portion of the Site that we have not made public or the Services that are not accessible to users (whether registered or not), and you may not attempt to override any security measures we have in place.
Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Services shall not be limited to violations of this Restrictions section.
YOU ACKNOWLEDGE AND AGREE THAT DIGIPHILE HAS THE ABSOLUTE RIGHT IN ITS SOLE DISCRETION, WITHOUT ANY LIABILITY TO YOU OF ANY KIND AND IN ADDITION TO ALL OF ITS OTHER RIGHTS UNDER THIS AGREEMENT, IN LAW AND AT EQUITY, TO CANCEL ANY AND ALL DOWNLOAD PAGES, PRODUCT KEYS OR REDEMPTION CODES FOR PRODUCTS YOU HAVE PURCHASED SHOULD DIGIPHILE DETERMINE IN ITS SOLE DISCRETION THAT YOU HAVE VIOLATED ANY OF THESE RESTRICTIONS OR VIOLATED ANY APPLICABLE LAW.
Termination of Service or Access
We may, without prior notice and at our sole discretion, change the Service; stop facilitating the Service or features of the Service, to you or to users generally; suspend or terminate your account if it would be in the best interests of our Services; or create usage limits for the Service, including, without limitation, limiting the number of products you may purchase at any given time or under any given account or set of accounts. We may permanently or temporarily terminate or suspend your account, for any reason at any time upon our sole discretion, without any notice and liability, if you, including but not limited to: violate any provision of this Agreement; commit or are suspected of committing user fraud; resell or are suspected of reselling an account for profit; or violate or are suspected of violating any other applicable law . Upon termination for any reason or no reason, you continue to be bound by this Agreement. We may at our sole discretion reinstate a suspended account.
Your Information
The Services are only for sales of products or product rights in varying electronic media including, without limitation, video games, books, movies, music, and television programs (collectively, "Products") to you and other end user customers for personal, non-commercial use. The personal information you submit to the Service is subject to Digiphile’s Privacy Policy at www.digiphile.co/privacy-policy, which is expressly made part of this Agreement. You agree to provide accurate, current, and complete information required to register with the Services and at other points as may be required in the course of using the Services.
Objectionable Material
You understand and agree that by using the Services and Products, you may encounter content that may be deemed mature, offensive, sexually explicit, indecent, violent, or objectionable in other aspects. The provider states when a Product may not be appropriate for all ages, but the content may or may not be clearly identified as containing (including but not limited to) strong language, violence, mature, offensive, sexually explicit or adult subject matters. Your exposure to the aforementioned may be due to the content of the Products or your interactions with other users in the course of using the Products. You must be 18 years or older to purchase (whether separately or in a bundle) Products that contain mature content. You acknowledge that you are legally 18 years or older upon purchase of such Products. You agree to use the Services at your sole risk and that Digiphile shall have no liability to you for content that may be found to be mature, offensive, sexually explicit, indecent, violent, or objectionable in other aspects.
Product Requirements
Use of the Services and/or Products requires a compatible computer, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining patches, updates or upgrades from time to time. Because use of the Services and/or Products involves hardware, software, and Internet access (high speed Internet access is strongly recommended), your ability to use the Services and/or Products may be affected by these factors. You are responsible for being aware of any particular system requirements of any Product and for your ability to meet such requirements, which may change from time to time. Applicable system requirements at the time of purchase can be found on the information page for each Product. Certain Products also may require you to register an account with a third party (which may require an initial and/or ongoing fee) or to install third party software and content in connection with their use. Digiphile does not assume any responsibility or liability for any such fee, account or third-party software or content. Physical copies of Products are not available.
Links to Third Party Sites
For your convenience, the Services may contain links to the websites of third parties from which you may be able to obtain information or use services. Except as otherwise noted, such third-party websites, and such information and services are provided by organizations that are independent of us. We do not make any representations or warranties concerning such websites. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, we cannot censor or edit the content of any third-party site. Therefore, we make no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers. Any linking to or from any such off-site pages or other websites by you is at your own risk. By using the Services and the Site, you expressly relieve us from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Services, and to read the agreements and privacy policy of each other website that you visit.
Payment and Delivery
In these Terms of Service, "total amount paid" means the amount collected from a user which includes the purchase price together with any amount donated to charity or additional developer support plus any applicable taxes and "purchase price" means the price of the Product.
