If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms and any Order Forms, in which case the terms “you” and “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the services.
You must be at least eighteen (18) years of age to use the Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; (iii) that you have been provided with authorization to use the Services (an “Authorized User”); and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations.
3. Accessing the Services and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide or make available on the Services, in our sole discretion without notice. We will not be liable to you if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Service, to users, including registered Authorized Users. You are responsible for making all arrangements necessary for you to have access to the Services.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of them using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
We will use commercially reasonable efforts to make the Services available 24/7, subject to downtime for customary maintenance. Updates and Modification.
We may in our sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Services. We reserve the right to modify or discontinue the Services, or parts thereof, at any time without notice to you. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates to the App and acknowledge and agree that the App may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
4. Intellectual Property
The Services, all content we provide on the Services, such as the information, HTML code, scripts, text, displays, visual interfaces, graphics, images, logos, button icons, images, video, audio, computer code (including source code or object code) and software, and the design, selection and arrangement thereof (collectively, “Materials”), and all underlying data (excluding User Data but including Resultant Data and Usage Data), is our property or the property of our content suppliers or licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You are advised that we will aggressively enforce our intellectual property rights to the fullest extent of the law, including the seeking of civil remedies and criminal prosecution. For purposes of these Terms, “Resultant Data” means data or information related to or derived from User Data that is used by DADO in an aggregate or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, and “Usage Data” means any data or other information collected by or on behalf of DADO relating to the provision, access, use, operation or performance of the Services by or on behalf of Customer or any Authorized User, including any data or other information derived therefrom. To the extent you have any right, title or interest in the Resultant Data or Usage Data, you hereby assigns all such right, title, and interest in and to such Resultant Data and Usage Data, including in each case, all intellectual property rights relating thereto.
We, or our affiliates or licensors, retain all rights in the trademark DADO, the DADO logo, the slogan, “The most useful tool in your toolbox,” and all related trademarks, trade names, brand names, logos and trade dress (collectively, “Marks”). These Marks, and all associated logos or images, are registered and/or common law trademarks, and are protected by U.S. and international laws and treaties. No license to the use of such Marks is granted to you under these Terms or by your use of the Services. Your misuse of the Marks displayed on the Services is strictly prohibited. All other trademarks, trade names, brand names, logos, and trade dress on the Services are the trademarks of their respective owners.
Special Notice: We have a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. You may not, without our express written consent, do any of the following: (a) link to any web page on the Services; (b) use any meta tags or any other “hidden text” utilizing our name or trademarks; or (c) frame, inline link or utilize other techniques to associate or juxtapose any of our trademarks, logos, or other Materials with advertisements and/or other information not originating from our Services.
Subject to your ongoing compliance with these Terms, we grant you a non-exclusive, limited, revocable, non-transferable and non-sublicensable license to access and make personal use of the Services (the “License”).
Other than as set forth in the Terms, you shall have no right, title or interest in the Services or any Materials. We and our licensors and service providers reserve all right, title, and interest in and to the Services and Materials not expressly granted to you under these Terms.
You may use the Services only for the purpose for which the Services are expressly designed and you may not (a) copy any of the Services, except as expressly permitted by these Terms; (b) modify, adapt, translate or otherwise create derivative works or improvements of the Services; (c) reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to derive or discover the source code of the Services in whole or in part; (d) rent, lease, lend, sell, reproduce, sublicense, assign, distribute, publish or otherwise transfer or make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; (e) remove, delete, alter, or obscure any specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof; (f) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; (g) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party, or that violates any applicable law; or (h) remove, disable, circumvent, interfere with or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.
7. Comments, Communications, and Other Content
The Services may permit users to submit reviews, suggestions, ideas, comments, questions, photographs, images, videos, documents or other information (“User Data”). You understand that such User Data may be accessed and viewed by others. You are solely responsible for your own User Data and the consequences of publishing them on the Services. We have the right, but not the obligation, to remove any User Data for any reason, including in response to claims of copyright infringement by a third party, as further set forth in Section 10. We take no responsibility and assume no liability for any User Data posted by you or any third party.
By posting or submitting User Data, you grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable and transferable license to (i) use, copy, process, transmit, store, host, edit, modify, aggregate, combine, reproduce, distribute, display, perform, and prepare derivative works of the User Data in connection with the Services and (ii) otherwise access, use or make reference to any intellectual property rights in the User Data, in each case of the foregoing (i) and (ii): (a) to provide the Services including to enable you or others to access and use the Services; (b) for diagnostic purposes; (c) to make any changes or improvements to the Services, including as set forth in Section 4, whether requested by you or not; (d) to develop other services; and (e) as reasonably required for the performance of our obligations under these Terms.
In connection with User Data, you affirm, represent and warrant that: (i) you own or control all right, title and interest to your User Data and have the all rights (including all intellectual property and other proprietary rights embodied by the User Data or represented by such User Data) to license all of the rights therein to us as set forth in the license granted above; (ii) the content of the User Data is accurate; (iii) use of your User Data on the Services or otherwise by us, in whole or in part, will not infringe upon the rights of any third party including, without limitation, any intellectual property or privacy rights; (iv) you have obtained written permission from any other person named, photographed or otherwise depicted or whose voice is used in your User Data which will allow us to utilize the User Data without compensation or objection as set forth in the license granted above; and (v) you will indemnify us for all claims resulting from your User Data.
