Welcome to Duedilify!

Duedilify (“Our Service”, “We”, “Us”) provides simplified strategic planning tools that allows entrepreneurs and small business owners to understand their markets and develop strategies to grow their businesses.

This document, the Duedilify Terms of Service (“Terms”), outlines the terms regarding your use of our services. These Terms are a legally binding contract between you and Duedilify, so please read carefully. If you do not agree with these Terms, do not register for or use any of Our Service.

You agree that by clicking “Sign Up”, “Register”, or similar, registering, accessing, or using Our Service, you are agreeing to enter into a legally binding contract with Duedilify (even if you are using Our Service on behalf of a company). If you do not agree to these Terms do not click “Sign Up” (or similar) and do not access or otherwise use any of Our Service. If you wish to terminate this contract, you can do so at any time by closing your account and no longer accessing or using Our Service.

If you are using Our Service on behalf of an organization, you are agreeing to these Terms for that organization and promising to Duedilify that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of Our Service.

1. Privacy

In order to operate and provide Our Service, we collect certain information about you. We use and protect that information as described in our Privacy Policy. You acknowledge your use of Our Service is subject to our Privacy Policy and understand that it identifies how Duedilify collects, stores, and uses certain information.

2. Changes to these Terms

We reserve the right to modify these Terms. We will post the most current version of these Terms at www.duedilify.com (“Our Website”). If we make material changes to these Terms, we will notify you via Our Service and/or by email to the address associated with your account. If you do not accept the changes, you must stop using Our Service and cancel using the Cancel Subscription feature within your account. Your continued use of Our Service after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

3. Your Account

In order to access or use some services of Our Website, you may have to create an account. Should you create an account, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by Our Website’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. The first user of the account is automatically assigned as the Account administrator (the “Admin”).

When creating an account, you will be asked to provide an email address and create a secret password. Your email address will become your username. You are solely responsible for maintaining the confidentiality of your account, username, and password. You may not share, loan or transfer your username or password. You agree to immediately notify Us of any unauthorized use of your password or any other breach of security. Duedilify cannot and will not be liable for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your account, either with or without your knowledge, prior to you notifying Us of unauthorized access to your account.

4. Email Selected for Your Account

You get to choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work or school) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after a reasonable attempt to notify you of the change. Fourteen (14) days after that attempted notice, if you do not respond or change the email address associated with your account, your account may be deactivated, and Content associated with your account may be deleted.

If an organization provided you with your account (e.g., an employer or school), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

5. Consent to Electronic Communications and Solicitation

By registering with Duedilify or signing up for services, you understand and consent to us sending you (including via email) information regarding Our Service, such as: (a) notices about your use of Our Service, including notices of violations of use; (b) updates to Our Service and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding Duedilify's products and services. Please review your settings in your account to control the messages you receive from us or you may choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communication s by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than advertising and marketing materials) electronically, you must stop using Our Service.

6. Content

We call all the electronic documents that you upload and store on your account “Content”. All Content uploaded by you into your account is yours. We don't control, verify, or endorse the Content that you or others put on Our Service. You are responsible for: (a) all Content in your Duedilify account(s) and that you share through Our Service and (b) making sure that you have all the rights you need in relation to the Content. In addition, by storing, using or transmitting Content you confirm that you will not violate any law or these Terms. You agree that when you share your Content, you may be allowing other people to access and use your Content in any way without further restriction or compensation to you.

You agree to provide Duedilify (as well as agents or service providers acting on Duedilify’s behalf to provide Our Service) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of Our Service but only: (i) as necessary for us to provide Our Service, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, and/or (iv) to respond to an emergency.

7. Acceptable Use Policy

You agree you will not, nor will you encourage others or assist others to, harm Our Service or use Our Service to harm others. For example, you must not use Our Service to harm, threaten, or harass another person, organization or Duedilify and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair Our Service (or any network connected to Our Service); (b) resell or redistribute Our Service or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to Our Service or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Duedilify) to access or use Our Service; (e) use Our Service beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use Our Service to, and/or cause Duedilify to, violate any law or distribute any malware or malicious Content; or (g) distribute, post, share information or Content illegally or without permission.

As part of our efforts to protect Our Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from Our Service.

We also reserve the right to deactivate, change and/or require you to change your Duedilify user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through Our Service.

You also agree that if you learn of any unauthorized or unacceptable use of any account, Content or Our Service, you will promptly contact Duedilify Support and take all reasonable steps to cooperate with Duedilify and assist in the termination of such use.

