Terms of Service
Effective Date: January 1, 2022
Hold up there, pal.
We know it’s super boring to read this stuff, but it’s also super important.
This page explains our terms of service and affect your legal rights. When you use Dirigible, you are agreeing to these terms.
Welcome to Dirigible’s
Terms of Service
We have attempted to make these Terms of Service (“Terms”) as clear and easy to follow as possible, using plain language. If you have any questions about Dirigible, you can always get in touch, but this online page is the source of truth for how you may access and use our service. These terms and conditions are subject to change.
Dirigible is provided by Dirigible Studio, LLC, (collectively “Dirigible”) or “we” or “us”.
These terms and conditions outline the rules and regulations for your use and access to Dirigible’s services, software, sites, plugins, templates, products, applications, tools, and features (hereafter “Dirigible’s Services”) included without limitation on our websites, partner websites and web, mobile and other applications.
By using or accessing Dirigible’s Services, you are agreeing to these Terms, our Community Policy, our Copyright Policy, our Acceptable Use Policy, our Privacy Policy, and our Data Processing Policy which collectively form the “Agreement”.
Please read this entire Agreement carefully! If you are using Dirigible’s Services for or on behalf of an organization or a business, you are agreeing to this Agreement on behalf of that organization or business, and you represent and warrant that you can do so. Whenever you see the words “you”, “your” or similar terms in this Agreement, that refers to this section. If you don’t agree to all of the terms in the total agreement, you may not use or access Dirigible’s Services.
1. Account Terms
1.1 Account Creation
To access and use Dirigible’s Services, you must register for a Dirigible account (“Account”) by providing your full legal name, current address, phone number, a valid email address and any other information as required.
1.2 Account Termination
Dirigible may reject your account application or cancel an existing account for any reason and at our sole discretion.
1.3 Account Eligibility
You must be able to enter into contracts and be over the age of 18 or legal majority (whichever is older) in your jurisdiction where you reside and from where you use Dirigible’s Services. You must be a citizen of the United States and use of Dirigible’s Services must be utilized within The United States.
1.4 Account Communication
You acknowledge that Dirigible will use the email address you provide when you open your account (or the updated address on file in your dashboard) as our method of communicating with you. You must be able to monitor and access this account, and this email account must also be able to send and receive email messages.
1.5 Account Authentication
Your communications with Dirigible must be authenticated by coming from this email address.
1.6 Account Security
You must choose a secure password that is not used by other services or by others in your organization. You are solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords and the passwords of others in your account. Dirigible cannot and will not be held liable for any damages, loss or service interruptions due to your failure to maintain the security of your account and password. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.
1.7 Account Disputes
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine Account ownership. Documentation may include but is not limited to, a scanned copy of your government-issued photo ID, the last four digits of the credit card on file, security questions, your status as an employee of an entity, etc.
1.8 Account Determination
Dirigible retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful services owner If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Dirigible reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
2. Your Responsibilities
2.1 Creating
You are responsible for designing and creating your Dirigible website, online store, and marketing.
2.2 Site Modification
You are responsible for following good practices when modifying your site’s appearance and content. Dirigible is not responsible for design or content recovery due to negligence or lack of knowledge on your or a third-party’s behalf.
2.3 Operating
You are responsible for the operation of your Dirigible website, online store, marketing, and any other services or activities in relation to Dirigible’s Services. Your sites and your end users are your sole responsibility. This includes and is not limited to maintaining public-facing contact information, PCI compliance, GDPR compliance, refund policies, fulfillment policies and customer service policies, complying with local laws and regulations related to both you and your end users.
2.4 Sales
Any contract or sale between you and your customers is directly between you and your buyer.
2.5 Payment Processing
Dirigible is not a payment processor. Any contract for payment processing is between you and the processor. Dirigible is not responsible for the collection of fees, taxes or other payment processing information or collection.
2.6 Content
You are responsible for any and all activity and content on your site. This includes written text, photos, images, videos, graphics, audio, podcasts, code, information, or data that is collected, uploaded, generated, stored, display, distributed, transmitted or exhibited, whether by you, or your users, collectively “User Content”. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via Dirigible’s Services. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on Dirigible’s Services may be protected by others’ rights.
2.7 Follow the Law
You are responsible for knowing and following the law in your jurisdiction. We are not liable for, and cannot provide you with any legal advice regarding your use of Dirigible’s Services or your end users.
3. Your User Content
3.1 Your User Content Is Yours
Your User Content belongs to you, except for the limited rights that enable us to provide, promote and protect Dirigible’s Services. We do not claim any intellectual property rights over the User Content you provide to Dirigible. All User Content you upload to your Dirigible Account remains yours.