(i) Pricing of Products. Your purchase price will include the price of the Product plus any applicable taxes in effect on the time of purchase, and based on country data you provide on your download page. Digiphile reserves the right to change prices and availability of Products at any time. Failure on Digiphile’s part to invoice you for any applicable taxes does not relieve you of the liability to pay such taxes, and you must pay to the applicable taxing authority any such taxes which may be due as a result of your purchase through the Service.
(ii) Orders. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Digiphile reserves the right at any time after receipt of your order to accept or decline your order for any reason. We may require additional verification or information before accepting any order.
(iii) Payment for Products. The Services use credit card or debit card, and other payment providers as may be indicated on the purchase page. You agree to pay for all Products you purchase through the Services, and that Digiphile may charge your chosen payment method for any Products purchased, and for any additional amounts (including any taxes, late fees, and any amounts donated to charity as applicable) as may be accrued by or in connection with your account. All fees will be billed to the payment method you designate during the checkout process. Billing to your selected payment method occurs at the time of purchase. Digiphile reserves the right to change the payment methods offered at any time. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
(iv) Purchase as Gifts. Users can purchase additional Digiphile products as gifts to send by email to a recipient of the user's choice. To accept the gift, recipients will need to create an account on Digiphile or redeem to an existing account within 30 days of receipt. If the recipient does not accept the gift, it will be returned to the user purchasing the gift and is subject to the key expiration policy in this Agreement.
**Charitable Sales Promotions **
Under the terms of its charitable sales promotions, Digiphile will remit all funds designated for a particular charity, less any applicable taxes, purchaser refunds/credits, and processing fees in accordance with the instructions of the customer. There are no maximum amounts which Digiphile will remit to a particular charity under the terms of its charitable sales promotions; provided, Digiphile, in its discretion, will donate a minimum of five percent (5%) of revenue per bundle of Products sold. Digiphile will not have use of the funds which are designated for a charity by the customer. Digiphile will remit your donation to the featured charity organization or to a charitable fund chosen by Digiphile who will make every effort to grant the funds to the designated charity. In these instances, like all donor-directed funds, the fund would retain ultimate discretion and control over the use of the donations it receives from Digiphile, and may redirect funds to a similar qualifying charitable organization if it is unable to follow the recommendation. You will not be entitled to a tax deduction for contributions made by Digiphile to any charity or donor-directed fund.
Delivery of Products
On occasion, technical problems may delay, interrupt or prevent the download or activation of your Product. Your exclusive and sole remedy with respect to any Product that is not downloadable or able to be activated within a reasonable period will be either replacement of such Product, store credit or refund, as determined by Digiphile in its sole discretion. Digiphile has no liability for issues encountered with downloading, activating or using Products due to factors beyond its control, including your computer's performance and the speed of your internet connection. In some cases certain Products may be games that are still in development. You understand that in some instances Product release dates may be delayed and that release dates and times posted on the Services are only estimates, and you will not be entitled to any refund for a delayed product release date. Digiphile is not obligated to replace any expired keys. Digiphile’s obligation to deliver any Product to you shall be complete at the time you first receive the information necessary to commence downloading a Product. In all circumstances it is your responsibility to ensure that the Product is correctly and completely installed on your computer. Once a Product is purchased and you receive the Product, it is your responsibility to keep the Product from being misplaced, damaged or destroyed, and Digiphile shall be without liability to you in the event of any loss, damage or destruction.
Key Expiration & Exchange Credit
Unless otherwise stated on the Product page, Steam keys associated with a sales promotion must be redeemed or gifted within ninety (90) days from the start of that promotional window (“Redemption Window”). After the Redemption Window, any unredeemed keys expire and are no longer accessible to the buyer. Digiphile, in its sole and absolute discretion, may designate Steam keys to apply only to specific Products or Product types. Steam keys may not apply to all Products.
If you verify, using Digiphile’s additional Steam check, that a game from a recent purchase already exists in your Steam library, you may be provided the option to trade that key for Digiphile Exchange credit usable toward eligible titles from past or future promotions. Exchange availability, eligibility, and any per-promotion trade-in limits will be as posted on the Site and may change from time to time in Digiphile’s discretion.
Please note, there is a trade-in limit per sales promotion and Digiphile reserves the right to adjust trade-in limits in its sole and absolute discretion.
