These Diagnal Engage Trial Terms of Service (this "Agreement") are entered into by DIAGNAL LIMITED
("DIAGNAL") and the entity executing this Agreement ("CUSTOMER"). This Agreement governs
the CUSTOMER use of Diagnal Engage (the "Service") which commences at the time of first acceptance
of this Agreement and continues as long as the CUSTOMER makes use of the Service. By using
the Service with a registered username, the CUSTOMER accepts this entire Agreement and asserts
it is authorized to act on behalf of, and bind to this Agreement, any entity making use of,
or benefiting from the Service, with the registered username.
DIAGNAL and the CUSTOMER hereby agree as follows:
The Service is a marketing technology service offered through engage.diagnal.com that allows
the CUSTOMER to create run, and manage digital marketing campaigns to recipients.
The Service is owned and operated by DIAGNAL.
Trial Service. CUSTOMER can partake in a free limited usage trial period for the Service
according to terms and conditions of this Agreement and as communicated on engage.diagnal.com
during the registration process. After the free trial period, CUSTOMER will be enrolled
automatically to a Paid Service plan unless the CUSTOMER terminates their Trial Service.
CUSTOMER can choose to convert from a Trial Service to Paid Service at any time during
the trial period.
Paid Service. DIAGNAL offers Paid Service plans with associated USD priced Service Fees which
are due for immediate payment when billed. Service Fees include prepaid monthly Minimum
Fees plus Overage Fees for overages above the monthly minimum usage. Minimum Fees are
billed at beginning of each billing month whereas Overage Fees are billed at end of each
billing month based on usage in that month. CUSTOMER will be responsible for monitoring
its usage of the Service and ensuring Overage Fees are budgeted at the monitored usage
levels. Service Fees are communicated on engage.diagnal.com during the registration process
and on the account settings page. DIAGNAL may add new features to the Service for additional
Service Fees or may amend existing Service Fees at its sole discretion. Additions or
amendments to Service Fees will be communicated to the CUSTOMER via email.
Credit Card. CUSTOMER provide valid credit card details during the registration process and
authorises DIAGNAL to deduct the due Service Fees against the registered credit card.
CUSTOMER will update the credit card details for any registered credit card that expires
or is otherwise invalidated. CUSOTMER represents and warrants that CUSTOMER is authorised
to use the registered credit card, and that all due Service Fees can be billed to the
registered credit card and will not be rejected. If DIAGNAL is unable to process the
credit card payment, DIAGNAL may suspend CUSTOMER account until CUSTOMER payment can
Subject to the terms in this Agreement, DIAGNAL grants CUSTOMER limited, non-exclusive, non-transferrable
access to the Service for its own use and not for resale or further distribution.
CUSTOMER will not be permitted to and will not authorize any third party to:
Reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or
create derivative works of the Service;
Rent, lease, sublicense access to the Service;
Circumvent or disable any security or technological features of the Service.
CUSTOMER will respect DIAGNAL proprietary rights in the Service (proprietary rights include
patents, trademarks, service marks, trade secrets, and copyrights).
Neither party will disclose the other party's confidential information related to the Service
(i.e. product/solution description, pricing, roadmap, customers, know-how, trade secrets,
any other information marked as confidential) without the other's prior written consent
except if required by law, regulation or court order; in which case, the party being
compelled to disclose confidential information will give the other party as much notice
as is reasonably practicable prior to disclosing the confidential information.
CUSTOMER can submit a Termination Request for the Service at any time. Termination for the
Trial Service shall be effective at the end of the trial period. Termination for the
Paid Service shall be effective at end of the current monthly billing cycle. Minimum
Fees for the current monthly billing period will not be refunded. Overage Fees up to
the time of Termination Request will be billed at end of current monthly billing cycle.
Overages after time of Termination Request will not be permitted and the CUSTOMER account
shall be limited to minimum usage level only. Upon Termination of the Service, DIAGNAL
will stop providing the Service to the CUSTOMER, and CUSTOMER will stop accessing the
Service at this time; and CUSTOMER will delete all copies of the Service SDK from all
its properties and certify this in writing to DIAGNAL within 5 business days of such
termination if so required by DIAGNAL.
DIAGNAL may restrict, limit, suspend or terminate the Trial Service or Paid Service for the
CUSTOMER at any time, with or without cause.
