Terms of Service

By signing in to use any of Double Technologies Inc’s (“Double” or the “Provider”) products and services (the “Product”), you (the “Customer”) are agreeing to the Terms of Service outlined in this document.

2.1 Access and Use. During the Subscription Period and subject to the Use Limitations, Customer may (a) access and use the Product; and (b) copy and use the included Software and Documentation only as needed to access and use the Product, in each case, for its internal business purposes and only if Customer complies with the terms of this Agreement.

2.2 Service Level. If there is an SLA and the Product does not meet the SLA, Provider will provide the remedies outlined in the SLA and will not be responsible for any other remedies. Any credits earned under the SLA will only apply to future invoices and expire if the Agreement ends. In any event, if the Product is temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond Provider’s reasonable control, no SLA remedies will accrue. Provider will try to inform Customer before scheduled service disruptions through the Product or by email.

2.3 Support. During the Subscription Period, Provider will provide Technical Support as required.

2.4 Customer Account. Customer is responsible for all actions on their account, including compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. Customer will register only for a single account for the Product at a time, Provider may suspend or terminate any additional accounts.

2.6 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users. The Provider will abide by the terms laid in the Privacy Policy when handling any of the Customer data.

2.7 Customer Content. Provider may copy, display, modify, and use Customer Content with Customer consent, to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

3.1 Restrictions on Customer.

(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone else to):

(i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);

(ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;

(iii) remove any proprietary notices or labels;

(iv) copy, modify, or create derivative works of the Product;

(v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;

(vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization;

(vii) use the Product to develop a competing service or product;

(viii) use the Product with any High Risk Activities or with activity prohibited by Applicable Laws;

(ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or

(x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

(xi) use the Product in ways other than its intended purpose of programming and software engineer.

(b) Customer’s use of the Product must comply with all Documentation and the Acceptable Use Policy, if any.

3.2 Suspension. If Customer:

(a) has an outstanding, undisputed balance on its account for more than 30 days after the Payment Period;

(b) breaches Section 3.1 (Restrictions on Customer); or

(c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others,

then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.

4.1 Privacy & Security. Provider will comply with the Privacy Policy.

5.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Provider will send invoices for fees applicable to the Product once per Invoice Period in advance starting on the Subscription Start Date.

5.2 Payment. Customer will pay Provider the fees and taxes in each invoice in U.S. Dollars within the Payment Period.

5.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.

5.4 Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

6.1 Subscription Period. Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

6.2 Agreement Term. This Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended.

6.3 Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition, either party may terminate an affected Order Form if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days, and Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination.

6.4 Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:

(a) Customer will no longer have any right to use the Product, or receive Technical Support.

(b) Upon Customer’s request, Provider will delete Customer Content within 60 days.

(c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.

(d) Provider will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).

6.5 Survival.

(a) The following sections will survive expiration or termination of the Agreement: Section 2.6 (Feedback and Usage Data), Section 3.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), and Section 14 (General Terms).

(b) Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) will continue to apply to retained Confidential Information.

7.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

7.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

7.3 From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Product during a Subscription Period.

7.4 Provider Warranty Remedy. If Provider breaches a warranty in Section 7.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Product. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. Provider’s restoration and reperformance obligations, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranties in Section 7.3.

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7.3 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 7, Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

9.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.

9.2 Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, Provider may update Technical Support, the SLA, the Security Policy, or the Acceptable Use Policy by giving Customer 30 days prior notice. During the 30-day notice period, Customer may terminate the Agreement or affected Order Form upon notice if the update is a material reduction from the prior version and Provider cannot reasonably restore the prior version or a comparable alternative. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

9.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

9.4 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.

9.5 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay fees.

9.6 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.