8. Prohibited Uses of the Services
You shall use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services to post, transmit, redistribute, upload, or promote any communications, content or materials that (a) are illegal, obscene, vulgar, profane, indecent, sexually explicit, threatening, harassing, abusive, hateful, racially or ethnically derogatory, defamatory, invasive of privacy or publicity rights, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable; (b) consist of or contain software viruses, corrupted files, or any other similar software files, the intent of which is to damage or alter the operation of the Services or another’s computer; (c) contain political campaigning, unsolicited advertising, promotional materials, or other forms of solicitation to other users, individuals or entities; (d) contain chain letters, pyramid schemes, mass mailings, advertising or promotional material or any form of “spam”; (e) use a false email address, impersonates another person or entity, including our company and our employees or agents, or is otherwise misleading as to the origin of the content; (f) encourage conduct that would constitute a criminal offense; (g) give rise to civil liability; (h) otherwise violate any law; or (i) in doing so, amounts to any conduct that, in our the judgment, restricts, impairs, interferes or inhibits any other user from using or enjoying the Services and/or our related services and products.
Additionally, you agree not to use any robot, spider, site search / retrieval application or other manual or automatic device, process, or means to (a) access the Services for any purpose, including monitoring or copying any of the Material or User Data on the Services or (b) retrieve, index, data mine or in any way reproduce or circumvent the navigational structure, or presentation of the Services or any Material or User Data thereon.
9. Notice of Copyright Infringement
We do not permit copyright infringing activities on the Services and may remove any content (including User Data) of any kind, for example, if properly informed that such content infringes upon another’s copyright rights. It is our policy to terminate the user accounts and the ability to submit content if, under appropriate circumstances, a person submitting content to the Services is determined to be a repeat infringer, as further described in Section 18.
If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, you may notify us by providing the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of a copyrighted work right that is allegedly infringed;
- Identification of the copyrighted work you believe to have been infringed, or if the claim involves multiple works on the Services, a representative list of such works;
- Identification of the material that is claimed to be infringing that is reasonably sufficient to permit us to locate the same;
- Information reasonably sufficient to permit us to contact you, such as your name, an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the written notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Our agent for notice of claims of copyright infringement can be reached as follows:
Attn: Jake Olsen
You acknowledge that if you fail to comply with all of the requirements of Section 512(c)(3) of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your notice may not be valid. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
All notices of copyright infringement claims should be sent to the copyright agent designated above in this Section 10.
10. Third-Party Services and Linked Websites
Links may be established from the Services to one or more external websites or resources operated by third parties (the “Third Party Services”). In addition, certain Third-Party Services also may provide links to the Services. None of such links should be deemed to imply that we endorse the Third-Party Services or any content therein. Unless the link is to another one of our websites, we do not control and are not responsible or liable for any Third-Party Services or any content, advertising, products, or other materials on or available from such Third-Party Services.
Access to any Third-Party Services is at your own risk and we will have no liability arising out of or related to such websites and/or their content or for any damages or loss caused or alleged to be caused by or in connection with any purchase, use of or reliance on any such content, goods, or services available on or through any such Third-Party Service.
We may also provide tools through the Services that enable you to export information to Third-Party Services, including through features that allow you to link your account on our Services with an account on the third-party service. By using these tools, you agree that we may transfer such information to the applicable Third-Party Service. Such Third-Party Services are not under our control, and we are not responsible for their use of your exported information.
11. Third-Party and Open Source Software
The Services may include open source software or third party software. Any such open source software is made available to you under the terms of the applicable licenses.
12. Geographic Restrictions
We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
13. App Specific Terms
In order to download the App, you may be required by the third party who is distributing or providing you access to the App, such as Apple, Inc. or Google LLC (each such third party, a “Distributor”) to create an account and to comply with any terms such Distributors require. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Distributor. Your use of any account with a Distributor is subject to any terms, conditions, and policies, including privacy policies, of that Distributor. We are not responsible for any act or omission of any Distributor.
We do not provide you with the equipment to use the App, and have no responsibility to do so. You are responsible for all fees charged by third parties to access or use the App (e.g., charges by mobile carriers). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any carrier service plan you use in connection with your use of the App (such as voice, data, SMS, MMS, roaming, or other applicable fees charged by the carrier). Accordingly, you should use care in selecting a service plan offered by your carrier. Where your employer provides the equipment and/or third party services necessary to use this App, you are responsible for coordinating with your employer to ensure such access to equipment and services as may be necessary to use the App.
14. Export Control
The Services may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the U.S. In addition, you hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
During the Term and for one (1) year thereafter, you shall not, and shall not assist any other person to, directly or indirectly recruit or solicit for employment or engagement as an independent contractor any person then is, or within the six (6) months prior to termination or expiration of these Terms was, employed or engaged by DADO.
