1.1. This website, application, or plug-in tool to interoperate with other applications (the “Darma Cal”) is the property of Darma Technologies Inc. ("Darma" or "us"), a company legally constituted under Delaware law (US), having the corporate address at 1209 Orange St, Wilmington, DE 19801, United States, with tax identification number EIN 61 2004671 and registered in the Delaware State under no. 203771955.
1.2. Within the EU, Vei Tech Resources SL, a company legally constituted under Spanish law, having the corporate address at Avenida Diagonal, 640 4. Letra E. 08017, Barcelona, Spanish tax identification number B01904754 and registered in the Registro Mercantil de Barcelona under Volume no. 47459, Folio no. 131, Page no. B-552486 provides us with support for such market. However, the contracting entity shall still be Darma. Notwithstanding this, all users’ representations and warranties, users’ commitments (e.g., regarding confidentiality or intellectual property), exemptions from liability, and any other guarantees or rights in favor of Darma shall apply mutatis mutandis to the above-mentioned Spanish company.
2.1. Through the Darma Cal, which provides software as a service (SaaS), users under a trial period or a subscription plan (“Users”) can organize and optimize their daily schedules more efficiently. The Darma Cal connects to other tools like calendars and email and uses a smart chatbot powered by an AI model to assist with planning and managing tasks. This AI model adapts to the User’s preferences, offering personalized suggestions to simplify routines and boost productivity.
2.2. Users shall be of legal age.
2.3. Within the EU, Users shall be +18 years old.
3.1. The access, registration and/or any other use of the Darma Cal by Users might be subject to authorization as it might not be accessible to the general public.
3.2. Users acknowledge and agree that they have read and understood these Terms of Service, whose content is the whole agreement between Users and Darma.
3.3. By using the Darma Cal, Users expressly acknowledge and agree to be bound by these Terms of Service as well as to other applicable legal terms and policies of the Darma Cal (all together, the “Darma Cal Policies”). Furthermore, Users acknowledge and agree that the Darma Cal does not breach and will not be used to breach any applicable law and/or regulation.
4.1. Darma reserves the right to modify these Terms of Service without prior notice to Users. In such a case, these modifications will not apply retroactively except if they are in favor of Users.
5.1. Darma Cal might be available for download through the Apple Store and other platforms that Darma might designate at its discretion such as Google Play.
5.2. The use of the Darma Cal requires prior account registration by Users (the “User Account”).
5.3. Therefore, Users shall:
5.3.1. provide the requested registration information that is current and accurate;
5.3.2. choose a password and maintain its confidentiality, selecting one that is not easily decipherable, and preventing its distribution to third parties; and
5.3.3. keep all data provided to the Darma Cal updated and notify Darma of any changes.
5.4. Each User Account is only to be used by an individual User and, therefore, they are not transferable. Notwithstanding this, the relevant subscription plan may allow Users to designate further authorized users to use the Darma Cal in addition to the User. Authorized Users shall be deemed included in the definition of User to the extent applicable.
5.5. Authorized Users are compelled to accept these Terms of Service that shall apply mutatis mutandis to them. Therefore, authorized Users expressly acknowledge and agree to be bound by these Terms of Service as well as to other applicable Darma Cal Policies.
5.6. Users may delete their User Account at any moment by sending us a written request. In such a case, we may delete all the information related to the User Account. We will not bear any liability for that deletion and/or loss of information.
6.1. Users agree to use the Darma Cal in accordance with the law, morality, generally accepted good customs, public order, and the existing provisions of the Darma Cal Policies. In particular, but without limitation, Users agree not to use it for illegal purposes, those contrary to the provisions of the Darma Cal Policies, to harm the rights and interests of Darma or third-party purposes and/or in any way damage, disable, overburden, or impair the Darma Cal or prevent normal use. In particular, Users agree not to exploit, directly or indirectly, the Darma Cal, except if it expressly agreed on the Terms of Service.
6.2. At any moment, and without previous notice, Darma reserves the right to disable identification codes or Users data access, including access to Users’ Account, if, in our view, Users have, or in case of reasonable doubt, breached any provision of the Darma Cal Policies.
7.1. Darma grants Users a non-exclusive, non-transferable, limited license to use the Darma Cal for the term and conditions set out in these Terms of Service.
