These Terms and Conditions (“Terms”) govern your use of the mobile applications, websites, software, and other products and services provided by or otherwise owned or controlled by DibDesk LLC (collectively, the “Service”).
These Terms are a legal contract between you, an individual customer, member, or user of at least 18 years of age (“you” or, collectively with other users, “Users”) and DibDesk LLC, a Washington limited liability company (“DibDesk”, “Company,” “we,” “our,” or “us”) regarding your use of the Service.
Please read carefully the following terms of service. By registering for and/or accessing, using or subscribing to the Service, or by clicking “I Agree,” or otherwise affirmatively manifesting your intent to be bound by these Terms, you signify that you have read, understood, and agree to be bound by the Terms, including any additional guidelines and any future modifications.
1. License Grant
Subject to the terms and conditions of these Terms, Company hereby grants to you a limited, personal, non-transferable license to use the Service in the manner contemplated by these Terms solely for your personal, non-commercial purposes. Users shall have no right to sub-license or resell the Service or any component thereof.
3. Mobile Services
The Service includes certain services that are available via a mobile device, including, but not limited to, the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile device, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding the Company and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your DibDesk account information to ensure that your messages are not sent to the person that acquires your old number.
4. Modification of the Terms
Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any guidelines periodically for changes. Your continued use of the Service after such changes or modifications to the Terms shall be deemed to acceptance of all such changes or modifications. If any such revision is unacceptable to you, your sole remedy is to immediately discontinue use of the Service and cancel your DibDesk membership.
5. Eligibility; Termination
The Service is not available to persons under 18 years of age or to any Users previously suspended or removed from the Service by Company. Company may terminate your account, and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18.
You agree that Company, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Company. In addition, Company reserves the right to discontinue any aspect of the Service at any time. You agree that any termination of your access to the Service or any account you may be affected without prior notice, and you agree that Company will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Company may have at law or in equity.
6. Account Activity Responsibility
6.1 User Accounts. In order to use certain aspects of the Service, you will have to register for the Service and create an account (“User Account”). When creating your User Account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete, including without limitation, name, email addresses, and telephone numbers (collectively, “User Data”). You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Company. You may be liable for the losses incurred by Company or others due to any unauthorized use of your User Account.
6.2 Account Information. You acknowledge and agree that Company may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to your requests for customer service; or (d) protect the rights, property or personal safety of Company, its users, or the public.
7. Payment Terms; Charges and Taxes
7.1 You are responsible for paying any applicable fees as set forth on our Pricing Page (add page link) and applicable taxes associated with the Service in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by the methods specified within the Service. You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Company if your selected payment method is cancelled (e.g., for loss or theft). All fees and charges are earned upon receipt by us and are nonrefundable (and there are no credits) except (a) as expressly set forth herein, and/or (b) as required by applicable law.
7.2 You are responsible for all charges incurred under your account made by you or anyone who uses your account. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use, or value-added taxes. To the extent Company is obligated to collect such taxes, the applicable tax will be added to your billing account.
7.3 Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Service; provided, however, that such notice will not affect charges submitted before Company could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service or on the Pricing Page (add page link). You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
7.4 Company reserves the right to change the amount of, or basis for determining, any fees or charges for the Service we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change at least fifteen (15) days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your DibDesk membership. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Service account, you agree that Company can charge these unpaid fees to any payment method that you have previously provided.
7.5 Your Service will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (a) every month for monthly subscriptions; or (b) such other periodic rate you have selected from among the options offered on the Service. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice unless required by law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.
7.6 You understand and acknowledge that there are no refunds for cancellations for periodic charges. You must cancel your subscription within the Service at least one (1) day prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period.
When using the Service you agree not to:
8.1 Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
8.2 Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms, including with respect to unsolicited emails or “SPAM”;
8.3 Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it;
8.4 Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
8.5 Modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service;
8.6 Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;
8.7 Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships;
8.8 Share Company-issued passwords with any third party or encourage any other User to do so;
8.9 Misrepresent the source, identity, or content of User Data;
8.10 Modify, adapt, translate or create derivative works based upon the Service;
8.11 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.12 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own personal use;
8.13 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service or Service;
8.14 Access the Service if you are a direct competitor of Company, except with Company’s prior written consent, or for any other competitive purposes; or
8.15 Collect or harvest any personally identifiable information, including account names, from the Service.
9. User Data
9.3 Security Incidents. In the event that User Data is disclosed to or accessed by an unauthorized party, Company will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident.
