Terms of Service

1. Acceptance of Terms

Welcome to Dimeri. These Terms of Service ("Terms") govern your access to and use of the Dimeri enterprise risk management platform, including our website, applications, APIs, and any related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to that organization.

If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

Dimeri provides an AI-powered enterprise risk management platform that enables organizations to:

• Identify, assess, and prioritize enterprise risks;
• Create and manage risk registers;
• Map controls to identified risks;
• Generate risk reports and analytics;
• Collaborate with team members on risk management activities;
• Access AI-powered insights and recommendations.

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must register for an account. When you register, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to:

• Create a strong, unique password;
• Not share your account credentials with any third party;
• Immediately notify Dimeri of any unauthorized use of your account;
• Ensure that you log out from your account at the end of each session.

Dimeri will not be liable for any loss or damage arising from your failure to comply with these security obligations.

3.3 Account Termination

We reserve the right to suspend or terminate your account and access to the Service at any time, without prior notice or liability, for any reason, including if you breach these Terms.

4. Subscription Plans and Payment

4.1 Subscription Plans

The Service is offered through various subscription plans, including free and paid tiers. The features available to you depend on your subscription plan. Details of each plan are available on our pricing page.

4.2 Payment Terms

For paid subscription plans, you agree to pay all applicable fees as described on our pricing page. Fees may be quoted in South African Rand (ZAR), US Dollars (USD), or other currencies depending on your location. All fees are non-refundable. We reserve the right to change our fees at any time by posting the changes on our website. Fee changes will apply to subsequent billing cycles. Your continued use of the Service after a fee change constitutes your acceptance of the new fees.

4.3 Billing

Paid subscriptions are billed in advance on a monthly or annual basis, depending on the plan you select. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.

4.4 Taxes

All fees are exclusive of Value Added Tax (VAT) at the applicable rate as prescribed by South African law. VAT will be added to invoices where applicable. International customers may be subject to additional taxes in their jurisdiction.

5. User Content and Data

5.1 Your Content

You retain ownership of all data, information, and materials that you submit, upload, or otherwise make available through the Service ("User Content"). By submitting User Content, you grant Dimeri a worldwide, non-exclusive, royalty-free license to use, process, store, and display your User Content solely to provide and improve the Service.

5.2 Data Processing and Storage

Dimeri is registered in South Africa and serves users globally. We process User Content in accordance with our Privacy Policy. By using the Service, you expressly consent to the transfer, processing, and storage of your data in any country where we or our service providers maintain facilities, including but not limited to South Africa, the European Union, United States, and other regions. Data storage and processing locations vary based on your subscription tier:

• Free Tier: Data is processed and stored on shared global cloud infrastructure. We may transfer and process your data in any jurisdiction at our discretion to provide the Service efficiently.
• Professional Tier: Data is processed with enhanced security measures. Regional preferences may be requested but are not guaranteed.
• Enterprise Tier: Data residency options may be available upon request and subject to additional fees. Custom Data Processing Agreements (DPAs) available for enterprise customers.

You acknowledge that data protection laws in some jurisdictions may differ from those in your country. By using the Service, you consent to such transfers and agree that Dimeri is not liable for any data protection requirements in your jurisdiction beyond those explicitly agreed in writing.

5.3 Data Export

You may export your User Content at any time through the Service's export functionality. Upon termination of your account, you will have a reasonable period to export your data before it is deleted.

5.4 Prohibited Content

You agree not to submit User Content that:

• Violates any applicable law or regulation;
• Infringes any intellectual property or other proprietary rights;
• Contains viruses, malware, or other harmful code;
• Is defamatory, obscene, or otherwise objectionable;
• Violates the privacy or publicity rights of any third party.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service in any way that violates any applicable law or regulation;
• Attempt to gain unauthorized access to the Service or its related systems;
• Use the Service to transmit any viruses, malware, or other malicious code;
• Interfere with or disrupt the integrity or performance of the Service;
• Reverse engineer, decompile, or disassemble any aspect of the Service;
• Use the Service to develop a competing product or service;
• Resell, sublicense, or redistribute the Service without our prior written consent;
• Use automated means (including bots, scrapers, or crawlers) to access the Service;
• Circumvent any access controls or usage limits of the Service.

