Terms of Service

Introduction

These Terms of Service (“Terms”) are a legal agreement between Softydev, located in 17, Rue Belvédère Résidence, Roches noires, Casablanca, Morocco and the person or entity agreeing to the terms herein (“Customer”, “You” or “you”). By using or accessing any part of Delego (the “Service”), You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained in these Terms and their Annexes. If You do not agree to these Terms, You must not use or access the Service. If You are entering into these Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms.

Description of Service

Delego is an online document delegation solution for Google Drive owned by Softydev, comprising multiple components including, but not limited to, a Web application, a Chrome extension, and any such additional module that Softydev may release to its customers from time to time. The Service is provided subject to these Terms and solely for Your internal business purposes. You may connect to the Service using any Internet browser supported by the Service.

The Service requires one or more Google Gmail accounts that will be the owner(s) of all files managed by the Service. The Service manages all the files for You in the Google Drive account(s) that You will assign to Softydev when You deploy Softydev. You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Service.

Modifications

To these Terms: Softydev reserves the right to update and change the Terms of Service upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website http://www.delego.io/terms-of-service. You may terminate your us of the Service if the Terms are modified in a manner that substantially affects your rights in connection with use of the Service. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at http://www.delego.io/terms-of-service.

To the Service: Softydev may make changes to the Service from time to time. Softydev will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.

Use of the Service

Access to Service:Access to the Service is only available to the Customer and the end users (“Users”) to whom Customer has purchased individual user licenses and granted access, and limited to the components that are included in the licenses Customer has purchased. Upon registration with Softydev, Customer will specify the email address (the “Account”), which will be granted access to the Service. Customer is solely responsible for granting the Service access to Customer’s Google Drive files and revoking such access when Customer ceases use of the Service. Customer agrees to notify Softydev if Customer’s account is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of its Account, or if Customer learns of any other breach of security in relation to the Service. Customer is solely responsible for any and all activities that occur through the use of Customer’s Account. Softydev has no control over the administration operations carried out by Customer on Customer’s Google Account. Such operations may negatively impact the Service’s performance, safety and efficacy and are carried out at Customer’s own risk.

License to Customer: Subject to Customer’s compliance with these Terms and the Google Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, Customer’s payment of all applicable fees, directly to Softydev or indirectly to a reseller as applicable, Softydev hereby grants Customer a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the Service, solely for Customer’s own internal use, and not for timesharing, application service provider or service bureau use.

Customer is at all times fully responsible and liable for all acts and omissions by Users to whom Customer has granted access to the Service and Customer agrees to indemnify Softydev for all claims and losses related to any such acts and/or omissions

Each user license ordered by Customer is specific to the email address of only one User.

Once a User has accessed the Service, such User’s license shall be deemed utilized until expiration of the applicable license term. Customer acknowledges that if the number of User Licenses ordered by Customer is insufficient to provide access to the Service to all Users, Users without License might be denied access to the Service. The Service shall be deemed accessed by User if and when (i) User accesses any functionality of the Service through any User interface or any add-on plug-in connected to the Service through the Service’s APIs, or (ii) User accesses a Google Drive file managed by the Service, or (iii) User accesses a document (regardless of where such document is located) held in any system that originates, directly or indirectly, from a document control process managed by the Service.
Softydev reserves the right to terminate unpaid Accounts and Accounts that are inactive for a continuous period of ninety (90) days. Softydev will delete the hosted content controlled by Softydev on Softydev’s system promptly (with the understanding that certain backup copies of such content maintained by Softydev’s cloud providers may require some additional time to be deleted) after any termination or expiration of these Terms

Customer shall be responsible for revoking the Service’s access to Customer’s Google Account data and files. Notwithstanding the foregoing, Softydev may retain a copy of Customer metadata and audit log information stored in standard archival or computer back-up systems pursuant applicable law and regulations and/or Softydev’s document retention policies.