Confidential Information. In connection with these Terms each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the exclusions listed in the below paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, the Services and the underlying data (including Resultant Data and Usage Data) are the Confidential Information of DADO and Customer Data is the Confidential Information of Customer.
Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not known to the Receiving Party to be under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
Protection of Confidential Information. Neither party shall use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under these Terms. Neither party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information except to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 17; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 17. Each party shall safeguard the other party’s Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care, shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with the Disclosing Party to prevent further unauthorized use or disclosure.
Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section 17; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this paragraph, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
17. Disclaimer of Warranties and Limitation of Liability
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, AVAILABILITY OR OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
WE DO NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, THEIR SERVERS, OR EMAIL SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL OR CONTENT POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, LOSS OF DATA OR DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, LOSS OF GOODWILL, PERSONAL INJURY, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, UNDER ANY LEGAL THEORY, ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICES OR ANY WEBSITES LINKED TO IT, OR FROM ANY INFORMATION, CONTENT, MATERIALS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR SUCH OTHER WEBSITES, EVEN IF WE ARE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY (AND THAT OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS) TO YOU OR ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID TO US BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, THAT IF NO FEES ARE PAID OR PAYABLE UNDER THESE TERMS, SUCH TOTAL CUMULATIVE LIABILITY WILL BE LIMITED TO FIVE THOUSAND DOLLARS (U.S. $5,000.00).
THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
WE ATTEMPT TO BE AS ACCURATE AS POSSIBLE REGARDING THE INFORMATION PRESENTED ON OR THROUGH THE SERVICES. HOWEVER, WE DO NOT WARRANT THE THAT ANY SUCH INFORMATION OR OTHER CONTENT OF THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION BY YOU OR ANY OTHER USER OF THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
THE SERVICES MAY INCLUDE CONTENT PROVIDED BY THIRD PARTIES, INCLUDING MATERIALS PROVIDED BY OTHER USERS AND THIRD-PARTY LICENSORS. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY ANY THIRD PARTIES.
You agree to defend, indemnify, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Data, any use of the Service’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
19. Term and Termination
Unless otherwise provided in an Order Form, these Terms shall commence on the date on which you accept these Terms and shall continue until expiration or termination of these Terms or all Order Forms executed hereunder (the “Term”).
We may terminate your right to use and access the Services pursuant to the License if (i) you violate these Terms, (ii) you cease to be an Authorized User, or (iii) Customer (1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (2) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (3) makes or seeks to make a general assignment for the benefit of its creditors; or (4) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Additionally, we, in our sole discretion may terminate your user account on the Services or suspend or terminate your access to the Services at any time, with or without notice, including when we determine that there has been repeat infringement. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services. You may terminate your account at any time upon 15 days’ prior notice by contacting customer service at info@projectDADO.com. If you or we terminate your account, you must immediately destroy all copies of the Services. Termination will not limit any of our rights or remedies that may be available at law, in equity or otherwise.
Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms:
- all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
- each party shall immediately cease all use of any Confidential Information of the other party and (i) promptly return or destroy, at the Receiving Party’s election and subject to applicable law, all documents and tangible materials containing, reflecting, incorporating, or based on Confidential Information; and (ii) permanently erase all Confidential Information from all systems the Receiving Party directly or indirectly controls, provided that, for clarity, DADO’s obligations under this Section 20(3) do not apply to any Resultant Data or Usage Data; and
- notwithstanding anything to the contrary in these Terms, the Receiving Party may retain Confidential Information (i) to the extent and for so long as required by applicable Law and (ii) in the Receiving Party’s backups, archives, and disaster recovery systems until such Confidential Information is deleted in the ordinary course. For the avoidance of doubt, all information and materials described in this Section 20(3) will remain subject to all confidentiality, security, and other applicable requirements of these Terms.
The following provisions will survive the expiration or termination of these Terms: Sections 5, 6, 15, 16, 17, 18, 19, 21, 22 and this paragraph.
20. Governing Law, Submission to Jurisdiction, and Waiver of Jury Trial
These Terms will be governed by and construed under the laws of the State of California without reference to its conflict of law principles that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Oakland, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.
21. Other Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access and use of the Services thereafter. Your use of the Services after the posting of revised Terms signifies your agreement to such changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you.
No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision in these Terms shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
The relationship between you and DADO is one of independent contractors and nothing contained in these Terms or any Order Form shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
You may not assign, delegate or otherwise transfer any of your rights in these Terms without our prior written consent, and any attempted assignment, delegation or other transfer is void. No permitted assignment, delegation, or transfer will relieve you of any of your obligations or performance under these Terms. DADO has the right to terminate these Terms in the event of a merger, reorganization or other transaction resulting in a change of control of the Customer, effective immediately upon notice of such termination to the Customer or the entity to which the Customer undergoes such change of control. These Terms will be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto.
All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@projectDADO.com. If you provide feedback to us regarding the Services, you acknowledge that the feedback is not confidential and you authorize us to use that feedback without restriction and without payment to you.
Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.