A Colorado Limited Liability Company
Date of last Revision: 8/31/2021
1. Introductory Terms
https://www.digitaldeets.com/ and through various other websites operated by Digital Deets that reference this Agreement (each, a “Site”) or related mobile and branded applications (each, an “App”).
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms may be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and any applicable Supplemental Terms are referred to herein as the “Agreement”.
1.2. Services: Digital Deets provides a multilingual communication platform to organizations and their members, a promotional platform to enable local businesses and other organizations to share information with the community, fundraising and digital sponsorship opportunities, cash rewards, email and other communications, the Site, the App, and related features and services (each a “Service” and together, the “Services”). The communication features of the Services are designed to facilitate conversations, reduce language barriers, and otherwise improve communication among Users (as defined below). The multilingual capabilities allow some languages to be machine translated powered by Google Translate and disseminated to Users. The Services act as a central hub where Users can keep up to date on organization happenings and access other information related to their organization, the community, and fundraising opportunities. The Services permit Users to access and use text, images, photos, audio, video, location data, and all other forms of data or communication, as well as designs, graphics, information, logos, software, audio files and computer code, and other content on a variety of topics related to the members of an organization , including organization to member notices (collectively, “Content”). Content is included as part of the “Services” for purposes of this Agreement.
1.3. Assent to Terms: PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE
BOUND BY THIS AGREEMENT. IF YOU ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS (INCLUDING THE ELIGIBILITY QUALIFICATIONS) INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SCHOOL DEETS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
1.4. Modification: Digital Deets may, at any time, modify or discontinue all or part of the Services; change, modify or waive fees required to use the Services; or offer opportunities to some or all Users. Digital Deets also reserves the right, at any time, to modify this Agreement. Digital Deets will inform you of the presence of any changes to this Agreement by posting those changes on the Services or by providing you with notice through the Services. Any modifications will be effective immediately upon posting on the Services or delivery of such notice through the Services. You will be deemed to have agreed to any and all modifications through your continued use of the Services.
1.5. Types of Users/Definition of Terms:
- Sub_Admin: a staff member of an organization or a volunteer authorized to use the Services by the organization to create new Users and grant rights to Users to send User Content (“Sub-Admin”).
- Contributor: a staff member of an organization or a volunteer authorized to use the Services by the organization to assist Users and send User Content (“Contributor”).
- Translator: individuals who translate from one language to another through the Services(“Translators”).
- Member: the recipient of Content sent through the Services from another User (“Member”). A Member may also be a user of the platform and can be granted a user role by a Sub_Admin.
- Organization User: institutions, companies, non-profits, and other organizations that access and use the Services (“Organization Users”). Users may be assigned to or designated to be associated with a certain organization.
- Champion: members of the Digital Deets promotional team that help manage community relationships on the Services (“Champions”).
1.6. No Agent Relationship: The Services do not create an agency relationship with Users or any other form of relationship that would bind or make Digital Deets liable for the actions of its Users.
1.7. Eligibility: The Services are intended for legal use by individuals 13 years of age and older. You may not use the Services in any manner if you are under the age of 13 and any registration by anyone under 13 is void. If you are 13 or older but younger than 18, then you may access and use the Services only if your parent or guardian accepts this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of an individual age 13 or older but under 18, then you agree that you will be solely responsible for all access to and use of the Services.
1.8. Account Setup: You are permitted to access portions of the Services without establishing a user account on the Services, provided that you have agreed to this Agreement. However, access to and use of certain portions of the Services may require that you establish a user account (an “Account”) and an associated profile linked to a type of User (a “Profile”). Approval of your request to establish an Account will be at the sole discretion of Digital Deets. If you are a Sub-Admin (as defined below), you may authorize designated individuals to use and access the Services through your Account (you and each such individual, as applicable, a “User” of your Account). If an Account is only associated with you, then you may use and access the Services through your Account as the sole User of the Account. Each user identification and password for your Account (each, “Account ID”) is personal in nature and may be used only by you or, as applicable, the User to whom the Account ID is issued.