Restrictions on Use

Restrictions on Use of Delego: You acknowledge that Delego relies on the functioning of Google Drive and that should Your use of Google’s Drive Service be in violation of Google’s applicable terms of service, there may be disruptions in the use of Delego. In addition to all other terms and conditions contained herein, you shall not and shall not permit others to:

  • copy, modify, adapt, translate or otherwise create derivative works of the Service

  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service

  • rent, lease, sell, assign or otherwise transfer rights in or to the Service or its functional equivalent

  • attempt to create a substitute or similar service through use of, or access to, the Service

  • remove any proprietary notices or labels from the Service

  • use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service

  • USE THE SERVICE IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR IN-LINE MANUFACTURING IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE OR HIGH NON FATAL DAMAGES (“HIGH RISK ACTIVITIES”). SOFTYDEV SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES;

  • use the Service for spamming or any other illegal or unauthorized purpose or engage in illegal or deceptive trade practices;

  • use of the Service in violation of any laws in your jurisdiction (including but not limited to copyright laws);

  • process or store any content on or through the Service that is subject to the International Traffic in Arms Regulations maintained by the Department of State;

  • use the Service to store or transfer any content that is controlled for export laws;

This list of prohibitions provides examples and is not complete or exclusive. If you intend to use the Service for any purpose or in any manner involving Protected Health Information, as defined in the Health Insurance Portability and Accountability Act (“HIPAA”), it is your responsibility to (a) execute a Business Associate Agreement (“BAA”) with Google related to your HIPAA data stored in Google Drive, and (b) execute a Business Associate Agreement with Softydev related to your HIPAA data stored on the Service. Please send your request for a BAA to *insert email address*.

Restrictions on Use of Google Drive: You understand and agree that your use of the Service requires the use of Google Drive. You agree that you shall not and shall not permit others to:

  • copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of Google Drive or any component thereof;

  • use the Google Drive or any component thereof IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR IN-LINE MANUFACTURING IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE OR HIGH NON FATAL DAMAGES (“HIGH RISK ACTIVITIES”). SOFTYDEV SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES;

  • sublicense, resell, or distribute Google Drive or any component thereof;

  • use Google Drive or any component thereof to create, train, or improve (directly or indirectly) a substantially similar product or service, including any machine translation engine;

  • access Google Drive or any component thereof in a manner intended to avoid incurring fees;

  • use Google Drive or any component thereof to operate or enable any telecommunications service or in connection with any application that allows end users to place calls to or to receive calls from any public switched telephone network; or

  • process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S Department of State or any other applicable law.

Softydev reserves the right to suspend or terminate your access to Service with or without cause and with or without notice, for any reason or no reason, or for any action that Softydev determines is inappropriate or disruptive to the Service or to any other user of this Service. Google may suspend your Google Drive account if: (a) your use of Google Drive is in violation of Google’s Acceptable Use Policy, which could disrupt: (i) Google Drive; (ii) other users’ use of Google Drive; or (iii) the Google network or servers used to provide Google Drive services; or (b) there is unauthorized third party access to Google Drive.

  • You acknowledge and agree that Softydev, in its sole discretion, with or without notice, may establish or revise from time to time general practices and limits concerning your use of the Service, including without limitation, establishing the maximum number of Google Drive operations that can be done on your behalf in a given period of time.

  • Softydev may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Softydev’s discretion, Softydev will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.

  • Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.

  • You agree to indemnify and hold Softydev and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Softydev or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Service or the use of Service by any person using your Account (including without limitation, Your Content (as defined below)) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Suspension

Softydev reserves the right to suspend or terminate Customer’s access to the Service with or without notice if Softydev reasonably determines that:

  • (a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, Softydev, Customer, or any user of the Service;

  • (b) Customer’s or its users’ use of the Service or Customer Content disrupts or poses a security risk to the Service or any user of the Service, may harm Softydev’s systems, or may subject Softydev or any third party to liability;

  • (c) Customer or any User is using the Service for fraudulent or illegal activities;

  • (d) Customer or any User is causing performance disruptions in the Service or in Google Drive by using the Service in a way that is not recommended;

  • (e) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;

  • (f) Customer or any User is using the Service or other Softydev property in breach of this Agreement;

  • or (g) Customer is in default of its payment obligations hereunder (collectively, “Service Suspensions”).
Softydev will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer, and to provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.