3.2 Your License to Dirigible
By uploading User Content, you agree: (a) to allow other internet users to view the User Content you post publicly; (b) to allow Dirigible and its partners and affiliates to store, and in the case of User Content you post publicly, display and use your User Content; and (c) that Dirigible and its partners and affiliates can, at any time, review and delete all the User Content submitted to its Service and Products, although Dirigible is not obligated to do so.
3.3 Featuring Your Site, Products or Work
We may choose to feature Your Site, Products, Work, Name, Trademarks, Service Marks, Logos, Photography, Audio Files and Other Content. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Dirigible Sites or Products, or any portion of Your Dirigible Sites or Products, including without limitation names, trademarks, service marks or logos on Your Dirigible Sites or Products, for the limited purpose of Dirigible’s marketing and promotional activities. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Dirigible Sites and Products and any right of inspection or approval of any such use. This Section does not affect any rights you may have under applicable data protection laws.
4. Dirigible’s Rights
4.1 Use of Our Service or Products is Not Guaranteed
We reserve the right to modify, or terminate Dirigible’s Services for any reason, without notice at any times. Not all services or features are available in every jurisdiction or at all times. We are under no obligation to make any Services, Products or Features available in any jurisdiction. We reserve the right to refuse service to anyone for any reason at any time.
4.2 Service Availability
Dirigible is not responsible for services outages due to third-party providers. We are also not responsible for maintaining backward compatibility with outdated equipment, services, browsers or software providers. Services may not be available in all locations at all times. Dirigible is not responsible for losses, liability or omissions cause by service availability.
4.3 Service Exclusivity
Dirigible reserves the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Dirigible employees and contractors may also be Dirigible customers/merchants and that they may compete with you, although they may not use your Confidential Information in doing so.
4.4 Right to Suspend or Terminate
We may, but have no obligation to, remove materials, suspend access or terminate Accounts if we determine that the goods, services or content that are displayed or uploaded to a Dirigible account, website, service or product violate the Acceptable Use Policy, Community Guidelines or Agreement.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Dirigible customer, Dirigible employee, member, or officer or in relation to your Dirigible services will result in immediate Account termination.
4.5 Right to Remove Content
Dirigible does not pre-screen materials or content, and it is in our sole discretion to refuse or remove any materials or content from Dirigible’s Services.
4.6 Right to Discretion
Any breach or violation of any term in the Terms or Agreement as determined by the sole discretion of Dirigible may result immediate and irrevocable termination of your services.
4.6 Right to Deletion
Dirigible is not responsible for maintaining access or storage of terminated accounts.
5. Dirigible’s Intellectual Property
5.1 Dirigible Studio Owns Dirigible
You may not copy, resell, download, or steal any of the proprietary code base, plugins, themes or other intellectual property including trademarks, trade dress, logos, illustrations, creative collateral, or photography. You may not represent yourself as a Dirigible Partner without express written permission from Dirigible Studio.
5.2 Intellectual Property
The intellectual property rights of the code, themes and plugins remain the property of Dirigible, Dirigible Studio and, where applicable, its third party providers. If you exceed the rights granted by your purchase of the Dirigible Services or Products, we may take legal action against you, and, without prejudice to our other rights or remedies, Dirigible may take administrative action such as modifying your Dirigible Services or terminating your account and access to Dirigible Services.
5.3 Product Suggestions & Feedback
Dirigible wants to hear your ideas and feedback for improving Dirigible Products or services. By submitting ideas or feedback (“Feedback’) to Dirigible or Dirigible Studio via our websites, our social media accounts, our applications, our products, our support portal or via other methods, you acknowledge that under no circumstances shall any disclosure be subject to any responsibility of confidentiality, obligation of payment or compensation. By disclosing or submitting Feedback you waive any and all rights to the Feedback and that Dirigible is free to implement and use the Feedback.
6. Fees
6.1 Subcription Fees
Dirigible is provided as software as service (SAAS) upon prepayment of Subscription Fees.
6.2 Fee Schedule
Subscription Fees are paid in advance and will be billed in 30 day intervals (Monthly Payments) or 365 day intervals (Annual Payments).
6.3 Transaction and Additional Fees
Transaction Fees and Additional Fees, including Late Fees will be charged from time to time at Dirigible’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Account Owners have 14 days to bring up and settle any issues with the billing of Subscription Fees before account termination.
6.4 Payment of Fees
You will pay the Fees applicable to your subscription to Dirigible Services and Products (“Subscription Fees”) and any other applicable fees, including domain names, email service providers, Dirigible Partners or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
6.5 Payment Method
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Dirigible will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Dirigible will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
6.6 Payment Processor
We use third party payment processors (“Payment Processors”) to bill you through a linked payment account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.
6.7 Payment Failure
If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension.