Refunds
Certain restrictions apply to digital products sold through our Site. Refunds or credits will be issued solely at the discretion of Digiphile. Refunds may be offered, in Digiphile’s discretion, if all the following conditions are met: (i) the game has not been activated or downloaded; (ii) the time of your request for refund/credit is no more than 14 days from time of purchase; (iii) other platforms required to access the Product have not withdrawn the Product from their online catalogue within 14 days of your purchase; or (iv) we find your request reasonable due to special circumstances.
No Ongoing Obligations
Notwithstanding any other provision of these Terms of Service, Digiphile and its licensors reserve the right, without liability to you, to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of or sold through the Services at any time without notice. In the event that Digiphile changes any part of the Services or discontinues a Service, which Digiphile may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that Digiphile shall have no liability to you in such case. You understand that nothing in these Terms of Service entitles you to any future updates, versions or enhancements to any Products. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.
Account Takeover Protection
All users should safeguard their username, password, and authentication information. If you suspect fraudulent activity on your account, please reach out to us at Digiphile for assistance to reset your password and revoke keys that were fraudulently claimed. Digiphile can restore legitimate purchased Products or Services from the last 14 days. If your account has been hacked and fraudulent purchases have been made, Digiphile may, in its discretion, issue a refund within 60 days. Digiphile may, in its discretion, re-issue keys for the Products if Digiphile has such Products in stock. It is your responsibility to maintain and secure your Digiphile account.
Term and Termination
If you fail, or Digiphile, in its sole and absolute discretion, determines or suspects that you have failed, to comply with any of these Terms of Service, including but not limited to failure to make payment of fees due, failure to provide Digiphile with a valid payment method, failure to safeguard your download page, or violation of our usage rules or any license to the software, Digiphile, at its sole discretion, without notice to you may: (i) terminate these Terms of Service and/or your download page, and you will remain liable for all amounts due up to and including the date of termination; and/or (ii) preclude access to the Services (or any part thereof). No such termination by Digiphile shall limit any other rights Digiphile may have in law or at equity.
You may terminate these Terms of Service by discontinuing all use of the Services and providing notice of such to Digiphile. Digiphile reserves the right to collect fees, surcharges or costs incurred prior to such termination. You will also remain liable for any charges incurred to your payment providers prior to such termination. You understand and agree that any termination by you or Digiphile will result in your permanent inability to your download page and to download any Products associated therewith, and you will forfeit any right to any Products not already in your possession.
Notwithstanding any termination or expiration of these Terms of Service, the terms which by their nature are intended to survive shall survive.
Disclaimer of Warranties
DIGIPHILE AND ITS LICENSORS DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES AND INFORMATION CONTAINED THEREON AND/OR THE PRODUCTS WILL BE SATISFACTORY, UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME DIGIPHILE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY DIGIPHILE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND DIGIPHILE AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. THIS WILL NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
Limitation of Liability
IN NO CASE SHALL DIGIPHILE, AND ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS (THE "DIGIPHILE PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY PRODUCTS OR SERVICES DELIVERED TO YOU THROUGH THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE DIGIPHILE PARTIES UNDER THESE TERMS EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS OR SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR CERTAIN LIMITATIONS OF LIABILITY, INCLUDING FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS THE LIABILITY OF THE DIGIPHILE PARTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Confidentiality
(a) The term “Confidential Information” means the Services, materials provided through the Services, including customer data, source code, object code, training data, language model prompts, models, algorithms, and systems, our pricing, our customers, and all other information we disclose to you that is designated as confidential or that by its nature would reasonably be expected to be kept confidential.
(b) Notwithstanding the previous paragraph, our Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of yours; (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; (iii) is lawfully disclosed to you by a third party not bound by a duty of non-disclosure; or (iv) is independently developed by you without access to or use of our Confidential Information.
(c) You agree to hold all Confidential Information in confidence. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing your obligations or enjoying your rights under this Agreement. You agree to use the same degree of care in protecting the Confidential Information that you use to protect confidential information of your own of a similar nature and value, but in no event less than a reasonable standard of care to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the provisions of this Agreement. You represent that you have, with each of your employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable you to comply with all of the confidentiality terms hereof.
(d) Notwithstanding the foregoing, you may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you provide us with prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.
(e) After termination or expiration of your account, you shall return any Confidential Information in your possession or control to us.
Indemnification
You shall indemnify, defend, and hold harmless Digiphile and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, and each of their respective successors and assigns from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with your breach of these Terms of Service. The indemnity obligations in this paragraph may be preempted by applicable law.