1.10. Account Authority: If an Account is associated with multiple Users, then the Sub-Admin who establishes your Account (the “Account Authority”) will have control over your Account. If an Account is only associated with you, then you will be the Account Authority for your Account, unless you designate a different Sub-Admin as Account Authority as specified below. Digital Deets may deem the Account Authority to have full authority for all decisions relating to your Account, including: (a) addition or removal of Users; (b) permissions to access your Account; (c) disputes regarding your Account; (d) notices and other communications relating to your Account; and (e) any other decisions
that may be required regarding your Account. There must always be one and only one Account Authority for each Account. The initial Account Authority must be designated in the initial request to establish an Account. If an initial Account Authority is not designated, the Sub-Admin requesting to establish an Account shall be deemed the initial Account Authority for that Account. The Account Authority may be changed: (i) by an email sent to Digital Deets from the registered email address of the current Account Authority; (ii) by written notice provided to Digital Deets; or (iii) as separately directed and acknowledged by Digital Deets. It is your responsibility to properly designate a new Account Authority whenever appropriate. In the event of a dispute where multiple persons claim to be the rightful Account Authority, Digital Deets reserves the right, at its sole discretion, to: (1) suspend all access to your Account until an Account Authority is properly designated to Digital Deets’ sole satisfaction; or (2) terminate your Account and delete your Registration Information.
1.11. Responsibilities: You are solely responsible for all access to and use of your Account (whether authorized or unauthorized), including all Services accessed through your Account. Digital Deets may deem any actions taken through your Account to have been authorized by you. You are responsible for compliance, and the compliance any other Users of your Account, with this Agreement. You will ensure the security and confidentiality of each Account ID and will notify Digital Deets immediately at firstname.lastname@example.org if any Account ID is lost, stolen, or otherwise compromised. You acknowledge that you are fully responsible for all costs, fees, liabilities, or damages incurred, and material transferred, stored, modified, or shared through the use of each Account ID (whether lawful or unlawful). You acknowledge that any orders made or other transactions completed through your Account will be deemed to have been lawfully completed by you. In no event will Digital Deets be liable for the obligations set forth in this Section or the failure by you to fulfill such obligations. If you are a User accessing the Services on behalf of a school, school district, or other similar educational institution (an “Institution“), you represent and warrant that: (i) you are familiar with and agree to be responsible for compliance with the Family Educational Rights and Privacy Act and the US Department of Education’s implementing regulations at 34 CFR Part 99 (collectively, “FERPA”), and all other laws, rules or regulations concerning the collection, use, and disclosure of personally identifiable information about Users in your Institution (collectively, “Applicable Privacy Law”); and (ii) you and/or your Institution have provided all disclosures and obtained all consents and/or authorizations that are necessary, appropriate, or required in connection with any information or data that you share with us or that you provide, share, or otherwise make available via Services, including without limitation all student information and personal information of any other User, and that such disclosure or sharing does not violate Applicable Privacy Law.
1.12. External Connections: You will be able to connect your Account to third party accounts, such as Facebook and Google. By connecting your Account provided by the Services to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
1.13. App License: Subject to your compliance with the Agreement, Digital Deets grants to you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the App on a single mobile device that you own or control and to run such copy of the App solely for your own personal or internal business purposes. If you access or download the App through the Apple App Store, you may only do so on an Apple-branded product that you own or control and as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except as otherwise permitted by Apple. If you access or download the App through Google Play, you may have additional license rights with respect to use of such App on a shared basis within your designated family group.
2. Fees, Payment Schedule and Taxes
2.1. Paid Orders: You may be permitted to submit orders for certain Services offered by Digital Deets on a subscription basis (“Paid Orders“). In addition to this Agreement, your purchase of any Paid Orders is governed by the fees and Supplemental Terms displayed on the Services in connection with each Paid Order (the “ Terms of Sale”). By submitting a Paid Order, you agree to be bound by the Terms of Sale with respect to that Paid Order. If this Agreement conflicts with the Terms of Sale for any Paid Order, the Terms of Sale will govern and control with respect to the Services provided to you under that Paid Order. If you wish to purchase any Paid Order, you will be asked to supply certain information relevant to your purchase including, without limitation, your credit card number, your credit card verification code, the expiration date of your credit card, and your billing address (collectively, “Payment Information“), which may become part of your Registration Information. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) provided by you in connection with any purchase of any Paid Order; and (b) the Payment Information you supply to Digital Deets is true, accurate and complete.
2.2 Automatic Renewal. You understand that by purchasing a Paid Order any subscription you request will remain active until you cancel in accordance with the Agreement and Terms of Sale. Your Paid Order will automatically renew on a monthly or annual basis by default, depending on your selection at the time of purchase, and you will be billed automatically for such renewal. If the renewal charge fails, you will lose access to your Paid Order and any related Services. You can cancel your Paid Order within 3 business days of the renewal date by visiting the billing settings in your Account. If you cancel your Paid Order, you will still be able to use the Services for the remaining duration of any active subscription period.