6.8 Outstanding Payment
If the outstanding Fees remain unpaid for 90 days following the date of suspension, Dirigible reserves the right to terminate your Account.
6.9 Taxes
All Fees are exclusive of applicable federal, state, local or other governmental sales, goods and services, other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Dirigible’s Products and Services. To the extent that Dirigible charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Dirigible of your exemption. If you are not charged Taxes by Dirigible, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
6.10 Billing Address
You must maintain an accurate billing address with Dirigible. If you change jurisdictions you must promptly update your location in your account profile.
6.11 Refunds
Dirigible does not provide refunds.
7. Modifications to
Services and
Prices
7.1 Prices are Subject to Change
Prices for using the Services and Products are subject to change upon 30 days notice from Dirigible. Such notice may be provided at any time by posting the changes to the Dirigible Support Site (mydirigible.com) or the via email to the Account Owner’s email address on file.
7.2 Services are Subject to Modification & Discontinuation
Dirigible reserves the right at any time, and from time to time, to modify or discontinue, the Dirigible Services or Products (or any part thereof) with or without notice (unless otherwise required by applicable law).
7.3 Modification Liability
Dirigible, Dirigible Studio and its affiliates and partners shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Dirigible Service and Products, or to third-party services and products.
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8. Termination
8.1 Automatic Renewall
In order to prevent any unintended Service interruptions, this Agreement will automatically renew, but you may still terminate the Agreement at any time in accordance with Section 8.2. The Agreement will renew for successive Renewal Terms each equal to the immediately preceding term unless you provide notification of your intent not to renew no later than 30 days prior to the expiration of the then-current term.
8.2 Your Right to Terminate
You may terminate this agreement at any time via Dirigible Services. We reserve the right to change, suspend, restrict, disable or terminate your use of or access to Dirigible Services.
8.3 Our Right to Terminate
We may terminate the Agreement prior to the end of the Term for any reason at our sole discretion.
8.4 Termination of Access
Once your account has been terminated, you will no longer be able to receive support, gain access to your site or your User Portal, or access support documenation. We are not able to assist you with site migration.
9. Limitation of Liability
9.1 Damages & Loss
You expressly understand and agree that, to the extent permitted by applicable laws, Dirigible, Dirigible Studio and its Partners and Affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use Dirigibles Services & Products.
9.2 Sole Risk
Your use of Dirigible Services and Products is at your sole risk. Dirigible Services and Products are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Dirigible does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
9.3 Errors, Ommissions & Downtime
Dirigible does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
9.4 Tax Liability & Obligations
Dirigible and its Partners and Affiliates are not responsible for any of your tax obligations or liabilities related to the use of Dirigible’s Services.
9.5 Events Beyond Our Control
We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
10. Indemnification
To the fullest extent permitted by law, you agree to indemnify and hold harmless Dirigible, Dirigible Studio, its partners, its affiliates, and its and their directors, officers, employees, and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or related to:
- (a) your violation or breach of this Agreement
- (b) your User Content your End User Content, Your Sites and Your eCommerce;
- (c) any claims by, on behalf of or against your End Users;
- (d) your violation of any law or regulation or the rights or good name of any third party;
- (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which we may be held jointly and severally liable.
11. Rights of Third Parties
Save for Dirigible Studio and its affiliates, Dirigible Users or anyone accessing Dirigible Services or Products pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
12. Dispute Resolution
12.1 Informal Resolution
Before filing a claim against Dirigible, you agree to try to resolve the dispute by first emailing legal@mydirigible.com with a description of your claim. We’ll try to resolve the dispute informally by following up via email. If we can’t resolve the dispute within ninety (90) days of our receipt of your first email, you or Dirigible may then bring a formal proceeding.1
12.2 Mediation
In the event a dispute cannot be resolved informally, you agree to participate mediation in accordance with the mediation procedures of JAMS. The parties agree to share equally in the costs of the mediation.
12.3 Location
Any disputes arising from this contract will be litigated or arbitrated in Dane County, Wisconsin. This agreement shall be governed and construed in accordance with the laws of the State of Wisconsin, USA.
12.4 No Class Actions
By accepting the Dirigible Service or Products and entering into this Agreement, you are giving up the right to bring or participate in a class action lawsuit against us. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. While the prohibition on consolidated or class-wide proceedings in this Agreement will continue to apply if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement.
13. Waiver & Severability
The failure of Dirigible to exercise or enforce any right or provision of the Terms of Service or Agreement shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.
14. Modifications
We may modify this Agreement from time to time, and will post the most current version on our site. The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.
15. Complete Agreement
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Shopify and govern your use of the Services and your Account, superseding any prior agreements between you and Dirigible (including, but not limited to, any prior versions of the Terms of Service).