7.2. These Terms of Service shall not be deemed a distribution or reselling license. The Darma Cal is licensed to Users and not sold to Users.
8.1. These Terms of Service permit Users to use the version of the Darma Cal provided by Darma at the time it is made available and those versions available from time to time to the rest of Users. Former or alternate versions of the Darma Cal are not included and only can be used upon prior written agreement between the parties.
9.1. Unauthorized copying of the Darma Cal or any part thereof, is expressly prohibited.
9.2. These Terms of Service only gives Users some rights to use the Darma Cal and Darma reserves all other rights. Users do not acquire any rights, express or implied, other than those expressly granted in these Terms of Service. Unless applicable law gives Users more rights despite this limitation, Users may use the Darma Cal only as expressly permitted in this Terms of Service. In doing so, Users agree that they shall comply with any technical limitations in the Darma Cal that only allow Users to use the Darma Cal in certain ways. Users agree that it shall not, nor shall Users permit others to:
9.2.1. access to or use of the source code of the Darma Cal;
9.2.2. reverse engineer, decompile, disassemble, modify, adapt or translate the Darma Cal or any component thereof, or create derivative works based on the Darma Cal, except and only to the extent that applicable law expressly permits, despite this limitation or except and only to the extent that Darma gives it prior written consent;
9.2.3. remove, obliterate, destroy, minimize, block or modify any logos, trademarks, intellectual property rights, digital watermarks, or other notices of Darma that are included in the Darma Cal;
9.2.4. work around any technical limitations in the Darma Cal;
9.2.5. make more copies of the Darma Cal than as allowed in these Terms of Service or allowed by applicable law, despite this limitation;
9.2.6. publish the Darma Cal, including any application programming interfaces included in the Darma Cal, for others to copy; or,
9.2.7. transfer, sublicense, rent, lease, sell, lend or assign the Darma Cal or any part thereof, or any rights or duties under these Terms of Service, to any other person or entity without the prior written consent of Darma and such consent may be withheld in the sole discretion of Darma.
9.3. Only the User/s shall have the right to use the Darma Cal.
10.1. Access Requirements and Authentication:
10.2. Rate Limits and Usage Restrictions:
10.5. Data Usage and Storage Policies:
10.6. Intellectual Property Rights:
10.7. Termination of API Access:
Darma may monitor usage and request documentation to ensure compliance. It may suspend use upon detecting suspicious activity until proper usage is confirmed.
16.1. The Darma Cal may incorporate, embed or be bundled with software or components that are owned by third parties, and/or open software and/or free software. Users commit to comply with any applicable license terms and conditions of such third-party software.
17.1. The Darma Cal and any other information is confidential and proprietary information of Darma (“Confidential Information”).
17.2. Users shall hold the Confidential Information in strict confidence during the term and after its termination provided that the Confidential Information is still deemed confidential by Darma and/or the Confidential Information has become lawfully of public domain.
17.3. Users shall take reasonable steps to ensure that its employees or collaborators, including authorized Users, also comply with the confidentiality obligations of this clause.
17.4. Users acknowledge that confidential aspects of the Darma Cal (including but not limited to any source code) are trade secrets of Darma, the disclosure of which would cause substantial harm to Darma that could not be remedied by the payment of damages alone. Accordingly, Darma shall be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this clause.
17.5. Darma shall apply mutatis mutandis the same obligations as set out above regarding Users’ confidential information that Darma may access during this Agreement.
18.1. Users may find information about how we process their personal data on the Privacy Policy of the Darma Cal https://www.darma.ai/privacy. Users are informed that the Darma Cal has adopted security measures to protect their personal information in accordance with the highest security standards.
18.2. We may anonymize any personal data (i.e., edit the data in such a manner that the data subject is no longer directly or indirectly identifiable). Anonymous data will not qualify as personal data. The parties agree that Darma may further process such anonymous data without limitations for its internal business, Darma Cal, services, and/or algorithm improvement, and benchmarking.
For EU users
18.3. If the services involve Darma processing personal data on behalf of Users which are EU data controllers, the standard contractual clauses for data transfers between EU and non-EU countries adopted by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council shall apply (“SCC”). In particular, module 2 as set out in Annex B.
18.4. The parties agree that any other provision not included in this clause and that might be needed to comply with the GDPR, shall be supplemented with the provisions of the standard contractual clauses between controllers and processors adopted by the Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council.