2.3. Payments: All one-time and subscription payments are non-refundable. Digital Deets may use a third party payment processing service for the purposes of facilitating payment and the completion of purchases of Paid Order. By submitting your Payment Information via the Services, you grant us the right to automatically charge your designated method of payment and provide such Payment Information to any third party payment processing service we use for the foregoing purposes. We reserve the right to refuse or cancel your submission for a Paid Order at any time for any reason in our sole discretion, including but not limited to: (i) Service availability, (ii) errors in the description or
price of the Service, or (iii) error in your submission for a Paid Order. In addition, we reserve the right to refuse or cancel your order for a Paid Order if fraud or an unauthorized or illegal transaction is suspected by us in our sole discretion. Paid Order features may be added, removed, or altered at any time in the sole discretion of Digital Deets.
3. User Responsibilities
3.1. User Representations and Eligibility to Use Services: Each User represents and warrants the User: (1) has the authority and capacity to enter this Agreement, (2) if acting on behalf of an entity, the User has the authority to act on behalf of that entity (3) shall access and use the Services in compliance with all appliable laws, rules, and regulations. Users suspended from using the Services are not eligible to use the Services. Digital Deets reserves the right to refuse access and use of the Services to any User and to reject, cancel, interrupt, remove or suspend any User or use of the Services at any time for any reason without liability.
3.3. Promotions: Subject to the Agreement, some Users may be permitted to display promotionalUser Content on the Services (“Promotions”). All Promotions must be reviewed and approved by Digital Deets in advance. Users are strictly prohibited from posting or otherwise making available Promotions on or through the Services without Digital Deets’ prior consent.
3.3. User’s Ownership of User Content: You warrant that your User Content will not contain third-party copyrighted material or material that is subject to a third-party’s proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and can grant Digital Deets all the license rights outlined in this Agreement. If the Services or its Users exploit or make use of your submission in the ways contemplated in this Agreement, you promise that this will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
3.4. User’s Responsibility for any Royalties or Licensing on User’s Content: You will pay all royalties and other amounts owed to any person or entity based on your User Content, or on the Site’s hosting of that Content.
3.5. User is Solely Responsible: Any of your User Content submitted to the Services, whether publicly posted or privately transmitted, is the sole responsibility of the User from whom that User Content originated. Digital Deets will not be liable for any errors or omissions in any User Content.
3.6. Right to Delete User Content: Digital Deets reserves the right to delete or remove User Content from the Services for any reason, with or without notice, depending on the nature of the objectionable material and the degree to which it is objectionable. Digital Deets reserves the right to delegate this right to the applicable organizations and Institutions, as necessary.
3.7. Prohibited Activities: Users shall not, and shall not encourage others to, engage in the following activities, including but are not limited to:
- Users shall not send promotions, advertisements or other communications to Users when laws, rules, and regulations ban such action;
- Use the Services for any unlawful activities, whether unlawful under federal, state, or local laws;
- Contact any User after that User has requested that they no longer contact them or in violation of any legal prohibition restricting any User from contacting any person;
- Use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
- Access another User’s account without permission;
- Publish or allow to be published malicious code intended to damage another User’s mobile device, browser, or computer;
- Provide material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 13;
- Spam the comments sections of other Users with offers of goods and services or inappropriate messages;
- Provide video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
- Publicize or promote commercial activities without Digital Deets’ prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
- Use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Service is strictly prohibited;
- User will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service; or
- Solicit passwords or personal information for commercial or unlawful purposes from other Users or disseminate another person’s personal information without his or her permission.
4. Intellectual Property
4.1. No Infringement: You agree that the Services (and the Content available through the Services) may contain proprietary information and material that is owned by Digital Deets and is protected by applicable intellectual property rights and other laws, including but not limited to trademark, copyright, and patent or trade secret laws. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these terms or otherwise in writing by an authorized agent of Digital Deets. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way. In no way should your use of the Services be construed to diminish Digital Deets’ intellectual property rights or be construed as to provide User a license or the ability to use the Services in any context other than as expressly
permitted under this Agreement.