Privacy and Feedback License
Personal Information collected in connection with your use of the Site shall be processed in accordance with the disclosures set forth in the Digiphile’s Privacy Policy. You represent and warrant that you shall, in relation to any personal information shared with Digiphile, provide all notices, obtain all consents, and take all other steps required by applicable laws in relation to the collection, processing, sharing with, and submission to Digiphile, and Digiphile’s use of the personal information.
We consider any suggestions, ideas, proposals, content or other material or information submitted by you, whether solicited or unsolicited, (collectively, the “Feedback”) to be non-confidential and non-proprietary. We shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Digiphile a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
Intellectual Property
Digiphile has and shall retain all right, title and interest in and to the Site and Services (collectively “Digiphile Intellectual Property”). Except for the limited rights granted herein or in products provided by third-parties which are governed by the third-parties’ own agreements, nothing in these Terms of Service or your use of the Site or Services grants you a right or license to use any of Digiphile Intellectual Property.
Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The “look and feel” of the Services and Site (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, services names, trademarks and service marks within the Services (“Marks”) are either our property or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that (i) the software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to such software (the “Software”), (ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and (iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you but instead gives you only the limited use rights set forth herein.
You acknowledge our proprietary rights in the Services and associated documentation and materials and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Services that we subsequently incorporate into the Services (or any other software or service), you hereby acknowledge that (i) we shall own, and have all rights to use such suggestions and the Services incorporating such new features, functionality or performance; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon us. You shall not sell, assign, rent, lease, act as a service bureau, grant rights, or otherwise transfer or distribute the Services or associated documentation, in whole or in part, without prior authorization in writing from us and the licensors of a Service. In the event of any breach of this paragraph, you agree that we will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against you, in addition to any other remedies available.
Disputes, Governing Law, and Jurisdiction
The laws of the State of California shall govern this Agreement. Any legal proceeding or arbitration shall be held in Los Angeles, California (the “Dispute Resolution Location”). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Services, the Site, or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
You agree that any claim or dispute arising out of or relating in any way to your use of the Site or the Services, or under these Terms of Service, will be resolved solely and exclusively by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified below. You consent to our delivery to you of any communications or notices we send to any email address you have registered with us or, at our discretion, to whatever mailing address we have been provided by you.
Arbitration under this Agreement will be conducted by the JAMS Resolution Center (“JAMS”) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the JAM’s rules.
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
Any dispute or alleged claim you may have with respect to your access or use of the Services or the Site must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.
Nothing in the foregoing shall exclude or restrict rights you have under local law that cannot be excluded or restricted. If you are a consumer, you may be entitled under law to bring claims against Digiphile in the courts and pursuant to the governing law of your residence.
If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing Party will be entitled to reasonable fees of attorneys and related costs and expenses in addition to any other relief to which such prevailing Party may be entitled. Notwithstanding the foregoing, in any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.
General
(a) Relationship Between The Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either Party hold itself out as an agent, partner, or joint venture party of the other Party.
(b) Other Agreements. If the terms of this Agreement conflict with the terms of any similar agreement which has been duly executed by us and which governs the relationship between us and you, the terms of such specific agreement shall prevail to the extent of such conflict.
(c) Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
(d) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties.
(e) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.
(f) Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, not to be unreasonably withheld; except, however, either Party may assign this Agreement in its entirety, without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the restrictions in this Section, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any other attempt to transfer or assign is void. If a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other Party, then the other Party may terminate this Agreement upon written notice.
(g) Force Majeure. We shall not be in default or otherwise liable for any delay in or failure of our performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond our control. You acknowledge that the performance of certain of our obligations may require the cooperation of third parties designated by you and outside our control. In the event such third parties fail to cooperate with us in a manner that reasonably permits us to perform our obligations, such failures shall be considered as causes beyond our reasonable control for the purposes of this paragraph, and shall not be the basis for a determination that we are in breach of any of our obligations under this Agreement or are otherwise liable.
(h) Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.
(i) Notices and Contact. All legal notices given by you or required under this Agreement shall be in writing and addressed to: Digiphile LLC, Attention: Alex Hill at 11060 Adoree St. Norwalk, CA 90650 and by email to legal@digiphile.co. Pursuant to the Digital Millenium Copyright Act (17 U.S.C. section 512(c)), the agent is the individual named in this paragraph and any copyright owner may provide notice as described in the act for copyright infringement claims.