DIAGNAL may change the Service, or any features of the Service at any time.
CUSTOMER will complete the registration process by providing DIAGNAL with complete and accurate
information as prompted by any online or offline registration forms including but not
limited to CUSTOMER Service user email addresses which will be used as the CUSTOMER Service
CUSTOMER is responsible for keeping its Service usernames and passwords confidential. CUSTOMER
will immediately notify DIAGNAL of any unauthorized use of the Service with the registered
CUSTOMER Service usernames.
DIAGNAL reserves the right to reject or remove any configuration or content submitted to
the Service by the CUSTOMER with or without prior notice and without liability.
DIAGNAL may collect registration and other information about the CUSTOMER through the Service.
is available at http://diagnal.com/privacy-policy/
CUSTOMER will not use the Service to:
Transmit any unlawful, harmful, threatening, abusive, obscene, libellous, unlicensed
or otherwise objectionable content;
Harm DIAGNAL or third parties in any way;
Impersonate any person or entity;
Transmit any unsolicited or unauthorized advertising or unauthorized promotional
Transmit any software viruses;
Intentionally or unintentionally violate any applicable local or international law;
Collect or store personal data about users without their consent.
CUSTOMER is responsible for any end user related content or data that CUSTOMER accesses,
submits or transmits using the Service (“End User Data”). CUSTOMER agrees to provide
notices and obtain necessary end user consents and comply with all applicable laws related
to CUSTOMER use of the Service including those related to the collection, use, processing,
transfer and disclosure of End User Data. CUSTOMER shall have the sole responsibility
for the accuracy, quality, integrity, legality and ownership of End User Data. DIAGNAL
does not claim any ownership rights in and to any End User Data. On termination of CUSTOMER
use of the Service, CUSTOMER may send a written request to DIAGNAL at firstname.lastname@example.org
requesting the deletion of all End User Data which DIAGNAL will do at the earliest opportunity.
If CUSTOMER or DIAGNAL terminates the use of the Service, then the CUSTOMER will no longer
be able to access End User Data through the Service and may lose any End User Data submitted
to the Service.
To the maximum extent permitted by law, CUSTOMER shall assume full responsibility for any
loss that results from use of the Service. DIAGNAL will not be liable for any indirect,
punitive, special, or consequential damages under any circumstances.
To the maximum extent permitted by law, DIAGNAL provides the Service as is. That means DIAGNAL
does not provide warranties of any kind, either express or implied, including but not
limited to warranties of merchantability and fitness for a particular purpose.
CUSTOMER will indemnify and hold DIAGNAL, DIAGNAL agents, employees, directors, suppliers,
licensors, subsidiaries, affiliates, officers, representatives and assigns harmless from
any costs, damages, expenses and liability caused by CUSTOMER’s use of the Service (including
CUSTOMER use of End User Data in connection with the Service), CUSTOMER violation of
these terms, or CUSTOMER violation of any rights of a third party through use of the
The rights and obligations detailed hereunder are personal to each party and neither party
shall be entitled to assign this Agreement to any third party without the prior written
consent of the other party, consent of which shall not be unreasonably withheld. Notwithstanding
the above, both parties shall be entitled to assign and/or transfer any part of its rights
and obligations herein to any person or entity which acquires substantially all of the
business and assets of the assigning party, by providing prior written notice to the
other, provided that the assigning party shall remain liable for all its obligations
herein. Save for the above, a party’s rights and obligations under this Agreement may
not be assigned or delegated in whole or in part without the express prior written consent
of the other party.
This Agreement shall be governed and construed in accordance with the laws of Hong Kong.
Any dispute arising from or in connection of this Agreement shall be finally settled
by courts of Hong Kong.
Any provision of this Agreement that is determined to be invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or unenforceability
in such jurisdiction, without rendering invalid or unenforceable the remaining provisions
of this Agreement, or affecting the validity or enforceability of such provision in any
the Service by sending an email to the CUSTOMER registered email address. Unless CUSTOMER
terminates the Agreement within ten (10) days, the new Terms will be effective immediately
and apply to any continued or new use of the Service.
Even if this Agreement is terminated, the following sections will continue to apply: 7, 8,
9, 15, 17, 18, 19, 20, 21, 23, 24.