4.2. No Right to Use Content: The Services are only for the uses specified in this Agreement. Except for promoting school activities or school fundraisers, Users may not use the Services or any Content contained in the Services (including, but not limited to, Third Party Content) in connection with any commercial endeavors outside of this Agreement or as permitted in writing by Digital Deets, such as (a) advertising or soliciting any User to buy or sell any products or services not listed on the Service (b) soliciting others to attend events or other social functions, or networking, for commercial purposes. Users of the Services shall not use any information obtained from the Services to contact, advertise to, solicit, or sell to any other User or person outside of the Services. Digital Deets reserves the right to investigate and take any available legal action in response to illegal or unauthorized uses of the Services, including collecting email addresses or phone numbers of Users by electronic or other means for the purpose of sending unsolicited email, promotions, or unauthorized framing of or
linking to the Services.
4.3. DMCA Violations: If you believe any Content on the Service infringes on your copyright, you may request removal of the Content by contacting the following address: email@example.com. Digital Deets will respond to all requests as quickly as possible and to the best of its ability given its limited resources. Please provide the following information to the Digital Deets along with your request: (a) the identity of the allegedly infringing work; (b) your name, address, daytime phone number, and email address, if available; (c) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (e) your electronic or physical signature. Digital Deets will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Service.
5. Third Party Content and Services
5.1. Third Party Content: The Services display some Content that is not the property of Digital Deets, including links to third party sites or services such as Facebook and content posted by other Users (“Third Party Content”). Third Party Content is the sole responsibility of the entity that makes it available. Digital Deets may review content to determine whether it is illegal or violates Digital Deets’ policies, and Digital Deets may remove or refuse to display Third Party Content that Digital Deets reasonably believes violates Digital Deets’ policies or the law. Digital Deets is under no obligation to verify the accuracy of, and will not be responsible for any errors or omissions in any Third Party Content. Digital Deets makes no guarantees regarding the accuracy, currency, suitability, or quality of any Third Party Content. Without limiting the foregoing, Digital Deets will not be held liable to you or any other third party for any Content (including Third Party Content and your User Content) under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Any links or content provided by Digital Deets is only as a convenience, and the inclusion of any such Content does not imply endorsement by Digital Deets or any association with its operators.
5.2. Third Party Services: Digital Deets may provide you with the choice to access certain services developed, provided, or maintained by other third party service providers (“Third Party Services“). In addition to the terms of this Agreement, your access to and use of any Third Party Services is also subject to any other agreement you may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement“). The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other Services you may access through Digital Deets. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. By using any Third Party Services, you acknowledge and consent to Digital Deets’ sharing of any information or data required to provide the requested Third Party Service with any necessary third party.
5.3. App Stores: You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Digital Deets and not with the App Store. Digital Deets, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to
pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
6. Notice for California Resident
6.1. Notice: Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding Digital Deets’ Service, please send an email to firstname.lastname@example.org. You may also contact us by writing to 2432 S. Downing Street, Ste. 105, Denver, CO 80210 , or by calling us at 720-507-8393. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
7.1. Right and Grounds to Terminate User Access and Use: To protect Digital Deets and its Users, Digital Deets reserves the right to terminate or block any User’s access to the Services at any time, with or without cause. For cause reasons that a User’s access may be terminated include but are not limited to:
- Should User violate any of the provisions of this Agreement,
- The User posts User Content that violates this Agreement and refuses to immediately remove such User Content after notice,
- The User hinders or interferes with Digital Deets in providing its Services,
- If you fail to show proper etiquette to other Users or Digital Deets,
- If you fail to provide payment for the Services in accordance with this Agreement,
- If you make misrepresentations, lie, or deceive Digital Deets,
- If an organization, in its sole discretion, decides to terminate your access to an associated organization-designated Account, or
- If you make misrepresentations, lie, or deceive other Users.
7.2. Upon Termination: Digital Deets, at its sole discretion, without notice to any User, may: (a) terminate the User’s account, while the User remains liable for all amounts due until and including to the scheduled date of termination; (b) terminate all access and use to the Services; (c) preclude access and use to the Services (or any part thereof), and (d) suspend payments that would otherwise be due to a User. Termination does not relieve you of your obligation to pay any fees associated with your use of the Services. To the extent there are any payments remaining for the Services, those payments will be accelerated and due immediately.
7.3. Survival: All provisions of this Agreement that by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, limitations of liability and indemnification.
8. Disclaimer of Warranties, Limitation of Liability, and Indemnification
8.1. Disclaimer of Warranties: ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, DIGITAL DEETS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS ON BEHALF OF ITS USERS.