9.4 No Responsibility for Backups. Company will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.
9.5 Rights to User Data. You own all right, title and interest in and to your User Data.
10. Ownership; Proprietary Rights
The Service is owned and operated by Company. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by Company (“Materials”) are protected by intellectual property and other applicable laws. Except for any technology licensed by Company, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of Company or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Company or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use the Ideas without any additional compensation to you, and/or to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
11. Third-Party Services
11.1 The Service may call the servers of or otherwise integrate into the Services other services or data solely at the direction of and as a convenience to Users (“Third Party Services”), including third party data products (including any data therein or received therefrom) made available through the Services (“Data Products”). Company makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third Party Services. Access and use of Third Party Services, including the information, material, products, and services on such sites or available through such services, is solely at your own risk. Furthermore, you understand, agree and acknowledge that, the Data Products are solely owned by the Company and its licensors, as applicable, and except as provided in these Terms, you shall not own any right, title or interest in the Data Products. Solely in connection with your use of the Services, Company hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use such Data Products solely in connection with your use of the Services and for your internal business purposes. You shall not, and shall not permit any third party to: (a) modify or create any derivative work of any part of the Data Products, (b) market, sell, resell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Data Products other than in connection with the use of the Services; or (c) use the Data Products for third-party training, commercial time-sharing or service bureau use.
11.2 You acknowledge that Company does not manage or control the Third Party Services that you access, store or distribute through the Service, and accepts no responsibility or liability for that information regardless of whether such User Data is transmitted to or by you in breach of these Terms. Company makes no warranty with respect to such Third Party Services you may access, store or distribute through the Service. In particular, without limiting the generality of the foregoing, Company makes no warranty that such Third Party Services will be free of any virus, worm, trojan horse, easter egg, time bomb, cancelbot, or other destructive or malicious code or programs. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Company with respect to Third party Services that you choose to access, store or distribute, through the Service.
12. Security and Privacy Settings.
We have implemented commercially reasonable technical and organizational measures designed to secure your User Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide personal data or other sensitive information in order to use the Service and that you provide any such information at your own risk.
13. Disclaimers; No Warranties
13.1 The Service and any third-party or User Data, software, services, or applications made available in conjunction with or through the Service is provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Company, its suppliers, licensors, and partners disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
13.2 Company, its suppliers, licensors, and partners do not warrant that the functions contained in the Service will be uninterrupted or error-free, that the Service will meet your requirements, that defects will be corrected, or that the Service or the server that makes it available is free of viruses or other harmful components.
13.3 Company, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Service in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain third party information, material, or data through the use of the Service at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third party information, material, or data. Company will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any third-party or User Data.
13.4 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.
14. Limitation of Liability
14.1 Under no circumstances, including, but not limited to, negligence, will Company or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or your inability to use the information or materials on the Service, or any other interactions with Company, even if Company or a Company authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Company’s liability will be limited to the fullest extent permitted by applicable law.
14.2 In no event will Company’s or its affiliates’, contractors’, employees’, agents’, or third-party partners’, licensor’s, or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Service, including without limitation your interactions with other users, (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the Service during the six (6) months immediately preceding the day the act or omission occurred that gave rise to your claim.
14.3 You acknowledge and agree that Company has offered its products and services, set its prices, and entered into these terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the disclaimers of warranty and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the disclaimers of warranty and the limitations of liability set forth herein form an essential basis of the bargain between you and Company.
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code. Company will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Company. Company will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.
16. Location of the Service
The Service is controlled and operated from our facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.
17. Governing Law; Arbitration; and Class Action/Jury Trial Waiver
17.1 Governing Law. You agree that: (a) the Service shall be deemed solely based in the State of Washington; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than the State of Washington. This Agreement shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in King County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that King County, Washington is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
17.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Company. For any dispute with Company, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, before a single arbitrator, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in King County, Washington, unless you and Company agree otherwise. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.
17.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
18.1 Notice and Modifications. Company may provide you with notices, including those regarding changes to Company’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Company is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given five (5) days following the initial posting. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Service.
18.2 Waiver. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.
18.3 Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
18.4 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.
18.5 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 9, 10, 13, 14, 15, 17, and 18.
18.6 Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
18.7 Entire Agreement. These Terms, including the agreements incorporated by reference, constitute the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Company as set forth in these Terms.
18.8 Claims. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
If you have any questions or comments regarding the Terms, you are welcome to e-mail us at email@example.com.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.