19.1. Users grant Darma a right to use User’s name, trademarks, logos and refer to the User as a reference client in customer listings and other marketing documentation and activities relating to Darma (“Promotional Materials”), provided that such use is in accordance with good business practice. Users may revoke this authorization at any moment and Darma shall be obliged to withdraw in a reasonable period all the Promotional Materials which publication or availability to the public are under Darma’s control.
19.2. Darma reserves the right to display advertisements, whether from its own sources or from third parties, within the Darma Cal.
19.3. Users acknowledge and agree that any content they upload to the Darma Cal shall not include advertisements or promotional materials, whether for their own benefit or on behalf of third parties.
20.1. Due to the unpredictable situations that characterize the Internet and technical environments, Darma reserves the right to temporarily suspend the Darma Cal for technical, security, maintenance, or any other justified reason under Darma criteria.
20.2. The suspension of the Darma Cal does not give Users any compensation or indemnification right. However, Darma will do its best efforts to limit, when possible, any suspension or interruption of the Darma Cal.
20.3. Furthermore, Darma reserves the right to implement and make changes and/or updates within the Darma Cal at any time, with or without prior notification.
20.4. In any event, Users acknowledge and agree that Darma will be able to take certain actions to forbid Users to access and use the Darma Cal during limited periods of time.
20.5. In this sense, Users accept that Darma will not be responsible, as a result of the above-mentioned actions, for any deletion or availability failure of the services or functionalities of the Darma Cal.
20.6. Darma neither represents nor guarantees that Users obtain certain results after the utilization of the Darma Cal. Therefore, in no event will Darma, its partners, representatives, directors, or employees be responsible for any incidental, fortuitous, particular or consequential damage, including but not limited to any loss of profits, dismissal, admonition, data, business opportunities or software errors, having or not predictable character, and whose result is, directly or indirectly, related to use of the Darma Cal.
20.7. In no event shall Darma be responsible for the contents, activities, products and/or services available through electronic links (including deep links), directly or indirectly, related to our Darma Cal. The links included in our Darma Cal, or that can be included in our Darma Cal, cannot be deemed as holding any kind of relationship between Darma and the natural person or legal entity holding or managing the linked website/content, and therefore cannot be deemed as any suggestion, invitation or recommendation by Darma regarding these websites or their content.
20.8. Darma shall not be responsible for any loss or damage that Users can suffer as a result of the inappropriate use of the Darma Cal or as a result of Users not complying with these Terms of Service or with the instructions provided by Darma through any means of communication.
21.1. Except for the indemnity obligations under Clause 23 below, the total and maximum liability of Darma before Users for any damage derived from these Terms of Service shall be limited to the amount paid by the User to Darma in the three (3) months prior to the claim, or, if this is not possible, the total amount paid by the User to Darma.
21.2. Neither party shall be liable to the other for any loss of profits, loss of business, indirect, incidental, special, or consequential damages arising out of or in connection with the Terms of Service, even if such party has been advised of the possibility of such damages.
22.1. The Darma Cal is provided “as is” and “as available,” and Darma does not warrant that the use of the Darma Cal will be uninterrupted, error-free, or meet the User's expectations.
22.2. Darma does not provide business, tax, or legal advice and makes no warranties about the completeness or accuracy of content provided by Users.
22.3. Darma shall not be liable for problems that may result from modifications, manipulation, or unauthorized access by Users or third parties.
23.1. Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its affiliates, officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim alleging that the Indemnifying Party’s use or provision of the Darma Cal or breach of the Terms of Service infringes or misappropriates any intellectual property right or violates applicable law or regulation.
24.1. The term of the agreement shall continue while the User maintains an active subscription or free trial unless terminated earlier as provided in these Terms of Service.
24.2. Monthly subscriptions automatically renew unless canceled. Cancellations must be submitted before the end of the current billing cycle.
24.3. Either party may terminate this agreement with written notice if the other party materially breaches these Terms of Service and fails to cure the breach within fifteen (15) days of receiving notice of such breach.
25.1. Darma may terminate or suspend access to the Darma Cal immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the User breaches the Terms of Service.
25.2. Upon termination, the User’s right to use the Darma Cal will immediately cease. All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.