8.2. Limitation of Liability: DIGITAL DEETS ASSUMES NO LIABILITY AND IS NOT RESPONSIBLE FOR CONDUCT OR ACTIONS OF USERS OR ANY OTHER PARTY, WHETHER CONDUCTED ONLINE OR OFFLINE, OR FOR LIABILITY INCURRED THROUGH ACCIDENTS, PRODUCTS LIABILITY, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT MAY RESULT FROM INTERACTIONS BETWEEN USERS. IN NO EVENT SHALL DIGITAL DEETS BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM USE OF SERVICES PROVIDED BY DIGITAL DEETS, WHETHER OR NOT SUCH USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF SERVICES PROVIDED BY DIGITAL DEETS. DIGITAL DEETS IS NOT LIABLE FOR ANY ERRORS OR OMISSIONS IN TRANSLATIONS PROVIDED BY HUMAN OR MACHINE TRANSLATORS. DIGITAL DEETS ASSUMES NO LIABILITY FOR THE ACTIONS OF ITS USERS, WHETHER THE RESULT OF ACCIDENT, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT RESULT FROM INTERACTIONS BETWEEN USERS. DIGITAL DEETS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU RESULTING FROM ANY PAID ORDERS MADE IN THE SIX MONTHS IMMEDIATELY PRECEDING THE ACT GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT
DIGITAL DEETS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SCHOOL DEETS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.3. Indemnification: To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Digital Deets and each of its respective affiliates, and each of the respective directors, officers, principals, employees, counsel, agents, successors and assigns, if any, of each of the foregoing, from and against any and all loss, damage, liability or expense (including, without limitation, attorney’s fees) arising out of, due to, relating to, or in connection with your use of the Service, your violation of this Agreement, your violation of applicable laws, any other User’s use of your User Content, or your infringement or misappropriation of any intellectual property or other right of any person or entity. Digital Deets will use reasonable efforts to provide you with notice of any such claim or allegation, and Digital Deets will have the right to participate in the defense of any such claim at its expense.
9. Beta Features
9.1. Beta Features, Definition: Some features of the Service or the entire Service may be identified as being new and unsupported alpha or beta programs (“Beta Features“).
9.2. Disclaimer, No Warranties: Although the Services are provided “as is” and no warranties or guarantees are made with respect to the Services to the fullest extent permitted by law, for purposes of clarification it is reiterated here that Beta Features are, by definition, new, not-as-well-tested, and more susceptible to bugs and errors.
9.3. Confidential: You shall not disclose to any third party any information from Beta Features, the existence of non-public Beta Features or access to Beta Features. All Beta Features shall be considered Digital Deets’ confidential information.
10. General Provisions
and may be used by Digital Deets for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.
10.2. Feedback: If you provide Digital Deets any feedback or suggestions regarding the Services(“Feedback”), you hereby assign to Digital Deets all rights in the Feedback and agree that Digital Deets shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Digital Deets will treat any Feedback you provide to Digital Deets as non-confidential and non-proprietary. You agree that you will not submit to Digital Deets any information or ideas that you consider to be confidential or proprietary.
10.3. Successors and Assignees: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective representatives, successors and permitted assigns. Neither this Agreement nor any or your rights or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Digital Deets. Any assignment in violation of the foregoing will be null and void. Digital Deets, however, may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of Digital Deets’ ownership or assets.
10.4. Arbitration: Except as otherwise provided below, the Parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this
Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the Parties within 5 days of notice from one Party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either Party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by
agreement of the Parties. If the Parties cannot agree on the appointment of a single arbitrator within30 days (the “Initial Period”) after either Party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site in Denver, Colorado. The award of the arbitrator will be the exclusive remedy of the Parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing Party in any such arbitration by the non-prevailing Party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the Party that resists its enforcement.
10.5. Governing Law: With deference to any of the other provisions of this Agreement related to arbitration and mediation, this Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes shall be Denver, Colorado. The Parties hereby agree to waive the following defenses to any action brought in Colorado: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.
10.6. Waiver: If one Party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that Party retains the right to enforce that term or provision at a later time.
10.7. Severability: If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
10.8. Notice: Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Digital Deets by postal mail to the address for Digital Deets listed on the Services. Digital Deets may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to Digital Deets in connection with your use of the Services, provided that in the case of any notice applicable both to you and other Users of the Services, Digital Deets may instead provide such notice by posting on the Services. Notices provided to Digital Deets will be deemed given when actually received by Digital Deets.
Notice provided to you will be deemed given immediately after posting to the Services or sending via e-mail, unless (as to email) the sending Party is notified that the email address is invalid.