7. Intellectual Property Rights

7.1 Dimeri's Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Dimeri and its licensors. The Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Dimeri.

7.2 License to Use the Service

Subject to your compliance with these Terms, Dimeri grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

7.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

8. AI Features and Limitations

8.1 AI-Powered Features

The Service includes AI-powered features that provide automated suggestions, risk assessments, and recommendations. These features are designed to assist your risk management processes but should not be relied upon as the sole basis for business decisions.

8.2 Accuracy Disclaimer

While we strive to provide accurate and helpful AI-generated content, we do not guarantee the accuracy, completeness, or suitability of any AI-generated outputs. You are responsible for reviewing and verifying all AI-generated content before use.

8.3 Human Oversight

AI features are intended to augment, not replace, human judgment. You should always apply appropriate human oversight and professional judgment when making risk management decisions.

9. Third-Party Services

The Service may integrate with or contain links to third-party websites, services, or applications ("Third-Party Services"). We do not control, endorse, or assume responsibility for any Third-Party Services. Your use of Third-Party Services is governed by their respective terms and policies.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU USE THE SERVICE AT YOUR OWN RISK.

DIMERI EXPRESSLY DISCLAIMS ALL WARRANTIES AND DOES NOT WARRANT THAT:

• THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• THE RESULTS OR DATA OBTAINED FROM THE SERVICE WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE;
• ANY ERRORS IN THE SERVICE WILL BE CORRECTED;
• THE SERVICE WILL BE COMPATIBLE WITH YOUR SYSTEMS OR OTHER SOFTWARE;
• THE SERVICE WILL COMPLY WITH ANY LAWS OR REGULATIONS IN YOUR JURISDICTION.

AI-GENERATED CONTENT AND RECOMMENDATIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING ALL OUTPUTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIMERI, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS;
• LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES;
• BUSINESS INTERRUPTION OR DOWNTIME;
• COST OF SUBSTITUTE SERVICES;
• ANY MATTER BEYOND OUR REASONABLE CONTROL;
• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY;
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT;
• ANY DECISIONS OR ACTIONS TAKEN BASED ON AI-GENERATED CONTENT.

IN NO EVENT SHALL DIMERI'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE LESSER OF: (A) THE AMOUNT PAID BY YOU TO DIMERI DURING THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

FOR FREE TIER USERS, DIMERI'S MAXIMUM LIABILITY SHALL BE ZERO (USD $0). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF DIMERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to defend, indemnify, and hold completely harmless Dimeri and its affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and costs), arising out of or in any way connected with:

• Your access to, use of, or inability to use the Service;
• Your violation of these Terms or any applicable law or regulation;
• Your violation of any third-party right, including any intellectual property, privacy, or contractual right;
• Your User Content or any data you submit to the Service;
• Any claim that your use of the Service caused damage to a third party;
• Any dispute between you and any other user of the Service.

This indemnification obligation will survive the termination of these Terms and your use of the Service.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed exclusively in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions or your country of residence. By using the Service, you agree that South African law governs these Terms regardless of where you are located.

13.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Service shall first be attempted to be resolved through good faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, the dispute shall be finally resolved by binding arbitration in Johannesburg, South Africa, in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). The arbitration shall be conducted in English. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13.3 Exclusive Jurisdiction

You irrevocably submit to the exclusive jurisdiction of the courts of South Africa (specifically the South Gauteng High Court in Johannesburg) for any legal proceedings arising from these Terms. You waive any objection to venue in such courts and agree not to commence any legal action in any other jurisdiction. You agree to bear all costs associated with any legal proceedings, including Dimeri's reasonable legal fees if Dimeri prevails.

14. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes.

We encourage you to review these Terms periodically for any updates or changes.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Dimeri concerning the Service.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

15.3 Waiver

The failure of Dimeri to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Dimeri's prior written consent. Dimeri may assign these Terms without restriction.

15.5 Notices

Any notices or other communications provided by Dimeri under these Terms will be given by posting to the Service or by email to the address associated with your account.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Dimeri (Pty) Ltd
Registration No: 2024/XXXXXX/07
Attn: Legal Department
Johannesburg, Gauteng
South Africa

Email: legal@dimeri.com