8. Suspension and Termination of Our Service

We reserve the right to suspend or terminate your access to Our Service at any time in our sole discretion if a) you are in breach of these Terms; or b) your use of Our Service could cause a risk of harm or loss to Duedilify or our other users; or c) Duedilify declines to renew your Subscription Period. When reasonable and as permitted by law, Duedilify will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to Duedilify’s decision. We will not be able to provide this advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for Duedilify, or if providing notice would compromise our ability to provide Our Service to our other users. For the avoidance of doubt, Duedilify may still make a determination that it does not want to continue offering you access to Our Service at any time for any or no reason.

You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with Our Service.

Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy terms in Section 10. You must make such request within fourteen (14) days following termination otherwise, any Content you have stored with Our Service may not be retrievable and we will have no obligation to maintain Content stored in your account after this fourteen (14) day period.

9. Updates to Our Service

We can make necessary deployments of changes, updates or enhancements to Our Service at any time. We may also add or remove functionalities or features, or we may suspend or stop Our Service altogether.

10. Duedilify Proprietary Rights

All contents of Our Website and Our Service including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Duedilify Confidential Information belong to Duedilify, and/or its suppliers, affiliates, or licensors.

Duedilify or its licensors own and reserve all rights, title and interest in and to Our Service and all hardware, software and other items used to provide Our Service, other than the rights we expressly grant to you to use Our Service and Duedilify Confidential Information. No title to or ownership of any proprietary rights related to Our Service or Duedilify Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions and recommendations to Duedilify about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning this Feedback to Duedilify.

11. No Warranty or Conditions

TO THE EXTENT NOT PROHIBITED BY LAW, DUEDILIFY AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE OUR SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT OUR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICE.

12. Indemnification

To the extent not prohibited by law, you will defend Duedilify against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of Our Service: (a) infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Duedilify's actions); or (b) violates applicable law or these Terms. Duedilify will reasonably notify you of any such claim or demand that is subject to your indemnification obligation of which it becomes aware.

13. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL DUEDILIFY, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF DUEDILIFY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF DUEDILIFY AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, RELATING TO OUR SERVICE WILL BE LIMITED TO THE GREATER OF: (A) ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 USD). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

14. Dispute Resolution and Governing Law

You must comply with all domestic and international export laws and regulations that apply to your use of Our Service, such as software. These laws include restrictions on destinations, end users, and end use.

You agree that the Terms, and your relationship with Duedilify, shall be governed by the laws of Canada without regard to its conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms. We both agree that all claims can only be litigated in Ontario, Canada and we each agree to personal jurisdiction of the courts located within Ontario, Canada. However, you agree that Duedilify can apply for injunctive remedies in any jurisdiction.

15. Severability

If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

16. Third-Party Services

Duedilify may make available to you optional third-party applications, services, or products for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of Our Service and your use (and any exchange of any information, license, payments, etc.) is solely between you and the applicable third-party provider. Duedilify makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.

17. Fees

Duedilify offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees“) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Duedilify quoted at the time of purchase. Duedilify reserves the right to change the eligible currencies at any time.

Duedilify reserves the right to change its prices at any time; however, if we have offered a specific duration and Fee for your use of Our Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of Our Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using Our Service and cancel using the Cancel Subscription feature within your account. If you cancel, your Service ends at the end of your current subscription period. We do not offer credits nor refunds.

If you do not cancel in accordance with these Terms, the subscription for Our Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

18. Billing/Payment

If you select a paid Service, you must provide our third-party payment processors with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us and our third-party payment processors to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Duedilify has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

19. Subscription Period

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the Duedilify Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

You cannot switch your plan until the end of the term of the plan.

20. Duedilify Subscription Specific Terms

If you are purchasing a Duedilify subscription plan, the following additional terms apply to you:

You: (a) are required to have a Duedilify account for each user; (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased; (c) are responsible for setting your configurations of the Duedilify Service; and (d) are responsible for managing any of your devices and/or any systems that you use to access the Duedilify Service.

If Duedilify provides you with a report showing that your organization has more users than purchased accounts, then you will promptly (but in any event with seven (7) days of receiving such report) purchase additional accounts or inactivate the excess accounts.

If your organization has more users than purchased accounts, Duedilify may place reasonable restrictions on your account until you adequately address your excess users (such as restricting or limiting your organization’s ability to deploy additional accounts).

---

Last Updated: July 12, 2021