Technical Support Services

  • By Licensee. Customer will, at its own expense, respond to questions and complaints from Users or third parties relating to Customer’s or Users’ use of the Service. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Softydev.

  • By Softydev. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Softydev. Softydev will provide Technical Support Services to Customer.

Subscription terms

Customer agrees to pay the subscription fee applicable to Customers and its Users use of the Service. Such fees will be paid on a periodic basis as agreed with Softydev or with your Softydev reseller when you registered for the Service. In the case of yearly subscription, the subscription fee corresponding to the one year term is due in full at the beginning of the term. The subscription term will be automatically renewed for another yearly term at the then-current list pricing communicated to you upon request, unless Customer sends a written notice of termination at least 30 days before the end of the current term.

In case of non-payment for any reason (including, if applicable, Softydev’s inability to charge your credit card or other payment method for any reason) or any violation of these Terms, Softydev shall be entitled – without liability – to immediately suspend Customer’s and Users’ access to the Service. If you purchase your license to use the Service from Softydev, you hereby expressly agree that Softydev is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service, or charge such fees to your credit card or other payment method designated on your initial registration with the Softydev at regular intervals for the remainder of the term of these Terms. If you cancel your Account at any time, you will not receive any refund.

Customer agrees that Customer’s paid use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Softydev or any Softydev reseller regarding future functionality or features.

Intellectual Property

Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, Softydev own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).

Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Service according to these Terms. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Service constitute trademarks, trade names, service marks or logos (“Marks”) of Softydev or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will insure to us or those other entities. To the extent indicated, any use of third party software provided in connection with the Service will be governed by such third parties’ licenses and not by these Terms of Service. Furthermore, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.

Ownership & Privacy

As between You and Softydev, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service (collectively, “Your Content”). You may not upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant Softydev the limited rights to use Your Content set forth in these Terms.

You agree that Softydev may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant Softydev a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, modify, adapt, reformat, publicly display, publicly perform and create derivative works of Your Content as required for the purpose of providing the Service to you.

You understand and agree that Softydev does not have the ability to grant or revoke the Service’s access to Customer’s Google Drive data and files or other content and materials stored in Customer’s Google account. Therefore, You are solely responsible for granting the Service access to such Google Drive files and revoking such access when You cease use of the Service. Softydev shall not be responsible and shall have no liability for any damages that result from Your failure to grant or revoke such access.

You understand and agree that Softydev may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and Softydev, distribute and disclose Your Content (a) to your Users, and (b) to Softydev service providers who act on Softydev’s behalf in providing the Service.

You hereby consent that, if You choose to become a paying customer of the Service, Softydev may identify You as a Softydev customer (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, and proposals to other current and prospective customers.

If you cancel your Service subscription, your information is no longer used and Softydev will delete your Account and data associated with your Account within ninety (90) days of your cancellation. Please note, however, that some information like billing and subscription may remain with us for accounting and legal reasons.

Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOFTYDEV MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.

Limitation of Liability

IN NO EVENT SHALL SOFTYDEV BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SOFTYDEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SOFTYDEV RELATED TO ANY OF THE SERVICE SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL SOFTYDEV’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER.

Other Terms

Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, acts of government, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

When your principal place of business is located in the European Economic Area (“EEA”), the validity, construction and performance of this Agreement shall be governed by the laws of France and shall be subject to the exclusive jurisdiction of the French courts to which the parties hereby submit, except that a Party may seek an interim injunction in any court of competent jurisdiction.

If your principal place of business is located outside the EEA, these Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by the laws of Morocco. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in Morocco.